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BELLEVUE GOLD LIMITED Proxy Solicitation & Information Statement 2009

May 11, 2009

64519_rns_2009-05-11_6baf6ba6-84ac-41ec-9596-08b1f3ad39c1.pdf

Proxy Solicitation & Information Statement

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C @ LIMITED

ABN 99 110 439 686

NOTICE OF GENERAL MEETING

TIME : 8.30 am (WST) DATE : 15 June 2009 PLACE : The Celtic Club 48 Ord Street West Perth WA 6005

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) 9321 6988.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions) 3
Explanatory Statement (explaining the proposed resolutions) 5
Glossary 10
Schedule 1 – Terms and Conditions of Options 11
Schedule 2 – Valuation of Options to Directors 12
Proxy Form 13

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 8.30 am (WST) on 15 June 2009 at:

The Celtic Club 48 Ord Street West Perth WA 6005

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the 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 C @ Limited, Suite 1, 64 Thomas Street, West Perth, Western Australia, 6005; or

(b) facsimile to the Company on facsimile number (+61 8) 9321 4022,

so that it is received not later than 8.30 am (WST) on Saturday, 13 June 2009.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 8.30 am (WST) on 15 June 2009 at The Celtic Club, 48 Ord Street, West Perth, WA, 6005.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the 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 General Meeting are those who are registered Shareholders of the Company at 8.30 am (WST) on 13 June 2009.

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

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of up to 17,140,115 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, 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.

2. RESOLUTION 2 – ISSUE OF OPTIONS TO ANDREW HARRISON

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 910,000 Options to Mr Andrew Harrison (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 Harrison (or his nominee) or any of his associates. However, 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.

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3. RESOLUTION 3 – ISSUE OF OPTIONS TO ANDREW KONOWALOUS

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 910,000 Options to Mr Andrew Konowalous (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 Konowalous (or his nominee) or any of his associates. However, 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.

DATED: 6 MAY 2009

BY ORDER OF THE BOARD

MR ANDREW HARRISON NON-EXECUTIVE DIRECTOR C @ LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 8.30 am (WST) on 15 June 2009 at The Celtic Club, 48 Ord Street, West Perth WA 6005.

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. BACKGROUND TO RESOLUTIONS

As announced to ASX on 16 April 2009, the Company has resolved to undertake a pro-rata renounceable entitlements issue on the basis of 2 Shares for every 5 Shares held at an issue price of $0.006 each and the issue of 5 free attaching Options for every 2 Shares subscribed for to raise approximately $364,618 ( Entitlement Issue ).

The Entitlement Issue is fully underwritten by Patersons Securities Limited ( Underwriter ). Further details of the Entitlement Issue are contained in the Company’s prospectus dated 24 April 2009.

The Company has agreed to issue to sub-underwriters of the Entitlement Issue 52 Options for every $1 of Shares underwritten. Resolution 1 seeks Shareholder approval for the Company to issue up to 17,140,115 Options to non-related subunderwriters in consideration for sub-underwriting the Entitlement Issue.

Each of Mr Harrison and Mr Konowalous have entered into a sub-underwriting agreement with the Underwriter to sub-underwrite up to 2,916,667 Shares and 7,291,668 Options in the event that there is a shortfall under the Entitlement Issue ( Shortfall ). The Underwriter will pay to each of Mr Harrison and Mr Konowalous a subunderwriting fee of 1.5% of the amount underwritten and, subject to and conditional upon the receipt of Shareholder approval, they will each receive up to 910,000 Options in consideration for acting as sub-underwriters to the Entitlement Issue. In these circumstances, neither Mr Harrison nor Mr Konowalous will individually hold a voting power in the Company in excess of 20% after the issue of the Shortfall.

Resolutions 2 and 3 seek Shareholder approval for the Company to issue Options to Andrew Harrison and Andrew Konowalous, both Directors of the Company, in consideration of their respective sub-underwriting commitments.

2. RESOLUTION 1 – ISSUE OF OPTIONS

2.1 General

Resolution 1 seeks Shareholder approval for the allotment and issue of up to 17,140,115 Options to sub-underwriters of the Entitlement Issue. Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made

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pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

As at the date of this Notice, the Options the subject of Resolution 1 have not yet been granted but will have been issued as at the date of the General Meeting.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

  • (a) the maximum number of Options to be granted is 17,140,115 Options;

  • (b) the Options will be granted for nil cash consideration;

  • (c) the Options to be granted pursuant to Resolution 1 will be issued as at the date of the General Meeting.

  • (d) it is intended that allotment of the Options pursuant to Resolution 1 will occur on one and the same date;

  • (e) the Directors will determine to whom the Options the subject of Resolution 1 will be granted but these persons will not be related parties of the Company;

  • (f) the Options will be issued on the terms and conditions set out in Schedule 1; and

  • (g) no funds will be raised from the issue of the Options as the Options are being issued to sub-underwriters in consideration for sub-underwriting the Entitlement Issue.

3. RESOLUTIONS 2 AND 3 – ISSUE OF OPTIONS TO DIRECTORS

3.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue 910,000 Options to each of Messrs Harrison and Konowalous ( Related Parties ) in consideration of their sub-underwriting commitment and 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.

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In addition, 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 grant of the Options to the Related Parties pursuant to Resolutions 2 and 3 requires the Company to obtain Shareholder approval because the grant of Options constitutes giving a financial benefit and, as Directors, Messrs Harrison and Konowalous are related parties of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Options to the Related Parties.

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

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Options:

  • (a) the related parties are Messrs Harrison and Konowalous and they are related parties by virtue of being Directors;

  • (b) the maximum number of Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

  • (i) 910,000 Options to Mr Harrison; and

  • (ii) 910,000 Options to Mr Konowalous;

  • (c) the Options will be granted to the Related Parties no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on one and the same date;

  • (d) the Options will be granted for nil cash consideration and accordingly no funds will be raised;

  • (e)

  • the terms and conditions of the Options are set out in Schedule 1;

  • (f) the value of the Options and the pricing methodology is set out in Schedule 2;

  • (g) the relevant interests of the Related Parties in securities of the Company at the date of this Notice are set out below:

Name Shares Entitlement1 Entitlement1 Potential Sub-
Underwriting
Commitment
Potential Sub-
Underwriting
Commitment
Options to be
issued pursuant to
Resolutions 2 and 3
in consideration of
sub-underwriting
Shares Options Shares Options
Mr Harrison2 3,207,0563 1,282,823 3,207,056 2,916,667 7,291,668 910,000
Mr Konowalous2 2,774,9204 1,109,968 2,774,920 2,916,667 7,291,668 910,000

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Notes:

  1. Each of the Directors may also take up their full entitlement under the Entitlement Issue. As at the date of the Notice of Meeting, none of the Directors had determined whether or not they would take up all of part of their entitlement under the Entitlement Issue.

  2. Each of Mr Harrison and Mr Konowalous have agreed to sub-underwrite 2,916,667 Shares and 7,291,668 Options in the event that there is a shortfall under the Entitlement Issue. Subject to the receipt of Shareholder approval pursuant to Resolutions 2 and 3, Mr Harrison and Mr Konowalous will also each receive up to 910,000 Options in consideration of their subunderwriting commitment.

  3. Mr Harrison is a joint trustee and a beneficiary of the Harrison Superannuation Fund, which is the registered holder of the Shares.

  4. 2,374,920 Shares are held by HAL Management Pty Ltd as trustee for the Darlington Trust Account. Mr Konowalous is a director of HAL Management Pty Ltd and a beneficiary of the Darlington Trust. 400,000 Shares are held by Andrew and Lesley Konowalous as joint holders.

  5. (h) the remuneration (including superannuation) and emoluments from the Company to the Related Parties for the previous financial year and that expected for the current financial year are set out below:

Related Party Expected Current
Financial Year
Previous
Financial Year
Andrew Harrison $159,499 $137,431
Andrew Konowalous $159,499 $45,417

(i) if the Options granted to Mr Harrison pursuant to Resolution 2 are exercised, a total of 910,000 Shares would be allotted and issued. Assuming that 60,769,000 Shares had been issued pursuant to the Entitlement Issue, the number of Shares on issue would increase from 212,693,600 to 213,603,600 (assuming that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted by 0.43%. The market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company;

(j) if the Options granted to Mr Konowalous pursuant to Resolution 3 are exercised, a total of 910,000 Shares would be allotted and issued. Assuming that 60,769,000 Shares had been issued pursuant to the Entitlement Issue, the number of Shares on issue would increase from 212,693,600 to 213,603,600 (assuming that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted by 0.43%. The market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company;

  • (k) the market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.

(l) the trading history of the Shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

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Price Date
Highest 2.3 cents 13 June 2008
Lowest 0.4 cents 23 October 2008 to 4 December 2008
Last 0.5 cents 5 May 2009
  • (m) the primary purpose of the grant of the Options to the Related Parties pursuant to Resolutions 2 and 3 is as consideration for their respective subunderwriting commitments in respect of the Entitlement Issue. The Board considers that the grant of the Options to the Related Parties is reasonable on the basis that they are being issued on the same basis as those being issued to the non-related parties that have agreed to accept a subunderwriting commitment in respect of the Entitlement Issue. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options to the Related Parties upon the terms proposed;

  • (n) Mr Harrison declines to make a recommendation to Shareholders in relation to Resolution 2 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 2, recommend that Shareholders vote in favour of Resolution 2. The Board (other than Mr Harrison) 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 Resolution 2; and

  • (o) Mr Konowalous 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 3, recommend that Shareholders vote in favour of Resolution 3. The Board (other than Mr Konowalous) 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 Resolution 3.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to the Related Parties pursuant to Resolutions 2 and 3 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

4. ENQUIRIES

Shareholders are required to contact Jade Styants on (+61 8) 9321 6988 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

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 Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means C @ Limited (ABN 99 110 439 686).

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.

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

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

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

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.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

  • (a) Each Option entitles the holder to subscribe for one fully paid ordinary Share in the Company at an exercise price of $0.01.

  • (b) The Options are exercisable at any time on or before the 30 April 2012 by completing a notice of exercise and delivering it to the Company’s share registry together with the payment for the number of Shares in respect of which the Options are exercised.

  • (c) Subject to the Corporations Act, the Listing Rules and the Constitution of the Company, the Options are freely transferable.

  • (d) The Company will apply to ASX for official quotation of all Options within seven Business Days after allotment of the Options.

  • (e) All Shares issued pursuant to the exercise of Options will rank pari passu in all respects with the existing fully paid ordinary Shares.

  • (f) Subject to the Listing Rules, the Company will apply to ASX for official quotation of all Shares issued upon exercise of the Options within three Business Days after the allotment of the Shares.

  • (g) There are no participating rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 Business Days after the issue is announced. The Company will also notify holders of any proposed capital issue at least seven Business Days before the record date. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

  • (h) If there is a pro-rata issue of Shares to holders of Shares for which no consideration is payable by them (bonus issue), the number of Shares over which the Option is exercisable must be increased by the number of Shares which the holder of the Options would have received if the Options had been exercised before the record date for the bonus issue.

  • (i) In the event of any reconstruction (including a consolidation, sub-division, reduction or return) of the issued capital of the Company, the Options will be reorganised in a manner required by the Listing Rules on a reorganisation of capital at the time of the reorganisation.

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SCHEDULE 2 – VALUATION OF DIRECTOR OPTIONS

The Options to be issued to the Related Parties pursuant to Resolutions 2 and 3 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Options were ascribed a value range, as follows:

Assumptions:
Valuation date 4 May 2009
Market price ofShares 0.5 cents
Exercise price 1cent
Expiry date 30April 2012
Risk free interest rate 3.66%
Volatility 33% 55% 77%
**Indicative value per Option ** 0.04cents 0.13 cents 0.21cents
Total Value of Options to Related
Parties
$809.34 $2,309.52 $3,826.26
- Andrew Harrison $404.67 $1,154.76 $1,913.13
- Andrew Konowalous $404.67 $1,154.76 $1,913.13

Note: The valuation ranges noted above are not necessarily the market prices that the Options could be traded at and they are not automatically the market prices for taxation purposes.

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PROXY FORM

APPOINTMENT OF PROXY C @ LIMITED ABN 99 110 439 686

GENERAL MEETING

I/We of being a member of C @ Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the 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 General Meeting to be held at 8.30 am (WST), on 15 June 2009 at The Celtic Club, 48 Ord Street, West Perth WA 6005, and at any adjournment thereof.

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

If the Chair of the 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 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 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.

OR

Voting on Business of the General Meeting Resolution 1 – Prior Issue of Options Resolution 2 – Issue of Options to Andrew Harrison Resolution 3 – Issue of Options to Andrew Konowalous

FOR AGAINST ABSTAIN

Please note : 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.

__________________

Signature of Member(s): Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Date: ____

Contact Name: _____ Contact Ph (daytime): _________

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C @ LIMITED ABN 99 110 439 686

Instructions for Completing Proxy Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at a 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.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing Instructions ):

  • ( Individual ): Where the holding is in one name, the member must sign.

  • ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

  • ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

  • ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

  • ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the 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 General Meeting.

  • ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

  • (a) post the proxy form to C @ Limited, Suite 1, 64 Thomas Street, West Perth, Western Australia, 6005; or

  • (b) facsimile to the Company on facsimile number (+61 8) 9321 4022,

so that it is received not later than 8.30 am (WST) on Saturday, 13 June 2009.

Proxy forms received later than this time will be invalid.

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