BOOM LOGISTICS LIMITED

ACN 095 466 961

Notice of Annual General Meeting

NOTICE is given that the Annual General Meeting ( AGM ) of Boom Logistics Limited (ACN 095 466 961) (the Company ) will be held at 11:00am (AEDT) at The Arts Centre, ANZ Pavilion, Level 8, 100 St Kilda Road, Melbourne, Victoria 3004 on Tuesday, 23 October 2012 to consider the items of business set out below.

The Explanatory Memorandum accompanies and forms part of this Notice of Meeting. This document provides additional information on matters to be considered at the Meeting and should be read in its entirety.

If you are unable to attend the meeting please complete and return the enclosed proxy form in accordance with the specified instructions.

Members can submit questions they would like raised at the AGM using the form included with this Notice of Meeting. We will respond to the more frequently asked questions at the AGM in the Chairman’s and Managing Director’s addresses, but as you would appreciate, we will not be able to respond to questions individually. Members will have an opportunity to ask questions of the Board and the Auditor at the AGM.

Ordinary Business

Item 1 Financial Statements and Reports

To receive and consider the Financial Report and the reports of the Directors and the Auditor for the year ended 30 June 2012.

No vote of members is required on the Financial Statements and Reports.

Item 2 Re-election of Director

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

“That Mr. R. John Robinson, being a Director of the Company, who retires by rotation under rule 5.1 of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”

As Mr Robinson is standing for re-election, Mr Francis will chair the meeting for this item. The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

Special Business

Item 3 Adoption of Remuneration Report

To consider and, if thought fit, pass the following non-binding resolution :

“That the Remuneration Report for the year ended 30 June 2012 be adopted.”

The vote on this resolution is advisory only.

Voting Exclusion Statement for Item 3

The Corporations Act 2001 ( Corporations Act ) restricts members of the key management personnel ( KMP ) which comprises the Directors and the other persons disclosed as KMP in the Remuneration Report and their closely related parties from voting in relation to item 3.

Closely related party is defined in the Corporations Act and includes a spouse, dependants and certain other close family members, as well as companies controlled by a member of the KMP.

The Company will disregard any votes cast (in any capacity) on the proposed resolution in item 3 by or on behalf of:

members of the KMP; and
closely related parties of those persons,

unless the vote is cast:

as proxy for a person entitled to vote on Item 3 in accordance with a direction on the proxy form; or
as proxy for a person entitled to vote on Item 3 by the Chairman of the Meeting where he has been expressly authorised to exercise the proxy (even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP).

What this means for shareholders :

If you intend to appoint a member of the KMP (such as one of the directors) as your proxy, please ensure you direct them how to vote on the proposed resolution in item 3.

If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for item 3 (for example, if you wish to vote against or abstain from voting), or you can give the Chairman your express authority to vote your proxy as the Chairman decides (in which case the Chairman of the Meeting will vote in favour of this item of business).

The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

Item 4 Grant of Share Units to the Managing Director under the Boom Logistics Long Term Incentive Plan.

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

“That approval be given for all purposes, including ASX Listing Rule 10.14, for the grant of Share Units to the Managing Director, Mr. Brenden Mitchell, in accordance with the terms of the Boom Logistics Limited Long Term Incentive Plan and on the terms summarised in the Explanatory Memorandum.”

Voting Exclusion Statement for Item 4

The Corporations Act restricts members of the KMP of the Company and their closely related parties from voting in relation to item 4 in certain circumstances. In addition, a voting restriction applies in respect of this item under the ASX Listing Rules.

The Company will disregard any votes cast on the proposed resolution in item 4 by Mr. Brenden Mitchell, or any of his associates, as well as any votes cast as a proxy on this item by a member of the KMP or a KMP’s closely related party.

However, the Company need not disregard a vote if it is cast:

as proxy for a person entitled to vote on Item 4 in accordance with a direction on the proxy form; or
as proxy for a person entitled to vote on Item 4 by the Chairman of the Meeting where he has been expressly authorised to exercise the proxy (even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP).

What this means for shareholders:

In accordance with the voting exclusion set out above, members of the KMP (including the Chairman of the Meeting) are not permitted to vote undirected proxies on the proposed resolution in item 4.

If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on item 4.

If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by marking the boxes for item 4 (for example if you wish to vote against or abstain from voting), or you can give him your express authority to vote your proxy as he sees fit, (in which case the Chairman of the Meeting will vote in favour of this item of business).

The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

Item 5

Amendments to the Constitution

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

“That the Constitution of Boom Logistics Limited be amended with effect from the close of the meeting as set out in the amended Constitution tabled at the meeting and signed by the Chairman of the meeting for the purposes of identification.”

The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

PROXIES AND VOTING

Required majority

The resolution described in item 5 is a special resolution and will be passed if at least 75% of the votes cast by shareholders entitled to vote on the resolution are cast in favour of the resolution. This is in contrast to ordinary resolutions which are passed if more than 50% of the votes cast by shareholders entitled to vote on the resolution are cast in favour of the resolution.

The vote on each resolution will be decided on a show of hands or a poll as determined by the Chairman of the meeting, subject to any requirements of the Corporations Act and the Company’s constitution.

On a resolution determined by a show of hands, each shareholder present in person or by proxy has one vote. On a resolution determined by a poll, each shareholder present in person or by proxy has one vote for each fully paid ordinary share held.

Appointment of proxy

If you are unable to attend the meeting, you are encouraged to appoint a proxy to attend and vote on your behalf. If you wish to appoint a proxy, please complete the enclosed form of proxy.

Please note the following in relation to the appointment of a proxy:

A member who is entitled to attend and vote at this meeting may appoint any person as his or her proxy to attend and vote for the member at the meeting.
A member may specify the way in which the proxy is to vote on the resolution or may allow the proxy to vote at his or her discretion. However, the Corporations Act restricts the Company’s KMP and their closely related parties from voting on items 3 and 4 in certain circumstances. “Closely related party” is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP. If you wish to appoint a member of the key management personnel (which includes each of the directors and the Chairman) as your proxy, please read the voting exclusions in this Notice and the proxy form carefully. Shareholders are encouraged to direct their proxies how to vote.
If a member intends to appoint a member of the KMP as proxy, the member must ensure the proxy is directed how to vote on items 3 and 4 (ie. indicating whether the member wishes to vote for, against or abstain from voting).

If a member intends to appoint the Chairman of the Meeting as proxy, the member can direct him by marking the boxes for items 3 and 4 (ie. indicating whether the member wishes to vote for, against or abstain from voting). Alternatively, the member can choose to not mark any of the boxes, and by signing and submitting the proxy form, the member will be giving the Chairman the member’s express authority to vote the undirected proxy as the Chairman sees fit on items 3 and 4 (and the Chairman will vote in favour of these items of business).
Any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the meeting who is required to vote proxies as directed.
If a member is entitled to cast two or more votes at the meeting, the member may appoint two proxies to attend on the same occasion. If two proxies are appointed and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the member’s votes. On a show of hands, a proxy holder may not vote if more than one proxy holder attends the Meeting and on a poll, each proxy may only exercise votes in respect of those shares or voting rights the proxy represents.
The appointment of the proxy may specify the proportion or number of votes that the proxy may exercise.
A proxy need not be a member of the Company and can be either an individual or a body corporate. If a member appoints a body corporate as a proxy, that body corporate will need to ensure that it:
appoints an individual as its corporate representative to exercise its powers at the meeting in accordance with section 250D of the Corporations Act; and
provides satisfactory evidence of the appointment of its corporate representative prior to the commencement of the meeting.

If such evidence is not received before the commencement of the meeting, then the body corporate (through its representative) will not be permitted to act as proxy.

If a proxy is given by a corporation, a form of proxy must be executed in writing under the common seal of the corporation or otherwise in accordance with section 127 of the Corporations Act or signed by an attorney.
If a proxy is given by a natural person, a form of proxy must be executed under the hand of that person or that person’s attorney.
A form of appointment of proxy is enclosed. To be effective, the document appointing the proxy holder (and if the appointment is signed or executed by the appointor’s attorney, the authority under which the appointment was signed or a certified copy of the authority), must be received by the Company at least 48 hours before the scheduled time for the meeting, that is by 11:00am (AEDT) on Sunday, 21 October 2012.

The documents will be received by the Company when they are received at the Share Registry at Computershare Investor Services Pty Limited, 452 Johnston Street, Abbotsford, Victoria 3067 or fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) or on-line www.investorvote.com.au using your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and your allocated Control Number as shown on your proxy form.
Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Persons entitled to vote

Under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the AGM will be as it appears in the share register at 11:00am (AEDT) on Sunday, 21 October 2012. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM. Effectively, a share transfer may not be registered following the close of trade on Friday 19 October 2012.

Corporate Representatives

A body corporate, which is a member, may appoint an individual (by certificate executed in accordance with section 127 of the Corporations Act or in another manner satisfactory to the Chairman) as a representative to exercise all or any of the powers the body corporate may exercise at the meeting. The appointment may be a standing one. The representative must bring a formal notice of appointment with him or her to the Meeting.

Necessary information

Information relevant to each resolution is set out in the attached Explanatory Memorandum which forms part of this notice to members.

By order of the Board.

==> picture [128 x 32] intentionally omitted <==

Iona MacPherson

Chief Financial Officer & Company Secretary

Melbourne

21 September 2012

Explanatory Memorandum

Information specific to each resolution

Shareholder approval of resolutions is required for the purposes of the ASX Listing Rules and the Corporations Act 2001 (Cth) (the Corporations Act ). This Explanatory Memorandum has been prepared to provide you with material information to enable you to make an informed decision in relation to the business to be conducted at the AGM of the Company.

Ordinary business

Item 1 Financial Statements and Reports

The Corporations Act requires:

the reports of the Directors and Auditors; and
the Annual Report, including the financial statements of the Company for the fiscal year ended 30 June 2012,

to be laid before the AGM. Neither the Corporations Act nor the Constitution require a vote of members on the reports or statements. However, shareholders will be given a reasonable opportunity to ask questions about or make comments on the management of the Company.

A reasonable opportunity will also be given to members as a whole at the meeting to ask the Company’s Auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit.

Obtaining a copy of the Annual Report 2012

The Annual Report 2012 will be sent to members in hard copy or electronic copy (if the member has nominated that means as one by which the member may be notified). If you would like to receive a hard copy of the Annual Report 2012 free of charge you can contact Margaret Trousdale by email at [email protected] or on +61 3 9207 2530. Alternatively, the Annual Report 2012 is available on-line at www.boomlogistics.com.au

Item 2 Re-election of Director

In accordance with Article 5.1 of the Company’s Constitution and ASX Listing Rule 14.4, no Director who is not the Managing Director may retain office without re-election beyond the third AGM following the meeting at which the director was last elected or re-elected.

Mr. Robinson and Dr. Davies are required to retire by rotation at this AGM. Dr. Davies has informed the Company that he will not seek re-election and will retire at the end of the 2012 AGM. Mr. Robinson, being eligible, offers himself for re-election.

As Mr. Robinson is standing for re-election, Mr. Francis will chair the meeting for this item.

Further information in relation to Mr. Robinson is set out below:

Mr. R. John Robinson

Age: 68

Mr. Rodney John Robinson is the Company’s non-executive Chairman and has served on the Board since his appointment on 15 November 2002.

Mr. Robinson was formerly Managing Director and CEO of Ashton Mining Limited. He is current Chairman of Global Mining Investments Limited. Mr. Robinson is Chairman of Boom Logistics’ Nomination & Remuneration Committee and the Health, Safety, Environment & Quality Committee.

During the past three years, Mr. Robinson has not held any ASX listed public company directorships other than Global Mining Investments Limited (appointed 9 December 2005).

The Board, (other than Mr. Robinson) unanimously recommends that Members vote in favour of the resolution to re-elect Mr. Robinson.

The Chairman intends to vote all available proxies in favour of this Resolution.

Special Business

Item 3 Adoption of Remuneration Report

As part of the Annual Report provided to all members, a Remuneration Report is required to be included which sets out details of the remuneration for each of the key management personnel (“ KMP ”) of the Company which includes all Directors. In addition, the Remuneration Report must describe Board policy in respect of remuneration and its relationship to the Company’s performance and provide a detailed summary of any relevant performance conditions, why those particular conditions were chosen, and how performance is measured against them.

Under the resolution in item 3, the Company is seeking member approval of the adoption of the Remuneration Report by the Company. The outcome of this resolution is advisory only, and is not binding on the Company or the Board.

The Board unanimously recommends that members vote in favour of adopting the Remuneration Report.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution.

Item 4 Grant of Share Units to the Managing Director under the Boom Logistics Long Term Incentive Plan

Key definitions

Grant of share units:

Share units given by the Company to an individual conditional upon the achievement of performance targets by that individual. At the time of granting, the individual does not have legal ownership of the share units.

Vesting of share units:

To confer on an individual the legal ownership of the share units previously granted to them only if the performance targets have been achieved by that individual.

Background

The Company’s Long Term Incentive Plan ( the Plan ) is an incentive system designed to improve long-term performance by providing incentives to Senior Management that are tied to the Company’s performance. Under the Plan, the Company must achieve performance outcomes that lead to increasing shareholder value. If the performance outcomes are achieved, then the Senior Managers are given share units in the Company.

The Company uses Return on Capital Employed ( ROCE ) to measure performance. This both reflects the capital intensive nature of Boom’s business and is designed to give shareholders an appropriate return on capital employed over the three year period. A return above WACC at the end of the 3 year period will ensure that shareholders benefit from significant share price improvement and dividends.

A performance condition based on the growth in the Company’s Total Shareholder Return ( TSR ) over the performance period has not been deemed appropriate. The Company has not performed to its full potential through the trough in the economic cycle and as a result, any market based measure of performance, such as TSR, will set too low a target.

How performance is measured

As noted above, the Company’s performance is measured by looking at ROCE.

For the share units to vest, the Company’s ROCE must be greater than the Company’s pre-tax Weighted Average Cost of Capital ( WACC ) by 1% or more at the end of a three year performance period.

That is, Senior Management only receive share units granted in 2012 at the end of three years (2015) if targets that will increase returns to Shareholders are achieved. If the targets are not achieved the share units are forfeited.

Performance outcome of the 2009 grant of share units

Despite the significant uplift in the 2012 financial performance, the share units granted to Senior Management in 2009 will still not meet the performance threshold and they will not vest. The 2012 trading EBIT would have to have been over $40 million for the 2009 issue of shares to have vested.

Grant of share units and performance condition

Item 4 seeks shareholder approval for the grant of Share Units to Mr Brenden Mitchell, Managing Director of the Company, pursuant to the Plan, and otherwise on the terms and conditions set out in this notice.

The proposed grant of Share Units in 2012 is subject to shareholder approval and will be granted shortly after the Annual General Meeting.

The value of the Share Units to be granted to Mr Mitchell in 2012 will be equivalent to 45% of Mr Mitchell’s fixed annual remuneration, being a sum of $337,500. The number of Share Units to be granted to Mr Mitchell will be calculated by dividing the sum of $337,500 by the allocation price for each Share Unit ( Allocation Price ), as determined by the Board. Under the Plan rules, the Allocation Price is the Volume Weighted Average Price ( VWAP ) of the share units in the Company as quoted on ASX for the 5 trading days prior to the date of grant of the Share Units. Notwithstanding the actual VWAP calculation, it has been agreed that the Allocation Price will be a minimum of 30¢ per Share Unit. This means that the number of Share Units that may be granted to Mr Mitchell may be less than (but not more than) the number that would otherwise be granted pursuant to the Plan rules.

ASX Listing Rule 10.14 requires that the maximum number of Share Units that may be acquired by Mr Mitchell pursuant to the approval in item 4 be specified in this Notice of Meeting. It is proposed that Mr Mitchell be awarded a total of up to 1,125,000 Share Units in accordance with the Plan.

Each Share Unit will entitle Mr Mitchell to receive one share in the Company, subject to the relevant performance condition being satisfied and the Share Unit vesting.

As noted above, the Share Units will only vest if the relevant performance condition is satisfied. The performance condition for the 2012 grant of Share Units will be tested over a three year performance period, measured from the commencement of the 2012 financial year (i.e. 1 July 2012) and ending on 30 June 2015.

The performance condition for Mr Mitchell’s grant is based on the growth in the Company’s Return on Capital Employed ( ROCE ) over the performance period. If the Company’s ROCE is greater than the pre-tax Weighted Average Cost of Capital ( WACC ) by 1% or more at the end of the performance period, all Share Units will vest. This both reflects the capital intensive nature of Boom’s business and is designed to give shareholders an appropriate return on capital employed over the three year period. A return above WACC at the end of the 3 year period will ensure that shareholders benefit from significant share price improvement and dividends. ROCE is defined as Trading Earnings Before Interest Expense & Tax / (Average Capital Employed less Goodwill). Average Capital Employed is calculated with reference to the opening and closing balances of the financial year. The WACC will be determined using the 10 year bond rate as the risk free rate and using data sourced independently to determine the average Beta in Boom’s industry sector.

Other information

(a) The Managing Director is entitled to share units equivalent in value to 45% of his fixed annual remuneration only if the performance condition is met. Consequently, these share units are purchased by the Employee Share Trust (EST) at the commencement of the performance period each year and sit in trust in the name of the Managing Director until his entitlement to the share units can be determined. In the case of this proposed grant of Share Units, Mr Mitchell’s entitlement to these share units will be determined once the financial results for the year ending 30 June 2015 are finalised. Therefore, in effect, these share units are purchased by the EST on behalf of the Managing Director by an interest free non-recourse loan.

The share units are purchased and placed into trust at the start of the performance period. At the end of the performance period, if the performance condition is met the share units vest at no cost to the Managing Director. If the performance hurdle is not met, the share units do not vest and the Managing Director receives no share units.

(b) At an Annual General Meeting of the Company held on 28 October 2011, the members approved the issue of up to 1,057,500 Share Units to Mr Mitchell under the Company's EST. Following the meeting, the Company issued 1,057,500 Share Units at an issue price of $0.30 per Share Unit to Mr Mitchell under the Company's EST.

(c) If members approve the resolution in item 4, the Company will instruct the Trustee of the EST to allocate ordinary share units for the benefit of Mr Mitchell as described above.
(d) Vesting of the Share Units will be determined at the end of the performance period in 2015, following the announcement of the Company’s results for the 30 June 2015 financial year and testing of the performance condition.
(e) It is expected that the Trustee will allocate the share units for the benefit of Mr Mitchell within 30 days of obtaining member approval of the resolution in Item 4. In any event, any ordinary share units allocated with the benefit of this approval will be issued before the first anniversary of the Annual General Meeting.
(f) As at the date of this Notice, Mr Mitchell is the only person referred to in ASX Listing Rule 10.14 entitled to participate in the EST.

Key terms of the Plan

(a) The Board will administer the Plan in accordance with the terms of the Governing Deed ( Terms ) (and any other terms prescribed by the Board for the operation of the Plan which are consistent with the Terms). The Board may from time to time suspend operation of, or cancel, the Plan. The suspension or cancellation of the Plan will not prejudice the existing rights of Participating Employees.
(b) Subject to the ASX Listing Rules and to specified restrictions in the Terms, the Company may at any time by written instrument or by resolution of the Board, amend all or any of the provisions of the Terms, and make amendments to the Terms, or structure of an offer, as they apply in respect of foreign jurisdictions where such amendments would be appropriate for tax purposes, as determined by the Board.
(c) The Company has established the Boom Logistics Limited Employee Share Trust ( EST ). The Trustee is Boom Logistics Employee Share Plan Pty Ltd. The beneficial interest in the EST is divided into Share Units.
(d) The Company makes contributions of share units or advances money in lieu of share units to the EST. Application moneys received and accepted by the Trustee must be used to exclusively acquire share units in the Company and allocate those to Share Units in the EST.
(e) The Company has discretion to determine which employees are invited to apply to the Trustee for Share Units ( Eligible Employee ). Employees who may be invited to participate in the EST are those who are in permanent employment with the Company or an Associated Company and includes any Director holding salaried employment. The Company has absolute discretion to determine the number of Share Units to be issued to an Eligible Employee.

(f) In the case of an offer of Share Units with respect to unissued share units in the Company, the number of share units when aggregated with the number of share units in the same class issued during the previous 5 years pursuant to the EST or any other employee share plan of the Company must not exceed 5% of the total number of issued share units in that class of the Company as at the time of the offer.
(g) All share units will rank pari passu in all respects with the other ordinary share units of the Company from the date of issue.
(h) Vesting also requires that Participating Employees remain in full time employment with the Company over the performance period.
(i) At the time Participating Employees wish to redeem or encash their holding, Bonus Share Units are issued by the Trustee if necessary to enable full share value to be received including any growth over the holding period. The Company’s contribution is limited to the annual issue of ordinary share units in the Company.
(j) The Share Units provided to Share Unit Holders have substantially the same rights as if the Share Unit Holders were the legal owners of the Share Units, including the rights to:
direct the Trustee how the voting rights attached to the Share Units shall be exercised, however the Trustee will vote on behalf of the Trust not individuals in the Trust; and
receive the income derived from the share units including dividends declared in respect of the share units.
(k) Any entitlement to Share Units which have not vested will be forfeited if Participating Employees resign from employment with the Company or cease employment for any other reason.
(l) In general, the Share Units are not transferable.
(m) In the event of a takeover, scheme of arrangement or other change of control as determined by the Board in respect of the Company, Share Units may, at the discretion of the Board, vest on a pro rata basis in accordance with an assessment of performance.
(n) The Share Units will only vest if the relevant performance condition is satisfied.

The Board (other than Mr Mitchell) unanimously recommend that members vote in favour of this resolution.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution.

Item 5 Amendments to the Constitution

The Board has reviewed the Constitution of the Company and proposes a number of amendments to ensure the Constitution is reflective of market practice and recent amendments to the Corporations Act.

An explanation of the proposed amendments to the Constitution of the Company is set out in Appendix 1 to this Notice of Meeting. Excerpts from the Constitution which show, in mark-up, the proposed amendments which are the subject of the resolution in item 5 are set out in Appendix 2 to this Notice of Meeting.

Please note that a full copy of the Company’s existing Constitution and a marked up copy of the Constitution showing the proposed amendments referred to in Appendices 1 and 2 to this Notice of Meeting are available on the Company’s website at www.boomlogistics.com.au Copies can also be obtained free of charge by contacting Margaret Trousdale on + 61 3 9207 2530 or email [email protected]

A copy of the proposed amended Constitution will also be available at the AGM.

This matter is proposed as a special resolution.

The Board unanimously recommends that members vote in favour of adopting the proposed amendments to the Constitution.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution.

Questions from Members

Your questions are important to us. Please use this form to submit any questions concerning the Company that you would like us to respond to at the AGM and return it by either email or fax:

Email: [email protected]

Fax: +61 3 9207 2400.

We will respond to as many of the more frequently asked questions as possible at the AGM in addition to any other questions which may be raised at the AGM.

If your question is directed to the Company’s Auditor, you must submit this form to the company no later than the fifth business day before the date of the AGM, being Tuesday, 16 October 2012.

Shareholder’s name:………………………………………………………………… ……

Address:…………………………………………………………………………………………

……………………………………………………………………………………………………

Securityholder Reference Number (SRN) or Holder Identification Number (HIN):………

……………………………………………………………………………………………………

Question(s) ( Please indicate if the question is directed to the Company or the Company’s Auditor ):

…………………………………………………………………………………………………… …………………………………………………………………………………………………… ……………………………………………………………………………………………………

……………………………………………………………………………………………………

Appendix 1

The changes to the Constitution of the Company, as proposed by the Board, are summarised below.

Rule	Change	Explanation
Rule	Insert rule to clarify that	This amendment clarifies the
5.8	retirement of a director and	timing of director appointments
	re-election or election of a	and confirms that a retiring
	director takes effect at the	director can still act as a director
	conclusion of the meeting at	during the course of the meeting.
	which those events occur.	It reflects market practice.
Rule	Insert rule to clarify that a partner,	This amendment enshrines the
5.9	employer or employee of an	Company’s existing practice in
	auditor of the company may not	its constitution and protects
	be appointed or elected as a	shareholders by further ensuring
	director.	the independence of the Board
		and the external auditors. This
		amendment reflects market
		practice.
Rule	Amend rule to provide that	This amendment makes the
6.4	nominations for election to the	Constitution consistent with the
	Board must be received by the	ASX Listing Rules and provides
	Company at least 35 days prior to	potential candidates with
	the annual general meeting.	additional time to submit their
		nominations to the Company.
Rule	Amend rule to clarify that	This amendment increases
60.1	resolutions passed at a directors’	administrative certainty for the
	meeting are valid even if there has	Company and reflects market
	been a failure to give proper notice	practice.
	to each director if that failure
	occurred by accident or inadvertent
	error.
Rule	Insert rule to clarify that, unless	This amendment gives members
85.1A	otherwise provided in a proxy	greater flexibility to use proxies
	appointment, a proxy appointment	to act on their behalf. It will also
	is taken to confer authority to vote	facilitate flexible procedures at
	on:	general meetings of members.
	a motion to amend a proposed	This amendment reflects market
	resolution;	practice. Members may still
	a motion not to put a proposed	provide proxy forms with a more
	resolution; and	limited authority if they wish to
	a procedural motion,	do so.
	and to act generally at a meeting.

Rule	Change	Explanation
Rule	Insert rule to clarify the powers of	This amendment provides a
92A	the chair of a meeting of members	mechanism to increase
	to require a representative of a	procedural certainty at meetings
	body corporate, proxy or attorney	of members. It reflects market
	to establish the validity of his or	practice.
	her appointment.
Rule	Amend rule to delete specification	This amendment brings the
122	that dividends must be paid out of	Company’s constitution in line
	profits and provide that the	with recent amendments to the
	directors may pay any interim and	dividend rule in the Corporations
	final dividends that are justified	Act 2001 (Cth) and provides
	by the financial position of the	directors with flexibility to pay
	Company.	dividends where they deem it
		appropriate to do so. It reflects
		market practice.

Appendix 2

Excerpts from the Company’s constitution which show, in mark-up, the proposed amendments which are the subject of the resolution in Item 5 are set out below.

5 Election of Directors

5.1 No director who is not the Managing Director may retain office without re-election beyond the third annual general meeting following the meeting at which the director was last elected or re-elected.
5.2 The director or directors to retire at an annual general meeting are those who wish to retire and not offer themselves for re-election and then, so far as is necessary, those who have been longest in office since their election.
5.3 As between or among 2 or more directors who became directors on the same day, the director or directors to retire are determined by lot unless they otherwise agree between or among themselves.
5.4 Rule 6 does not apply to a retiring director or a person who has been nominated by the directors for election.
5.5 Unless the directors decide to reduce the number of directors in office the Company at any annual general meeting at which any director retires may fill the vacated office by re-electing the retiring director or electing some other qualified person.
5.6 If at the annual general meeting the vacated office is not filled, the retiring director, if willing and not disqualified, must be treated as re-elected unless the directors decide to reduce the number of directors in office or a resolution for the re-election of that director is put and lost.
5.7 A Managing Director appointed under rule 23 (or, if there is more than 1 Managing Director at the same time, the one appointed first), is not subject to retirement under rule 5.
5.8 The retirement of a director from office under this constitution and the re-election of a director or the election of another person to that office (as the case may be) takes effect at the conclusion of the meeting at which the retirement and re-election or election occur.
5.9 A partner, employer or employee of an auditor of the company may not be appointed or elected as a director.

6 Nomination for Election

1 Each candidate for election as a director must:

(1) be proposed by a member or the nominated representative of a corporate member; and

(2) be seconded by another member or the nominated representative of another corporate member.

6.2 No member or nominated representative of a member may propose more than 1 person as a candidate but may second more than 1 nomination.
6.3 A nomination of a candidate for election must:
(1) be in writing;
(2) be signed by the candidate; and
(3) be signed by the proposer and seconder.
6.4 A nomination of a candidate for election must be received at the registered office of the Company ~~not later than 5pm on the day which is 40~~ at least 35 business days prior to the annual general meeting at which the candidate seeks election.

60 Waiver of Notice

60.1 All resolutions of the directors passed at a meeting where a quorum is present but where notice of the meeting has not been given to each director, or any act carried out under any of the resolutions, is as valid as if the notice of meeting had been given to all directors if:
(1) the failure occurred by accident or inadvertent error; or
(2) each director to whom notice was not given subsequently agrees to waive the notice.

85 Rights of Proxies

85 A proxy appointed to attend and vote for a member has the same rights as the member:
(a) to speak at the meeting;
(b) to vote (but only to the extent allowed by the appointment); and
(c) to join in a demand for a poll.
85.1A Unless otherwise provided in the appointment of a proxy, an appointment will be taken to confer authority:
(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion; and
(2) to vote on any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the meeting; and
(3) to act generally at the meeting,

even though the instrument may refer to specific resolutions and may direct the proxy how to vote on those resolutions.

85.2 If a proxy is only for a single meeting it may be used at any postponement or adjournment of that meeting, unless the proxy states otherwise.
85.3 A proxy's authority to speak and vote for a member at a meeting is suspended while the member is present at the meeting.
85.4 A proxy may be revoked at any time by notice in writing to the Company.

92A. Establishing validity of appointment of a proxy, attorney or representative of a body corporate

92A.1 The chair of a meeting of members may:

(1) permit a person claiming to be a representative of a body corporate to exercise the powers of a representative of a body corporate, even if the person is unable to establish to the chair’s satisfaction that he or she has been validly appointed; or
(2) permit the person to exercise those powers on the condition that, if required by the Company, he or she produce evidence of the appointment within the time set by the chair.
92A.2 The chair of a meeting of members may require a person acting as a proxy, attorney or representative of a body corporate to establish to the chair’s satisfaction that the person is the person duly appointed to act. If the person fails to satisfy the requirement, the chair may exclude the person from attending or voting at the meeting.
92A.3 The chair may delegate his or her powers under rules 92A.1 and 92A.2 to any person.

Source P ayment of Dividends

122.1 ~~Except as permitted by the Act No dividend or bonus or payment by way of bonus is payable to members otherwise than out of profits of the Company. T~~ he directors may pay any interim and final dividends that, in their judgment, the financial position of the Company justifies.

AI assistant

BOOM LOGISTICS LIMITED — AGM Information 2012

64550_rns_2012-09-20_acb54466-5ef1-46cb-86d8-d2ce5087265e.pdf