BREAKTHROUGH MINERALS LIMITED — AGM Information 2012

Oct 2, 2012

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ABN 65 124 408 751

3 October 2012

Company Announcement Officer Australian Securities Exchange

Dear Sir/Madam

Notice of Annual General Meeting (AGM)

Please find attached the following documentation as despatched today to all shareholders of Intra Energy Corporation Limited (‘IEC or the ‘Company’).

1. Notice of General Meeting and Explanatory Statement; and

2. Proxy Form.

IEC refers to the announcement to the ASX on 7 August 2012 regarding the IEC Remuneration Framework and advises that no incentives were paid to Executive Directors during the financial year ended 30 June 2012.

The IEC executive remuneration framework has been developed after the establishment of a Remuneration Committee (two non-executive directors and the Executive Chairman) examining current market practice, seeking external advice and engaging an independent external adviser reviewing the remuneration framework.

The Company notes that the Short Term Incentive (STI) and Long Term Incentive (LTI) hurdles for the 2012 financial year were not met therefore:

1. No benefits were awarded to Executive Directors under the STI ; and

2. Performance Rights granted under the 2012 LTI Scheme subject to shareholder approval at the 2012 AGM as per the attached Notice of General Meeting, have not vested .

Yours sincerely

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Rozanna Lee Company Secretary

Suite 2001, Level 20, Australia Square, 264 George Street Sydney NSW 2000 T: 61 2 9252 5766 F: 61 2 9247 8966 www.intraenergycorp.com.au

Intra Energy Corporation Limited

ABN 65 124 408 751

Notice of Annual General Meeting

This is an important document. Please read it carefully.

If you are unable to attend the Annual General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form.

Notice of Meeting | Page 1

The Annual General Meeting of the Company will be held at the offices of KPMG

Level 15, 10 Shelley Street, Sydney NSW 2000

at 10.30 am (Sydney time) on Wednesday, 31 October 2012 .

Time and Place of Meeting and How to Vote

Venue

The Annual General Meeting of Shareholders of the Company will be held at:

Level 15, Commencing 10 Shelley Street 10.30 am (Sydney time) Sydney NSW 2000 on Wednesday, 31 October 2012

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

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

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of Meeting as soon as possible and either:

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of Meeting as soon as possible and either:

• send the Proxy Form by facsimile to the Company’s Share Registry, Link Market Services Limited on facsimile number + 61 2 9287 0309; or

• post to the Company’s Share Registry, Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235; or

• deliver the Proxy Form to the Company’s Share Registry, Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000; or

• online - www.linkmarketservices.com.au. Select ‘Investor Login’ and enter the holding details as shown on the Proxy Form. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

so that it is received not later than 10.30 am (Sydney time) on 29 October 2012.

Your Proxy Form is enclosed.

Notice of Meeting | Page 2

Intra Energy Corporation Limited

ABN 65 124 408 751

NOTICE OF 2012 ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 10.30am (Sydney time) on Wednesday, 31 October at the offices of KPMG at Level 15, 10 Shelley Street, Sydney NSW 2000.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 7 pm (Sydney time) on 29 October 2012.

AGENDA

BUSINESS

Financial Statements and Reports

To receive and consider the Financial Report together with the Directors’ Report and the Auditor’s Report for the Company and its controlled entities for the year ending 30 June 2012.

Resolution 1 – Adoption of Remuneration Report

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

" That the Company approves the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2012" .

Resolution 2 – Election of Director – William Paterson

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

" That, pursuant to clause 13.4 of the Constitution and for all other purposes Mr. William Paterson be elected as a Director of the Company”.

Resolution 3 – Election of Director – Gideon Nasari

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

" That, pursuant to clause 13.4 of the Constitution and for all other purpose, Mr. Gideon Nasari be elected as a Director of the Company”.

Resolution 4 – Retirement by Rotation and Re-Election of Director – Mr. David Mason

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

" That, pursuant to clause 13.2 of the Constitution and for all other purposes, Mr. David Mason be reelected as a Director of the Company”.

Resolution 5 – Approval of the Intra Energy Performance Rights and Option Plan

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

" That, for the purpose of ASX Listing Rule 7.2, Exception 9, as an exception to Listing Rule 7.1 and for all other purposes

1. the Performance Rights and Options plan for employees (including Directors) of the Company (“ Participants ”) known as the “Intra Energy Performance Rights and Option Plan (“ Plan ”)”;

2. the grant of Performance Rights or Options, and the subsequent issue or transfer of Shares to Participants under the Plan;

3. the provision of benefits to Participants under the Plan

which Plan is summarised in the Explanatory Statement be approved.

Resolution 6 – Grant of Performance Rights to the Executive Chairman, Mr. Graeme Robertson 2012 Long Term Incentive Scheme (LTIS) Invitation:

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

• “That for all purposes under the ASX Listing Rules approval is given for:

1. the grant of 1,030,574 Performance Rights provided to Mr. Graeme Robertson on 6 August 2012 ; and

2. in consequence of the vesting of those Performance Rights, Shares in IEC,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Statement accompanying this Notice of Meeting.”

Resolution 7 – Grant of Performance Rights to the Director, CFO, Mr. Jonathan Warrand 2012 Long Term Incentive Scheme (LTIS) Invitation:

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

• “That for all purposes under the ASX Listing Rules approval is given for:

1. the grant of 721,402 performance rights provided to Mr. Jonathan Warrand on 6 August 2012 ; and

2. in consequence of the vesting of those performance rights, shares in IEC,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Statement accompanying this Notice of Meeting.”

Resolution 8 – Grant of Performance Rights to the Executive Director, Mr. David Mason 2012 Long Term Incentive Scheme (LTIS) Invitation:

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

• “That for all purposes under the ASX Listing Rules approval is given for:

1. The grant of 669,873 performance rights provided to Mr. David Mason on 6 August 2012 ; and

2. In consequence of the vesting of those performance rights, shares in IEC,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Statement accompanying this Notice of Meeting.”

Resolution 9 - Grant of performance rights to the Executive Chairman, Mr. Graeme Robertson 2013 Long Term Incentive Scheme (LTIS) Invitation:

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

“That for all purposes under the ASX Listing Rules and the Corporations Act approval is given for:

1. Mr. Graeme Robertson to participate in the Plan with 1,666,666 performance rights being issued to him in the 2013 financial year; and

2. the acquisition by Mr. Graeme Robertson of those performance rights and, in consequence of the vesting of those performance rights, shares in IEC,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Statement accompanying this Notice of Meeting.”

Resolution 10 - Grant of performance rights to the Director, CFO Mr. Jonathan Warrand 2013 Long Term Incentive Scheme (LTIS) Invitation:

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

• “That for all purposes under the ASX Listing Rules and the Corporations Act approval is given for:

1. Mr. Jonathan Warrand to participate in the Plan with 916,666 performance rights being issued to him in the 2013 financial year; and

2. the acquisition by Mr. Jonathan Warrand of those performance rights and, in consequence of the vesting of those performance rights, shares in IEC,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Statement accompanying this Notice of Meeting.”

Resolution 11 - Grant of performance rights to the Executive Director, Mr. David Mason 2013 Long Term Incentive Scheme (LTIS) Invitation:

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

• “That for all purposes under the ASX Listing Rules and the Corporations Act approval is given for:

1. Mr. David Mason to participate in the Plan with 1,083,333 performance rights being issued to him in the 2013 financial year; and

2. the acquisition by Mr. David Mason of those performance rights and, in consequence of the vesting of those performance rights, shares in IEC,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Statement accompanying this Notice of Meeting.”

Resolution 12 - Approval of Executive Chairman termination payment:

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

“That, for the purposes of Chapter 2D Division 2 of the Corporations Act and all other purposes, the Shareholders approve the payment by the Company to Mr. Graeme Robertson of the retirement benefit described in the Explanatory Statement accompanying this Notice of Meeting, when and if Mr. Graeme Robertson becomes entitled to receive that benefit.”

Resolution 13 - Approval of Director, CFO termination payment:

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

“That, for the purposes of Chapter 2D Division 2 of the Corporations Act and all other purposes, the Shareholders approve the payment by the Company to Mr. Jonathan Warrand of the retirement benefit described in the Explanatory Statement accompanying this Notice of Meeting, when and if Mr. Jonathan Warrand becomes entitled to receive that benefit.”

Resolution 14 - Approval of Executive Director termination payment:

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

“That, for the purposes of Chapter 2D Division 2 of the Corporations Act and all other purposes, the Shareholders approve the payment by the Company to Mr. David Mason of the retirement benefit described in the Explanatory Statement accompanying this Notice of Meeting, when and if Mr. David Mason becomes entitled to receive that benefit.”

Resolution 15 – Approval of the Issue of Equity Securities for the purpose of ASX Listing Rule 7.1A

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

"That for the purposes of Listing Rule 7.1A and for all other purposes, the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the prescribed formula in Listing Rule 7.1A , be approved on the terms set out in the Explanatory Statement."

Voting Exclusion Statement

The following voting exclusion statement applies to the Resolutions under the Listing Rules or, where applicable, the provisions of the Corporations Act, to the following persons (“ Excluded Persons ”). The Company will disregard any votes on the following Resolutions cast by the following Excluded Persons and Associates of those persons:

Resolution No.	Title	Excluded Persons
1	Adoption of Remuneration Report	A member of the Key Management Personnel (“KMP”), or a Closely Related Party of the KMP, whose remuneration details are included in the Remuneration Report for the year ended 30 June 2012.
5	Approval of the Intra Energy Performance Rights and Options Plan	A Director of the Company - except one who is ineligible to participate in the Intra Energy Performance Rights and Options Plan.
6 - 11	Approval of the Long Term Incentive Scheme (LTIS) Invitation grant of Performance	A Director of the Company - except one who is ineligible to participate in the Intra Energy Performance Rights and Options Plan.

Resolution No.	Title	Excluded Persons
	Rights to Mr. Robertson, Mr. Warrand and Mr. Mason
12 - 14	Approval of termination payment to Mr. Robertson, Mr. Warrand and Mr. Mason	The Director whose termination payment is the subject of the Resolution.
15	Approval of issue of Equity Securities for the purpose of ASX Listing Rule 7.1A	A person (and any associates of such person) who may participate in the 10% Placement Capacity and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company need not disregard a vote in relation to Resolutions 1 and 5-15 if it is cast by:

1. a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

2. 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.

A vote may be cast on Resolution 1 and 5-14 by a KMP or a Closely Related Party of a KMP if:

1. the KMP is acting as proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on these Resolutions as described above; or

2. the KMP is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the KMP.

Voting by Proxy

The Corporations Act now places certain restrictions on the ability of KMP and their Closely Related Parties to vote on resolutions connected directly or indirectly with the remuneration of the Company’s KMP.

For those reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and consider appointing someone other than one of the Company’s KMP, as such proxies may not be able to vote undirected proxies.

If you appoint the Chairman as your proxy by marking the box in STEP 1 on the Proxy Form then you are providing express authorisation for the Chairman to vote on Resolutions 1 and 5 to 14 in accordance with his intentions as set out in this Notice and the Proxy From (except where you have indicated a different voting intention by marking the voting boxes in STEP 2 on the Proxy Form).

This express authorisation acknowledges that the Chairman may exercise your proxy in relation to Resolutions 1 and 5 to 14 even though these Resolutions are all connected with remuneration of a member of KMP and Resolutions 5 to 12 are Resolutions in respect of which the Chairman of the meeting has an interest.

Votes cast by the Chairman on Resolutions 1 and 5 to 12 other than authorised proxy holder will be disregarded because of his interest in the outcome of Resolutions.

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

If you do not mark the box at STEP 1 on the Proxy Form and you do not direct the Chairman how to vote on Resolutions 1 and 5 to 14 at STEP 2, the Chairman will not cast any votes in respect of those Resolutions that rise from undirected proxies.

Dated this 2[nd] Day of October 2012

By Order of the Board

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Graeme Robertson Chairman

Statement:

In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 7 pm (Sydney Time) on 29 October 2012.

ACN 124 408 751

Intra Energy Corporation Limited

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10.30 am (Sydney time) on Wednesday, 31 October 2012 at Level 15, 10 Shelley Street, Sydney NSW 2000.

The 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.

Financial Statements and Reports

The Corporations Act requires the Company to place its Financial Report, Directors' Report and Auditor's Report for the last financial year before the Annual General Meeting. No resolution is required for this item, but Shareholders will be given a reasonable opportunity to ask questions and to make comments on the reports and the management and performance of the Company.

The Company's Auditor will also be present at the meeting and Shareholders will be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit, the preparation and content of the Auditor's report, the accounting policies adopted by the Company and the independence of the Auditor.

The Company’s 2012 Annual Report has previously been sent to Shareholders and is available on the Company’s website at www.intraenergycorp.com.au.

1. Resolution 1 – Adoption of Remuneration Report

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

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company ( Key Management Personnel ). The Remuneration Report is part of the Directors’ Report contained in the Annual Report of the Company for the financial year ending 30 June 2012.

The vote on the resolution for adoption of the remuneration report is advisory only and does not bind the Directors or the Company. However, under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on the resolution at the annual general meeting are against adoption of the Remuneration Report, then:

• if comments are made on the remuneration report at the Annual General Meeting, the Company’s remuneration report for the financial year ending 30 June 2013 will be required to include an explanation of the Board’s proposed action in response or, if no action is proposed, the Board’s reasons for this; and

• if, at the Company’s 2013 Annual General Meeting, at least 25% of the votes cast on the resolution for adoption of the remuneration report for the 2013 financial year are against its adoption, the Company will be required to put to Shareholders a resolution proposing that a general meeting (“ Spill Meeting” ) be called to consider the election of Directors of the Company (“ Spill Resolution” ).

The Spill Meeting must be held within 90 days of the date of the 2013 Annual General Meeting. For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than the Managing Director and any Director taking office since the Directors resolved to put the Directors’ report to that AGM) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

An opportunity will be provided for discussion of the Remuneration Report at the meeting. In relation to the approval of the remuneration report of the Company for 2011, less than 25% of the votes cast on that resolution were against it.

The Chairman intends to vote all available proxies in favour of Resolution 1.

Directors Recommendation

The Remuneration Report forms part of the Directors’ Report which has unanimously been adopted by resolution of the Board. The Directors commend it to Shareholders for adoption.

2. Resolution 2 – Election of Director – Mr. William Paterson

Mr. William Paterson was appointed to the Board as an additional Director on 28 March 2012. In accordance with clause 13.4 of the Constitution, Mr. Paterson only holds office until the next general meeting of the Company and is then eligible for re-election. Mr. Paterson seeks re-election to the Board.

General

Bill graduated in 1964 from Auckland University with an honours degree in civil engineering. From 1973, for 27 years, he made major contributions as a Director to the growth and success of one of Australia's premier engineering consultancies. That business in 2002 became a listed engineering services provider, now known as Worley Parsons Ltd.

Bill has extensive experience and continuing involvement in the planning, design and implementation of a wide range of civil, infrastructure and building projects in the commercial, industrial and energy related sectors.

Directors’ Recommendation

The Directors (other than Mr. Paterson who abstains given his personal interest in the Resolution) recommend that Shareholders vote in favour of the election of Mr. Paterson.

3. Resolution 3 – Election of Director – Mr. Gideon Nasari

Mr. Gideon Nasari was appointed to the Board as an additional Director on 29 August 2012. In accordance with clause 13.4 of the Constitution, Mr. Nasari only holds office until the next general meeting of the Company and is then eligible for re-election. Mr. Nasari seeks re-election to the Board.

General

Gideon is currently the Managing Director and Chief Executive Officer of the National Development Corporation (NDC), a statutory organisation wholly owned by the Government of the United Republic of Tanzania with the mandate to implement strategic industrial development projects in partnership with the private sector.

Gideon has more than 30 years’ experience in mining, manufacturing and leadership. He has served as Manager, Deputy General Manager of Tanzania Portland Cement Co. Ltd and later as Executive Director, Corporate Affairs in 1998, having risen through the ranks from a Mining Geologist in 1978. In 2007, the President of the United Republic of Tanzania appointed him to his current position.

Directors’ Recommendation

The Directors (other than Mr. Nasari who abstains given his personal interest in the Resolution) recommend that Shareholders vote in favour of the election of Mr. Nasari.

4. Resolution 4 – Re-election of Director – Mr. David Mason

Pursuant to Listing Rule 14.4 and clause 13.2 of the Company’s Constitution, one-third of the Directors of the Company (rounded to the nearest whole number) must retire each year, excluding the Managing Director. A retiring Director may then be eligible for re-election. Mr. Mason retires by rotation and being eligible, seeks reelection to the Board.

General

David joined the Board in January 2011 and holds the position of Director – Exploration and Business Development. He has over thirty years’ exploration, drilling and mining experience throughout Australasia.

David was formerly a Director of Overseas & General Limited (ASX:OGL), a coal producer in Indonesia. Prior to this, David was Operations Director of Haddington Resources (now Altura Mining, ASX:AJM) a diversified resource company which acquired the resource investment and mining service companies of Minvest International, a group he managed.

In his prior role as General Manager of Minvest, David assisted in the development of the Adaro Indonesia coal mine, the MHU coal mine, a suite of exploration assets and mining service companies.

Directors’ Recommendation

The Directors (other than Mr. Mason who abstains given his personal interest in the Resolution) recommend that Shareholders vote in favour of the re-election of Mr. Mason.

5. Resolution 5 - Approval of the Intra Energy Performance Rights and Option Plan

Resolution 5 seeks Shareholder approval for a new employee incentive plan, being the Intra Energy Performance Rights and Option Plan (“ Plan ”).

The Plan was introduced following a detailed review of IEC’s executive remuneration strategy.

The new executive remuneration framework is discussed more fully in the Remuneration Report and IEC’s 2012 Annual Report.

The aim of the Plan is to align long term incentives for senior executives with the delivery of key performance measures. In particular, the Plan aims to simplify long term incentives and to make them more effective and clearly aligned with IEC’s and Shareholders’ objectives.

The Plan allows the grant of either performance rights (“ Performance Rights ”) or options (“ Options ”) to participants (“ Participants ”). A Performance Right is a right to acquire a Share (being a “ Plan Share ”), subject to the satisfaction of any service and performance conditions specified in the invitation. An Option is a right to acquire a Share (being a “ Plan Share ”), subject to the satisfaction of any service and performance conditions specified in the invitation and on payment of the exercise price specified in the invitation.

To facilitate and manage the grant of both Performance Rights and Options under the Plan, and the subsequent acquisition of Plan Shares on exercise of both Performance Rights and Options under the Plan, IEC has established the Intra Energy Employee Share Scheme Trust (“ Trust ”).

A summary of the rules for the Plan (“ Plan Rules ”) is set out below. The Plan Rules set out the general terms of the Plan. A grant of Plan Shares under the Plan is subject to both the Plan Rules and the terms of the trust deed (“ Trust Deed ”).

In the future, it is proposed that grants of Performance Rights or Options under the Plan will be made annually, following announcement of IEC’s full-year financial results. The Board will have discretion to make grants at other times including on the commencement of employment by a person deemed by the Board to be eligible to participate in the Plan. Whilst the Plan Rules provide the Board with flexibility in the design of the annual offer, the Board currently intends to make future offers on terms consistent with the terms of the offers contained in this Explanatory Statement. Any future issues of Shares under the Plan to a Director will only be made if Shareholder approval is received.

Summary of Plan Rules

The following is a summary of the Plan Rules.

Overview

The Plan allows IEC to grant Performance Rights or Options to eligible and invited employees. On satisfaction of any performance and service conditions contained in the invitation to an eligible employee, Performance Rights will be converted to an equivalent number of Plan Shares to be held in the Trust. Options, on satisfaction of any performance and service conditions contained in the invitation to an eligible employee will, on payment of the exercise price, be converted to an equivalent number of Plan Shares to be held in the Trust.

Who is eligible to participate?

Participation in the Plan is by invitation only. That is, only those eligible employees invited by the Board to apply will be able to participate. An employee includes a full or part time employee or Director of IEC or any of its related bodies corporate.

Operation of the Plan

The Plan is designed to provide Participants with an increased incentive to make a contribution to the long term sustainable performance of IEC.

The grant of Performance Rights or Options to Participants entitles Participants to be granted an equivalent number of Shares upon vesting, and in the case of Options, payment of the exercise price. IEC has established a trust for the sole purpose of subscribing for or purchasing, delivering and allocating Plan Shares under the Plan. Accordingly, any Plan Shares will be held by the trustee on trust for the Participant in accordance with the terms of

the Trust Deed and the Plan Rules. Participants are entitled to issue a withdrawal notice to the trustee requiring legal title in the Shares to be transferred to the Participant.

Consideration for Performance Rights or Options

Participants are not required to pay consideration for the acquisition of Performance Rights or Options granted under the Plan.

Consideration for Plan Shares

Participants are not required to pay consideration for Performance Rights becoming Plan Shares on exercise. Participants are required to pay consideration equal to the exercise cost for Options becoming Plan Shares on exercise.

Performance or vesting conditions

Vesting of Performance Rights or Options under the Plan will be subject to vesting conditions as determined by the Board of IEC and specified in the Participants’ invitations, which will include service and performance conditions.

Vesting timeframes

If Performance Rights or Options have not lapsed and the performance conditions have been satisfied, Performance Rights will vest in accordance with the timeframes set out in the Participants’ invitations. This time frame will usually be a minimum of three years.

Lapsing of Performance Rights or Options

Performance Rights and/or Options will lapse:

• upon the cessation of employment by the Participant;

• if the vesting conditions set down in the Participant’s invitation have not been met at the vesting date; or

• the vesting conditions set down in the Participant’s invitation have not been met and the Board determines that the vesting conditions cannot be met by the vesting date.

Transfer of Performance Rights or Options

A Participant is not entitled to assign, transfer, sell, encumber, hedge or otherwise deal with a Performance Right or Option except in accordance with the Trust Deed and the Plan Rules.

Rights attaching to Plan Shares acquired on exercise of the Performance Rights or Options, if any

Plan Shares acquired on exercise of the Performance Rights or Options will rank pari passu with all existing Shares from the date of allocation and will be entitled in full to those dividends or other distributions which have a record date for determining entitlements after the date of acquisition.

Quotation of Performance Rights, Options and Plan Shares acquired on exercise of the Performance Rights and Options

Performance Rights and Options granted under the Plan will not be quoted on the ASX. IEC will make application to the ASX for official quotation of any Plan Shares issued on Performance Rights and/or Options becoming vested and being exercised. Any Plan Shares acquired on market will already be quoted.

Limitation on issue

The maximum number of Performance Rights and Options which may be granted under the Plan must not exceed (assuming all outstanding Performance Rights and Options were exercised), when aggregated with any shares issued during the previous 5 years pursuant to any other employee share scheme operated by the Company, five per cent (5%) of the total issued capital of the Company at the time of the grant of the Performance Rights, excluding unregulated offers.

Variation to the Plan Rules

The Board may alter the Plan Rules or their application in accordance with the Listing Rules and the IEC Constitution and otherwise in accordance with the terms of the Plan Rules.

Other information

A copy of the Plan Rules or the Trust Deed may be requested from the Company Secretary.

The number of Performance Rights outstanding under the Plan, at the date of this notice is 2,638,269 .

Requirements for approval

Shareholder approval of the Plan is sought for all purposes under the Corporations Act and the Listing Rules of the ASX.

ASX Listing Rule 7.1

Listing Rule 7.1 provides a formula that limits the number of equity securities IEC may issue without Shareholder approval to 15% of each class of securities within any 12 month period.

Exception 9 of Listing Rule 7.2 provides that the 15% restriction in Listing Rule 7.1 will not apply to an issue of Performance Rights, Options or Plan Shares issued on exercise of vested Performance Rights or Options under the Plan where the issue of securities under the Plan has been approved by a resolution of Shareholders made during the previous 3 years.

Resolution 5 provides for Shareholder approval for future issues of Plan Shares under the Plan for the purposes of Exception 9 of Listing Rule 7.2. Accordingly, if Resolution 5 is passed, any Shares issued under the Plan will be excluded from the calculation of the maximum number of new equity securities that can be issued by IEC in any 12 month period (currently 15% of securities previously on issue) for a period of 3 years from the date of this approval. This will give the Board the flexibility to issue Plan Shares on the terms set out in the Plan during the next 3 years.

Director’s recommendation

The Board unanimously recommends that Shareholders vote in favour of the approval of the Intra Energy Performance Rights and Option Plan.

6. Resolutions 6 to 8 - Approval of the 2012 Long Term Incentive Scheme (LTIS) Invitation grant of Performance Rights to Mr. Graeme Robertson, Executive Chairman; Mr. Jonathan Warrand, Director and CFO; and Mr. David Mason, Executive Director

For the purpose of ASX Listing Rule 10.14 Resolutions 6 to 8 seek Shareholder approval for the grant of the following Performance Rights under the Plan on 6 August 2012:

• 1,030,574 Performance Rights to Mr. Robertson;

• 721,402 Performance Rights to Mr. Warrand; and

• 669,873 Performance Rights to Mr. Mason

and in consequence of the vesting of the above Performance Rights, the issue of Shares in IEC subject to the terms and conditions of the 2012 LTIS Invitation .

Under ASX Listing Rules, an issue of equity securities to a Director is required to be approved by Shareholders unless certain exemptions apply. This requirement does not apply in respect of securities purchased on-market.

These Performance Rights have been granted on a restricted basis: that is, subject to on-market purchase of IEC Shares by the Plan Trustee for the purposes of settlement of the exercise of the Performance Rights at vesting. We are seeking Shareholder approval to remove this restriction and allow IEC to settle the exercise of any Performance Rights which vest by way of a new issue of IEC Shares.

The Board has determined that the grant of the above 2012 Performance Rights to Mr. Robertson, Mr. Warrand and Mr. Mason is remuneration that is reasonable given the circumstances of the Company and the circumstances of each recipient. In making this determination the Board has also taken the responsibilities of the position held by that person into consideration. The grant of the 2012 Performance Rights therefore falls within an exception under Chapter 2E of the Corporations Act and Shareholder approval for the grant is not required.

ASX Listing Rule 10.15 requires this Notice of Meeting to include the following information in relation to the Performance Rights granted to Mr. Robertson, Mr. Warrand and Mr. Mason under the terms of the 2012 LTIS Invitation and the Plan.

Terms & Conditions of 2012 LTIS Invitation grant of Performance Rights

Maximum number of Shares

Each vested Performance Right, if any, will be converted to one ordinary Share on exercise. Accordingly, the maximum number of Shares that may be acquired, for which Shareholder approval under Resolutions 6 to 8 is sought is:

• 1,030,574 Shares to Mr. Robertson;

• 721,402 Shares to Mr. Warrand; and

• 669,873 Shares to Mr. Mason

The number of Performance Rights which will vest in accordance with the rules of the Plan and the invitation is dependent on the vesting conditions which can be summarised as follows:

Vesting Conditions

Performance Condition: External Measure

Vesting of 50% of the Performance Rights granted to Mr. Robertson, Mr. Warrand and Mr. Mason will be subject to Intra Energy’s Total Shareholder Return (TSR) outperforming the S&P/ASX300 Energy Index (ASX Code: XEK) over the vesting period.

IEC TSR over the vesting period will be ranked against the constituent companies of the S&P/ASX300 Energy Index (XEK). The Performance Rights subject to this Performance Condition will vest based on the IEC TSR Percentile Ranking achieved in this table.	Percentile Ranking	Percentage of Performance Rights subject to this Performance Condition which may vest
	50th	Nil
	>51st but < 60th	30%
	>60th but < 68th	60%
	>68th but < 76th	90%
	>76th	100%

• The Peer Group shall be established on the Grant Date as all companies within the S&P/ASX300 Energy Index.

• Any companies within the Peer Group which are delisted as at the vesting date shall be removed from the final analysis.

• The Company reserves the right to amend the Peer Group at any time prior to the vesting date.

Performance Condition: Internal Measure

Vesting of 50% of the Performance Rights granted to Mr. Robertson, Mr. Warrand and Mr. Mason will be subject to IEC achieving the budgeted earnings per share (Budget EPS) as determined by the Board over the vesting period. That is, the sum of three years ending 30 June 2014. Total Cumulative EPS = FYE 2012 Budget EPS + FYE 2013 Budget EPS + FYE 2014 Budget EPS. The Budget EPS will be determined by the Board and takes into account market expectations, economic and industry conditions, meeting the financial objectives and the past performance of the Company. Mr. Robertson, Mr. Warrand and Mr. Mason will be informed of the Budget EPS set each year in writing as soon as the relevant current financial year budget round is complete.

Approved Budget Earnings Per Share (EPS). EPS will be as defined under AIFRS for the relevant period. The Performance Rights subject to this Performance Condition will vest based on the reported results achieved in this table.	Performance against Budget EPS	Percentage of Performance Rights subject to this Performance Condition which may vest
	≥ 100% but < 107%	25%
	≥ 107% but < 114%	50%
	≥ 114% but < 120%	75%
	≥ 120%	100%

Service

Continuous employment with Intra Energy Corporation Limited from grant date to Vesting Date is a condition of vesting.

Vesting of Performance Rights

• Any Performance Rights which fail to meet the Service Condition above will lapse immediately.

• Any Performance Rights which fail to meet the Performance Conditions above on the Vesting Date will lapse immediately.

• There will be no retesting.

Vesting Date

29 August 2014 or the date of release of Intra Energy's financial results for the 2014 financial year end if later than 29 August 2014.

Consideration

As Mr. Robertson’s, Mr. Warrand’s and Mr. Mason’s respective grant forms part of their LTI remuneration, the Performance Rights were granted to these parties at no cost and no amount is payable on vesting of the Performance Rights.

The Performance Rights were granted under, and subject to, the Plan.

Performance Rights do not carry any dividend or voting rights prior to vesting.

Automatic Vesting

If the vesting conditions are satisfied, the Performance Rights will automatically vest and Shares acquired either on-market or via a new issue of Shares (with Shareholder approval).

Details of Director Remuneration & Interests

Table 1 below sets out the value of all of the remuneration and interests of each Director as at the date of this notice.

Table 1 – Director Remuneration & Interests

	Value of 2012 Performance Rights	Value of 2013	Total Fixed
Director		Performance Rights	Remuneration	Short Term Incentive	Shares	Options
Mr. Robertson	$170,045	$384,667	$200,000	$0	42,994,417	3,000,000
Mr. Warrand	$119,031	$211,567	$275,000	$110,000	1,211,539	1,000,000
Mr. Mason	$110,529	$250,033	$325,000	$130,000	2,222,835	1,500,000

Notes to table 1

1. The value of the 2012 Performance Rights has been assessed by an independent consultant applying a Monte Carlo Simulation methodology based on variables at 30 June 2012 in accordance with AIFRS-2. For a further explanation of the methodology used for the valuation of the 2012 Performance Rights please see Annexure A to this Notice.

2. Assumes the proposed grant of 2013 Performance Rights is also approved under Resolutions 9 – 11. The value of the 2013 Performance Rights has been assessed by an independent consultant a modified binomial valuation methodology. The value is based on variables determined at the date of this Notice and is indicative only. The Binomial valuation model divides the time to Performance Right expiry into a large number of intervals, or steps. At each interval it calculates that the stock price will move either up or down with a given probability and also by an amount calculated with reference to the stock’s volatility, the time to expiry and the risk free interest rate. A binomial distribution of prices for the underlying stock or index is thus produced. At expiry the Performance Right values for each possible stock price are known as they are equal to their intrinsic values. The model then works backwards through each time interval, calculating the value of the option at each step. At the point where a dividend is paid (or other capital adjustment made) the model takes this into account. The final step is at the current time and stock price, where the current theoretical fair value of the Performance Right is calculated.

The independent consultant has applied the following variables to the binomial valuation model to calculate the value of the 2013 Performance Rights.

the 2013 Performance Rights.
Date of Effective Valuation:	17-Sep-12
Risk-free Rate:	2.777%	Derived from the 3 Year Commonwealth Treasury Bond Rate on Date of Effective Valuation
Standard Deviation(Annualised)	67.304%	Annualised Standard Deviation, based on the IEC Closing Share Price for the 12 monthsprior to Date of Effective Valuation
Closing Share Price at Effective Date	$0.2300	ClosingIEC shareprice on Date of Effective Valuation
Exercise Price	$0.00	Asper Invitation
Annualised Dividend Rate:	0.00%	Based on expected dividends as at Date of Effective Valuation
Expected Life of Instrument:	1,032 days	Based on theperiod from expected issue date to vestingdate
Performance Conditions	Yes	50% Subject to TSR Hurdle(as described)
		50% Subject to EPS Hurdle(as described)
Service Conditions	Yes	Continuous service until the vestingdate
Option Pricing Model used		Binomial Approximation Option PricingModel

The Company will prepare and report a valuation based on actual variables at the date of issue in accordance with AIFRS2, if approved and granted.

1. Assumes the respective total fixed remuneration is the same in the 2012 and 2013 financial years.

2. Assumes the respective short term incentives are the maximum opportunities and are same in the 2012 and 2013 financial years. The Executive Chairman announced on 7 September 2012 that there will be no short term incentive benefits provided by the Company in respect of the 2012 financial year.

3. Shares and options are those in which the Director has a relevant interest in as at the date of this Notice.

4. The 2012 Performance Rights represent a value equal to approximately 85% of Mr. Robertson’s total fixed remuneration for the 2012 financial year, and approximately 192% for the 2013 financial year.

5. The 2012 Performance Rights represent a value equal to approximately 43% of Mr. Warrand’s total fixed remuneration for the 2012 financial year, and approximately 77% for the 2013 financial year.

6. The 2012 Performance Rights represent a value equal to approximately 34% of Mr. Mason’s total fixed remuneration for the 2012 financial year, and approximately 77% for the 2013 financial year.

7. The 3,000,000 options held by Mr. Robertson are exercisable at $0.65 each on or before 28 April 2012.The 1,000,000 options held by Mr. Warrand are exercisable at $0.65 each on or before 28 April 2014. The 1,500,000 options held by Mr. Mason are exercisable at $0.65 each on or before 28 April 2014.

Change of control

In the event of a takeover or change in control of the Company, any unvested Performance Rights will vest on a pro-rata basis based on the most current financial reports available at the time a change of control occurs, unless otherwise determined by the Board. The pro-rata period will be calculated from the grant date to the Change of Control date.

For employees who remain employed with Intra Energy after a change of control has occurred, and assuming Intra Energy remains a listed company, any unvested rights will remain available for vesting at the original vesting dates.

Performance Rights that vest following a change of control will not generally be subject to restrictions on dealings.

Termination of employment

If Mr. Robertson, Mr. Warrand or Mr. Mason respectively ceases employment before the vesting conditions are tested, unless the Board determines otherwise, the Performance Rights will automatically lapse.

Other Information

• Since Plan inception in July 2012, 2,638,269 Performance Rights have been granted under the Plan. Grants to Directors to date include:

• Mr. Graeme Robertson 1,030,574 (2012 LTIS Invitation);

• Mr. Jonathan Warrand 721,402 (2012 LTIS Invitation); and

• Mr. David Mason 669,873 (2012 LTIS Invitation).

• Mr. Robertson, Mr. Warrand and Mr. Mason are prohibited from hedging the share price exposure in respect of the Performance Rights during the vesting period applicable to those Performance Rights.

• If Shareholder approval is obtained, details of the Performance Rights granted will be provided in the Remuneration Report for the years ended 30 June 2013, 2014, and 2015.

• Any additional persons who become entitled to participate in the Plan after approval of Resolutions 6-8 (if obtained) and who are not named in the Notice of Meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

• The Directors (other than the Director who is the subject of the grant of Performance Rights) consider the grant of Performance Rights to each Director to be appropriate in all the circumstances and all recommend that Shareholders vote in favour of each grant.

7. Resolutions 9 - 11 Approval of the 2013 Long Term Incentive Scheme (LTIS) Invitation grant of Performance Rights to Mr. Graeme Robertson, Executive Chairman; Mr. Jonathan Warrand, Director and CFO; and Mr. David Mason, Executive Director

For the purpose of ASX Listing Rule 10.14 and Chapter 2E of the Corporations Act approval is sought for the grant of the following Performance Rights under the Plan:

• 1,666,666 Performance Rights to Mr. Robertson;

• 916,666 Performance Rights to Mr. Warrand; and

• 1,083,333 Performance Rights to Mr. Mason

and in consequence of the vesting of the above Performance Rights, Shares in IEC subject to the terms and conditions of the 2013 LTIS Invitation .

Under Chapter 2E of the Corporations Act the Company cannot give a financial benefit to a related party of the Company without obtaining Shareholder approval unless an exception applies under that Act. The 2013 LTIS Invitation grant of Performance Rights to Mr. Robertson, Mr. Warrand and Mr. Mason is a financial benefit to a related party (Director).

An exception to the requirement for the Company to obtain Shareholder approval for the purpose of Chapter 2E of the Corporations Act for the giving of a financial benefit to a related party is where the benefit is remuneration that is reasonable given the circumstances of the Company and the circumstances of the individual grantee taking into consideration the responsibilities of the position held by that person.

Given that the Company’s performance and circumstance for the 2013 financial year cannot be measured at the time of the grant of the 2013 Performance Rights the Board has been unable to form the view that such grant satisfies the above exception. The Company therefore seeks Shareholder approval for the giving of the financial benefit (2013 Performance Rights) to Mr. Robertson, Mr. Warrand and Mr. Mason for the purpose of Chapter 2E of the Corporations Act.

Under ASX Listing Rules, an issue of equity securities to a Director is required to be approved by Shareholders unless an exception applies. This requirement does not apply in respect of securities purchased on-market.

ASX Listing Rule 10.15A requires this Notice of Meeting to include the following information in relation to the Performance Rights granted to Mr. Robertson, Mr. Warrand and Mr. Mason under the terms of the 2013 LTIS Invitation and the Plan.

Terms & Conditions of 2013 LTIS Invitation grant of Performance Rights

Maximum number of Shares

Each vested Performance Right, if any, will be converted to one ordinary Share on exercise. Accordingly, the maximum number of Shares that may be acquired or issued, for which Shareholder approval under Resolutions 9 - 11 is sought, is:

• 1,666,666 Shares to Mr. Robertson;

• 916,666 Shares to Mr. Warrand; and

• 1,083,333 Shares to Mr. Mason.

The number of Performance Rights which will vest in accordance with the rules of the Plan and the invitation is dependent on the vesting conditions which can be summarised as follows:

Vesting Conditions

Performance Condition: External Measure

Vesting of 50% of the Performance Rights granted to Mr. Robertson, Mr Warrand and Mr Mason will be subject to Intra Energy’s Total Shareholder Return (TSR) outperforming the S&P/ASX300 Energy Index (ASX Code: XEK) over the vesting period.

IEC TSR over the vesting period will be ranked against the constituent companies of the S&P/ASX300 Energy Index (XEK). The Performance Rights subject to this Performance Condition will vest based on the IEC TSR Percentile Ranking achieved in this table.		Percentage of Performance Rights subject to this Performance Condition which may vest
	Percentile Ranking
	50th	Nil
	>51st but < 60th	30%
	>60th but < 68th	60%
	>68th but < 76th	90%
	>76th	100%

• The Peer Group shall be established on the Grant Date as all companies within the S&P/ASX300 Energy Index.

• Any companies within the Peer Group which are delisted as at the vesting date shall be removed from the final analysis.

• The Company reserves the right to amend the Peer Group at any time prior to the vesting date.

Performance Condition: Internal Measure

Vesting of 50% of the Performance Rights granted to Mr. Robertson, Mr. Warrand and Mr. Mason will be subject to IEC achieving the budgeted earnings per share (Budget EPS) as determined by the Board over the vesting period. That is, the sum of three years ending 30 June 2015. Total Cumulative EPS = FYE 2013 Budget EPS + FYE 2014 Budget EPS + FYE 2015 Budget EPS. The Budget EPS will be determined by the Board and takes into account market expectations, economic and industry conditions, meeting the financial objectives and the past performance of the Company. Mr. Robertson, Mr. Warrand and Mr. Mason will be informed of the Budget EPS set each year in writing as soon as the relevant current financial year budget round is complete.

Approved Budget Earnings Per Share (EPS). EPS will be as defined under AIFRS for the relevant period. The Performance Rights subject to this Performance Condition will vest based on the reported results achieved in this table.		Percentage of Performance Rights subject to this Performance Condition which may vest
	Performance against Budget EPS
	≥ 100% but < 107%	25%
	≥ 107% but < 114%	50%
	≥ 114% but < 120%	75%
	≥ 120%	100%

Vesting Date

31 August 2015 or the date of release of Intra Energy's financial results for the 2015 financial year end if later than 31 August 2015.

Otherwise the terms and conditions and other information for the grant of the Performance Rights under the 2013 LTIS Invitation are the same as for the grant of Performance Rights under the 2012 LTIS Invitation.

Potential dilution to existing Shareholders

As at the date of this Notice the Company has 242,657,709 fully paid ordinary Shares on issue. Table 2 below shows the potential dilution to existing Shareholders upon the issue of new Shares as a result of the vesting of the respective 2013 LTI Invitation Performance Rights in accordance with the Plan.

Table 2 does not take into account the effect of the dilution to existing Shareholders as a result of:

• The Company purchasing any Shares on-market upon the vesting of the 2012 and/or 2013 LTI Invitation Performance Rights ;

• New Shares issued upon the vesting of the 2012 LTI Invitation Performance Rights;

• The exercise of any Options prior to the vesting of the 2013 LTI Invitation Performance Rights.

Table 2 – Potential dilution to existing Shareholders

	New Shares issued on vesting of the 2013 LTIS Invitation Performance Rights	Dilution to existing Shareholders
Mr. Robertson	1,666,666	0.007%
Mr. Warrand	916,666	0.004%
Mr. Mason	1,083,333	0.004%
Total	3,666,665	0.015%

Other Information

• If Shareholder approval is obtained, details of the Performance Rights granted under the 2013 LTIS Invitation will be provided in the Remuneration Report for the years ended 30 June 2014, 2015, and 2016.

• Any additional persons who become entitled to participate in the Plan after approval of Resolutions 9 - 11 (if obtained) and who are not named in the Notice of Meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

• The Directors (other than the Director who is the subject of the grant of Performance Rights) consider the grant of Performance Rights to be appropriate in all the circumstances and all recommend that Shareholders vote in favour of the grant.

• 8 Resolutions 12 – 14 - Approval of termination payment to Mr. Graeme Robertson, Mr. Jonathan Warrand and Mr. David Mason

Background and reasons for Resolutions 12-14

Under section 200B of the Corporations Act, a corporation can only give a person who holds a “managerial or executive office” (as defined in the Corporations Act) a “benefit” (as defined in the Corporations Act) in connection with their retirement from that office or position of employment in the corporation or a “related body corporate” (again as defined in the Corporations Act), if it is approved by Shareholders or one of the limited exemptions apply.

In 2009, the Corporations Act was amended in particular to:

• reduce the maximum termination amount without Shareholder approval to the average annual base salary over the last three years;

• increase the time period to which the Corporations Act applied to the last three years before retirement; and

• define “benefit” to include early vesting.

The Corporations Act defines “retirement” broadly to include loss of office, resignation and death.

Reasons for Shareholder approval

The Company is seeking Shareholder approval, for the purposes of sections 200B and 200E of the Corporations Act, for all “termination benefits” that the Company proposes to provide in connection the cessation of employment to Mr. Robertson, Mr. Warrand and Mr. Mason.

Termination benefits may be given or become payable by the Company in cash under relevant employment arrangements and vesting of unvested Performance Rights and/or Options.

Value of the termination benefits - Employment Agreement

Each of Mr. Robertson, Mr. Warrand and Mr. Mason are employed by the Company pursuant to executive service agreements. The value of the termination benefits that the Board may approve under their respective executive service agreements is equivalent of up to 12 months of their respective then current salary if the Company elects to make a payment in lieu of the required 12 month notice period following termination “without cause”, plus any accrued leave entitlements.

Value of the termination benefits – Intra Energy Performance Rights and Option Plan (“Plan”)

The termination benefits that may be given under the Plan includes the early vesting of Performance Rights and/or Options in certain circumstances of retirement from office. For example, if Mr. Robertson, Mr. Warrand or Mr. Mason ceases to be employed by the Company due to redundancy, retirement, permanent incapacity, death or another reason with the approval of the Board, he may be deemed a “good leaver” in accordance with the Plan Rules. Where Mr. Robertson, Mr. Warrand or Mr. Mason respectively becomes a “good leaver,” all unvested Performance Rights and/or Options will automatically lapse, unless the Board determines in its sole and absolute discretion to allow some or all of those Performance Rights and/or Options to vest, in which case those Performance Rights will be automatically exercised, and Options will be available for Mr. Robertson, Mr. Warrand and Mr. Mason respectively to exercise within 30 days of cessation of employment.

If Mr. Robertson, Mr. Warrand or Mr. Mason becomes a “good leaver” in accordance with the Plan Rules and the Board determines to allow any of them to exercise some of their respective unvested Performance Rights and/or Options, the Board intends to take into account all relevant factors, including their respective:

• duration of service; and

• personal performance and the Company’s performance, including by reference to the performance conditions described in the Explanatory Statement to the Notice of Annual General Meeting approving any grants under the Plan,

in determining the number of their respective unvested Performance Rights and/or Options which will become available for exercise.

Accordingly, the value of the termination benefits that the Board has discretion to give under the Plan cannot be determined in advance. This is because various matters will or are likely to affect the calculation of that value. Specifically, the calculation of the value of the particular benefit will be affected by factors such as:

• the Share price at the time of vesting;

• the exercise price (if any);

• whether the retiree is a “good leaver” under the Plan Rules;

• the number of unvested Performance Rights and/or Options held by each of Mr. Robertson, Mr. Warrand or Mr. Mason at the time of retirement from office;

• whether there is a takeover or change in control of the Company. See the Explanatory Notes in respect of Resolutions 6-8 for a summary of the effect of takeover or change in control on unvested Performance Rights; and

• the number of Performance Rights and/or Options that the Board decides to vest at the time of retirement of Mr. Robertson, Mr. Warrand or Mr. Mason.

The total amount of termination benefits payable to each of the 3 Directors will be the sum of their termination benefits, if any, under the employment agreements and under the Plan.

The Board (excluding the individual Director the subject of Resolutions 12 -14 respectively) unanimously recommends that Shareholders vote in favour of the approval of the termination payment to Mr. Graeme Robertson, Mr. Warrand and Mr. Mason on the basis set out.

8. Resolution 15 – Approval of Issue of Equity Securities for the purpose of ASX Listing Rule 7.1A

Resolution 15 seeks Shareholder approval by way of special resolution for the Company to have the ability to issue Equity Securities pursuant to the 10% Placement Capacity available under ASX Listing Rule 7.1A.

Overview

Listing Rule 7.1A was introduced on 1 August 2012 and allows mid to small cap listed entities to seek Shareholder approval to issue Equity Securities equivalent to an additional 10% of the number of ordinary securities on issue by way of placements over a 12 month period ( 10% Placement Capacity ). This is in addition to the 15% permitted under listing rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less at the time of the AGM. The Company is currently an eligible entity for the purpose of Listing Rule 7.1A. The Board expects that the Company will be an eligible entity as at the date of the AGM. However if the Company is not eligible, Resolution 15 will be withdrawn.

Shareholder Approval

The ability to issue Equity Securities under Listing Rule 7.1A is subject to Shareholder approval by way of special resolution at AGM. Approval cannot be sought at any other Shareholder’s meeting and Equity Securities issued under the approval (if obtained) must be issued within 12 months after the date of the AGM.

No Equity Securities can be issued under Listing Rule 7.1A before the special resolution is passed. The issue of securities under this rule cannot be subsequently approved by security holders and then be treated as if the issue had received prior approval.

Equity Securities

Any Equity Securities issued by the Company under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Notice the Company has only one class of Equity Securities on issue being Shares.

Formula for calculating the 10% Placement Capacity

The Company may issue Equity Securities during the 12 month period after the date of approval calculated in accordance with the following formula as contained in ASX Listing Rule 7.1A.2:

(A x D) – E

A is the number of fully paid ordinary Shares on issue 12 months before the date of issue or agreement to issue:

• plus the number of fully ordinary Shares issued in the 12 months under an exception in Listing Rule 7.2;

• plus the number of partly paid ordinary Shares that became fully paid in the 12 months;

• plus the number of fully paid ordinary Shares issued in the 12 months with approval of Shareholders under Listing Rule 7.1 or 7.4;

• less the number of fully paid ordinary Shares cancelled in the 12 months.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with approval of Shareholders under Listing Rule 7.1 or 7.4.

Additional Disclosure

For the purpose of Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Capacity:

• Minimum issue price

• The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

• the date on which the Equity Securities are to be issued; or

• the date on which the price of the Equity Securities is agreed, provided that the issue is then completed within 5 Business Days.

• Risk of dilution

If the Company issues Equity Securities under the 10% Placement Capacity, there is a risk that the economic and voting power of existing Shareholders will be diluted.

There is also a risk that:

• the market price for the Company’s Equity Securities may be significantly lower on the issue date than the date of approval at the AGM; and

• the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

The below table shows the risk of dilution to existing Shareholders if the Company issues Equity Securities under the 10% Placement Capacity on the basis of:

• the current market price of Shares and the current number of Shares calculated in accordance with Listing Rule 7.1A(2) variable “A”;

• a 50% decrease in the current market price of Shares and a 50% increase in the current number of Shares calculated in accordance with Listing Rule 7.1A(2) variable “A”; and

• a 100% increase in the current market price of Shares and a 100% increase in the current number of Shares calculated in accordance with Listing Rule 7.1A(2) variable “A”.

		Dilution / Effect	Dilution / Effect	Dilution / Effect
Variable “A” in Listing Rule 7.1A.2		$0.115 50% decrease in Issue Price		$0.46 100% increase in Issue Price
			$0.23 Issue Price
Current Variable A	10% Voting Dilution	24,265,771	24,265,771	24,265,771
	Funds Raised	$2,790,564	$5,581,127	$11,162,255
50% increase in current Variable A	10% Voting Dilution	36,398,656	36,398,656	36,398,656
	Funds Raised	$4,185,845	$8,371,691	$16,743,382
100% increase in current Variable A	10% Voting Dilution	48,531,542	48,531,542	48,531,542
	Funds Raised	$5,581,127	$11,162,255	$22,324,509

The table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.

• The table does not show any examples of the dilution that may be caused to a specific Shareholder based on that Shareholder’s holding at the date of the AGM.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

• The table only shows the effect of issues under Listing Rule 7.1A and does not consider the effect of any issues under the 15% placement capacity under Listing Rule 7.1 during the 12 month period or any other issues.

• The Issue Price of the Shares is $0.23, being the closing price of the Shares on ASX on 17 September 2012.

 Final issue date

The final date that the Company can issue Equity Securities under the 10% Placement Capacity is 12 months from the date of the AGM, being 30 October 2013.

The approval under Resolution 15 will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

 Purpose of the issue

The Company may seek to issue the Equity Securities for the following purposes:

• cash consideration to be applied to the acquisition of new assets or investments, expenditure associated with the Company’s power generation and coal production operations ; or

• non-cash consideration for the acquisition of new resources, assets or investments.

If the Equity Securities are issued for non-cash consideration, the Company will release to the market a valuation of the non-cash consideration which demonstrates that the issue price of the securities complies with Listing Rule 7.1A.3.



Allocation policy

The Company’s allocation policy for the issue of Equity Securities pursuant to the 10% Placement Capacity is largely dependent on the prevailing market conditions and the circumstances of the Company at the time of any proposed issue. The time frame over the 12 month period which the Company expects to make placements under the Resolution 15 approval therefore cannot yet be accurately determined.

As at the date of the Notice the Company has not formed an intention to issue securities under a placement pursuant to Listing Rule 7.1A to any particular party. The Company may approach existing Shareholders, a class or group of existing Shareholders, or new investors who have not previously been Shareholders to participate in a placement of Equity Securities.

When determining to issue the 10% Placement Capacity securities the Company will have regard to a range of factors including but not limited to:

• the effect of the issue of Equity Securities on the control of the Company;

• the financial circumstances of the Company;

• whether the raising of funds could be carried out by means of a pro-rata entitlements offer or other similar issue to allow existing Shareholders to participate ;

• advice from the Company’s corporate, financial and professional advisors;

• whether a placement of Equity Securities to a vendor(s) as non-cash consideration for the acquisition of new resources, assets or investments is the best alternative for the Company.

No previous approval

Listing Rule 7.1A came into effect on 1 August 2012. As such, the 2012 AGM is the first time that the Company has been able to seek Shareholder approval for the 10% Placement Capacity. Therefore the Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

Voting exclusion statement

A voting exclusion statement is contained in this Notice.

As at the date of this Notice, the Company does not yet know, nor has it formed an intention in relation to how it will decide, which parties it may approach to participate in any issue that may ultimately be made. Therefore, no Shareholders will be excluded from voting on Resolution 15 as no Shareholder has an interest in the outcome of the Resolution that is potentially different from that of any other Shareholder.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of the 10% Placement Capacity.

INTRA ENERGY CORPORATION LIMITED

ABN 65 124 408 751

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy must be allocated a proportion of the member’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. 3.1. 2 Directors of the company;

5. 3.2. a Director and a company secretary of the company; or

6. 3.3. for a proprietary company that has a sole Director who is also the sole company secretary – that Director.

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

1. Completion of a Proxy Form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as the Proxy Form.

3. You can direct your proxy how to vote on each Resolution by completing STEP 2 on the Proxy Form.

4. If you appoint the Chairman as your proxy by marking the box in STEP 1 on the Proxy Form then you are providing express authorisation for the Chairman to vote on Resolutions 1 and 5 to 14 in accordance with his intentions as set out in this Notice and the Proxy From (except where you have indicated a different voting intention by marking the voting boxes in STEP 2 on the Proxy Form).

This express authorisation acknowledges that the Chairman may exercise your proxy in relation to Resolutions 1 and 5 to 14 even though these Resolutions are all connected with remuneration of a member of KMP and Resolutions 5 to 12 are Resolutions in respect of which the Chairman of the meeting has an interest.

Votes cast by the Chairman on Resolutions 1 and 5 to 12 other than authorised proxy holder will be disregarded because of his interest in the outcome of Resolutions.

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

1. If you do not mark the box at STEP 1 on the Proxy Form and you do not direct the Chairman how to vote on Resolutions 1 and 5 to 14 at STEP 2, the Chairman will not cast any votes in respect of those Resolutions that rise from undirected proxies. If you appoint a KMP other than the Chairman at STEP 1 , and do not complete STEP 2 , your vote will not be counted in respect of resolutions 1 and 5 - 14.

2. To vote by proxy, please complete and sign the Proxy Form enclosed and send:

3. 9.1. by post to Level 12, 680 George Street, Sydney NSW 2000; or

4. 9.2. by facsimile to: (02) 9287 0309 (within Australia) or +61 2 9287 0309 (outside Australia)

so that it is received not later than 10.30 am (Sydney Time) on 29 October 2012.

Proxy Forms received later than this time will be invalid.

GLOSSARY

In this Notice of Meeting:

$ means Australian Dollars.

10% Placement Capacity means the Company’s ability under Listing Rule 7.1A to issue Equity Securities up to 10% of its issued share capital by way of placements over a 12 month period after the AGM.

AGM , General Meeting or Meeting means the annual general meeting of Shareholders convened for the purposes of considering the Resolutions.

Annual Report means the Directors Report, the Financial Report and the Auditors Report in respect to the financial year ended 30 June 2012.

ASIC means the Australian Securities and Investments Commission.

Associate has the same meaning as in the Corporations Act.

ASX means ASX Limited ACN 008 624 691 or the market it operates known as the Australian Securities Exchange, as applicable.

Auditor means the auditor of the Company.

Auditors Report means the auditor’s report on the Financial Report.

Board or Board of Directors means the board of Directors of the Company.

Chair or Chairman means the person appointed the chair of the Meeting convened by this Notice.

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company or IEC means Intra Energy Corporation Limited ABN 65 124 408 751.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a Director of the Company.

Directors’ Report means the annual Directors report.

Equity Securities has the same meaning as in the Listing Rules.

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

Financial Report means the annual financial report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel or KMP means key management personnel as identified in the Remuneration Report for the financial year ended 30 June 2012.

Listing Rules means the Listing Rules of the ASX.

Managing Director means the managing Director of the Company.

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

Plan Rules means the rules of the Intra Energy Performance Rights and Options Plan.

Proxy Form means a proxy form accompanying this Notice of Meeting.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means a resolution to be considered at the Annual General Meeting as contained in the Notice of Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder means a person registered as a holder of a Share.

Sydney Time means Australian Eastern Standard Time.

VWAP means volume weighted average price.

In this Notice and the Explanatory Statement words importing the singular include the plural and vice versa.

Annexure A – 2012 Performance Rights value methodology

In terms of the methodology for the valuation of the Performance Rights, the Performance Rights for IEC include market-based performance hurdles -- market conditions --where the Employee Stock Option ( ESO ) valuation is linked to the performance of the Company relative to a market or industry index, and where vesting percentages depend on the relative performance of the Company, as measured by Total Shareholder Return ( TSR ), with respect to a peer group of stocks.

Outperformance based against peer group

In an increasing number of Relative Total Shareholder Return (TSR) plans, vesting depends on the performance of the Company relative to that of a peer group of companies. At the end of the vesting period (" test date ") the percentile ranking of the company's TSR within the peer group determines the percentage of Options or Performance Shares that will vest.

A valuation template application designed to value these types of ESO and Performance Share plans has been used. The template uses a combination of Monte Carlo Simulation and a trinomial lattice to model the performance of the Company's stock and the individual stocks within the selected peer group (typically 15 to 30 industry peers) taking into account their individual volatilities and correlations. The add-in includes tools to calculate these measures from historical data.

The percentage of Performance Right that will vest at each percentile ranking point is calculated according to a user-defined vesting schedule. Vesting percentages which fall between defined percentile points are calculated based on a sliding scale (linear interpolation).

For the TSR Performance Rights, the Company was measured against the S&P/ASX300 Energy Index (ASX Code: XEK). The vesting states that if TSR percentile rank is 50th or below, no rights will vest. If the rank is between the 51st and 60th percentile, then 30% will vest. If between 60th and 68th percentile, then 60% will vest. If between 68th and 76 percentile, then 90% will vest. If greater than 76th percentile, then 100% will vest.

In respect of the valuation, we used an underlying share price of 23 cents, with a 3 year expiry and vesting period, which when the relevant information for the correlation was inserted into the model which ran the 10,000 Monte Carlo simulations, valued the TSR (i.e. measured against the performance of IEC against the stocks in the S&P/ASX 300 Energy Sector) options at 17 cents. We assumed a 0% exit rate for employees on the basis that the Rights were issued to only 3 directors and 1 employee. The inputs into the model require ALL the stocks in S&P/ASX 300 Energy Sector to be individually measured for volatility and the closing share prices correlated against each other to form a matrix which is input into the underlying model that determines the value.

Budgeted EPS Performance Right Valuation

Again, using an underlying share price of 23 cents, with a 3 year expiry and vesting period, we valued the Budgeted EPS Performance Rights at 16 cents. We have again also assumed a 0% exit rate for employees on the basis that the Rights were issued to only 3 directors and one employee. In valuing the Performance Rights, we correlated a Budgeted EPS to a targeted Share price. We therefore assumed that the 100% Actual EPS against Budgeted EPS would be the equivalent of the share price remaining the same, subject to the Share price increasing in accordance with the risk free rate. In other words, when 100% of Budgeted EPS is met over the 3 year period, we assumed that the Share price will be the same as what it currently was (at measurement time) increased by the risk free rate compounded for three years. I.e. if 100% of Budgeted EPS was met, we assumed a share price of 26 cents at the end of the three year period (23 cents x 1.03 x 1.03 x 1.03). If 107% of Budgeted EPS was met, we assumed a share price of 107% of the 26 cents (being the calculated 100% price target), which is the next vesting hurdle. If 114% of Budgeted EPS is met, we assumed a share price of 114% of the 26 cents (being the calculated 100% price target), which is the next vesting hurdle, etc to 120%.

The model that again measures the Performance Right value uses 5,000 Monte Carlo simulations to determine the Performance Right price.

Monte Carlo simulations / methodology

Monte Carlo methods are a class of computational algorithms that rely on repeated random sampling to compute their results. Monte Carlo methods are often used in computer simulations of physical and mathematical systems. These methods are most suited to calculation by a computer and tend to be used when it is infeasible to compute an exact result with a deterministic algorithm. They are based on the use of random numbers and probability statistics to investigate problems and are normally contained with mathematical formulas (such as those used in excel) perform numerous calculations to obtain a result based upon different probabilities.

LODGE YOUR VOTE



ONLINE

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Intra Energy Corporation Limited ABN 65 124 408 751

www.linkmarketservices.com.au

• By mail:

• Intra Energy Corporation Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: +61 2 8280 7111

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ShAREhOLDER VOTING FORM

I/We being a member(s) of Intra Energy Corporation Limited and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named.

If no person/body corporate is named, the Chairman of the Meeting, is appointed as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10:30am on Wednesday, 31 October 2012, at the Offices of KPMG at Level 15, 10 Shelley Street, Sydney, NSW and at any adjournment or postponement of the meeting.

AUThORISATION TO ChAIRMAN OF ThE MEETING TO CAST VOTES ON ITEMS 1 AND 5 - 14 I/We authorise the Chairman of the Meeting to vote on items 1 and 5 - 14 in accordance with his/her intentions as set out in the Notice of Meeting and this form (except where I/we have indicated a different voting intention by marking the voting boxes). I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy in relation to these items even though these items are all connected with remuneration of a member of Key Management Personnel and items 5 - 12 are resolutions in respect of which the Chairman of the Meeting has an interest. I/We note that votes cast by the Chairman of the Meeting on items 5 - 12 other than as proxy holder will be disregarded because if his interest in the outcome of those items. The Chairman of the Meeting intends to vote available proxies in favour of items 1 and 5 - 14. If you do not mark this box and you do not direct the Chairman of the Meeting how to vote on items 1 and 5 - 14 at STEP 2 , the Chairman of the meeting will not cast any votes in respect of items 1 and 5 - 14 that rise from undirected proxies.

• If you appoint a proxy, IEC encourages you to direct your proxy how to vote on each item of business. GO TO STEP 2 .

• Directors (other than the Chairman of the Meeting, where authorised) and other Key Management Personnel of the Company and their closely related parties (see the Notice of Meeting and overleaf) will not cast any vote in respect of items 1 and 5 - 14 that arise from any undirected proxy that they hold.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS

• Resolutions For Against Abstain * 9 Grant of performance rights to the Executive For Against Abstain * 1 Adoption of Remuneration Report Chairman, Mr. Graeme Robertson 2013 Long Term Incentive Scheme (LTIS) Invitation

• 10 Grant of performance rights to the Director,

• 2 Election of Director – William Paterson CFO Mr. Jonathan Warrand 2013 Long Term Incentive Scheme (LTIS) Invitation

• 3 Election of Director – Gideon Nasari 11 Grant of performance rights to the Executive Director, Mr. David Mason 2013 Long Term Incentive Scheme (LTIS) Invitation

• 4 Retirement by Rotation and Re-Election of 12 Approval of Executive Chairman termination Director – Mr David Mason payment

• 5 Approval of the Intra Energy Performance 13 Approval of Director, CFO termination Rights and Option Plan payment

• 6 Grant of Performance Rights to the Executive Chairman, Mr. Graeme Robertson 2012 Long 14 Approval of Executive Director termination Term Incentive Scheme (LTIS) Invitation payment

• 7 Grant of Performance Rights to the Director, 15 Approval of the Issue of Equity Securities CFO, Mr. Jonathan Warrand 2012 Long Term for the purpose of ASX Listing Rule 7.1A

• Incentive Scheme (LTIS) Invitation

• 8 Grant of Performance Rights to the Executive Director, Mr. David Mason 2012 Long Term Incentive Scheme (LTIS) Invitation

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

STEP 3 SIGNATURE OF ShAREhOLDERS – ThIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

IEC PRX202R

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:30am on Monday, 31 October 2012, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Intra Energy Corporation Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

INTRA ENERGY CORPORATION LIMITED

ABN 65 124 408 751

Addendum to Explanatory Statement to the Notice of Annual General Meeting dated 2 October 2012

Purpose of Addendum

The purpose of this addendum to the Explanatory Statement to the Notice of Annual General Meeting dated 2 October 2012 ( Addendum ) is to provide Shareholders with additional information regarding Resolution 15 (Approval of Equity Securities for the purposes of ASX Listing Rule 7.1A) to be put to Shareholders at the Annual General Meeting to be held at 10.30 am (Sydney time) on Wednesday, 31 October 2012 at Level 15, 10 Shelley Street, Sydney NSW 2000.

This Addendum should be read in its entirety and in conjunction with the full Notice of Annual General Meeting dated 2 October 2012.

Resolution 15 – Additional Information for Shareholders

Resolution 15 seeks Shareholder approval by way of special resolution for the Company to have the ability to issue Equity Securities pursuant to the 10% Placement Capacity available under ASX Listing Rule 7.1A.

The Explanatory Statement for Resolution 15 includes a table under the subheading ‘Risk of dilution’ that shows the risk of dilution to existing Shareholders if the Company issues Equity Securities under the 10% Placement Capacity ( Table ).

The Company wishes to provide the following additional information to Shareholders regarding the first column of the Table relating to Variable “A” in Listing Rule 7.1A.2.

• Current Variable A is equal to 242,657,710 Shares;

• 50% increase in current Variable A is equal to 363,986,560 Shares;

• 100% increase in current Variable A is equal to 485,315,420 Shares.

The Table and explanatory notes to the Table are reproduced below to include this additional information.

The below table shows the risk of dilution to existing Shareholders if the Company issues Equity Securities under the 10% Placement Capacity on the basis of:

• the current market price of Shares and the current number of Shares calculated in accordance with Listing Rule 7.1A(2) variable “A”;

• a 50% decrease in the current market price of Shares and a 50% increase in the current number of Shares calculated in accordance with Listing Rule 7.1A(2) variable “A”; and

• a 100% increase in the current market price of Shares and a 100% increase in the current number of Shares calculated in accordance with Listing Rule 7.1A(2) variable “A”.

		Dilution / Effect	Dilution / Effect	Dilution / Effect
Variable “A” in Listing Rule 7.1A.2
		$0.115 50% decrease in Issue Price		$0.46 100% increase in Issue Price
			$0.23 Issue Price
Current Variable A 242,657,710 Shares	10% Voting Dilution	24,265,771	24,265,771	24,265,771
	Funds Raised	$2,790,564	$5,581,127	$11,162,255
50% increase in current Variable A 363,986,560 Shares	10% Voting Dilution	36,398,656	36,398,656	36,398,656
	Funds Raised	$4,185,845	$8,371,691	$16,743,382
100% increase in current Variable A 485,315,420 Shares	10% Voting Dilution	48,531,542	48,531,542	48,531,542
	Funds Raised	$5,581,127	$11,162,255	$22,324,509

The table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.

• The table does not show any examples of the dilution that may be caused to a specific Shareholder based on that Shareholder’s holding at the date of the AGM.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

• The table only shows the effect of issues under Listing Rule 7.1A and does not consider the effect of any issues under the 15% placement capacity under Listing Rule 7.1 during the 12 month period or any other issues.

• The Issue Price of the Shares is $0.23, being the closing price of the Shares on ASX on 17 September 2012.

Shareholders should consider the Table contained in this Addendum when considering the risk of dilution to existing Shareholders if Resolution 15 is approved at the Annual General Meeting and the Company issues Equity Securities under the 10% Placement Capacity.

Definitions and Interpretation

Unless otherwise defined, all terms in the Addendum and this Explanatory Statement have the same meaning as in the Notice of Annual General Meeting dated 2 October 2012.