CAR GROUP LIMITED — AGM Information 2011

Sep 25, 2011

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carsales.com Limited ABN 91 074 444 018 Registered Office: Level 1, 109 Burwood Road, Hawthorn, Victoria, 3122

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shareholders of carsales.com Limited will be held in Victoria on Wednesday, 26 October, 2011, in the Alto Room, Level 25, The Langham Melbourne at One Southgate Avenue, Southbank, Melbourne, at 1:00 p.m. ( Melbourne time ).

Ordinary Business

Please note that the default option for receiving your Annual Report is now online. To access your online Annual Report please visit http://shareholders.carsales.com.au and click on ‘Financial Reports’ on the left hand side of the screen. You have the option of receiving, free of charge, a printed copy of the Annual Report. Please contact Computershare on 1300 651 575 (or outside Australia +613 9415 4694) or logon to www.investorcentre.com, click on ‘Update My Details’ then ‘Communication Options’ and complete your details to receive a printed copy of the Annual Report.

Financial Report and Directors’ and Audit Reports

1. To receive, consider and adopt the Financial Report, including the directors’ declaration, the related Directors’ Report and Auditor's Report of the Group for the year ended 30 June 2011 (contained in the 2011 Annual Report).

Remuneration Report

To receive, consider and adopt the Remuneration Report for the year ended 30 June 2011 (contained in the 2011 Annual Report) by passing the following resolution:‐

2. “That the Remuneration Report that forms part of the directors’ report of the Group for the financial year ended 30 June 2011 be adopted.”

Election and re‐election of Directors

To consider and if thought fit, pass each of the following resolutions:‐

3. “That Mr Richard Collins, being a Director of the Company who retires by rotation, and being eligible under the Company’s constitution, is re‐elected as a Director of the Company.”

4. “That Mr Walter Pisciotta, being a Director of the Company who retires by rotation, and being eligible under the Company’s constitution, is re‐elected as a Director of the Company.”

5. “That Mr Ian Law, having been appointed by the Directors as a Director of the Company effective 21 April, 2011, and being eligible under the Company’s Constitution, is approved as a Director of the Company.”

Special Business

Grant of Share Options/Performance Rights to Managing Director Greg Roebuck

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

1. “That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval be and is hereby given, to the grant of 408,754 Options and Performance Rights over shares in the Company to Mr Greg Roebuck, exercisable at $4.69 each, in accordance with the terms of the Company’s Option Plan and the Company’s long term incentive arrangements as set out in the Explanatory Memorandum below”.

CARSALES.COM LIMITED ABN 91 074 444 018

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Other Business

To deal with any other business which may be brought forward in accordance with the Company’s Constitution and the Corporations Law.

During the Annual General Meeting, a presentation covering the status of the Group will be made by Greg Roebuck (Managing Director). Shareholders will be able to put questions to the Directors. Tea and coffee will be served from 12:30 p.m. (Melbourne time).

By Order of the Board.

Margaret Beattie Company Secretary 20th September 2011

TERMS:

Capitalised terms used in this Notice of AGM (including those used in the items set out in this Notice of AGM) have, unless otherwise defined, the same meanings as set out in the Explanatory Memorandum.

VOTING EXCLUSION STATEMENT:

1. Resolution 2

2. In accordance with the Corporations Act, a member of the Company's Key Management Personnel (" KMP ") and closely related parties of a KMP, whose remuneration is included in the Remuneration Report, will not be eligible to vote on this resolution, except if the person:

3. (a) votes as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; and

4. (b) the vote is not cast on behalf of a person who is a KMP or a closely related party of a KMP.

5. Resolution 6

6. In accordance with the ASX Listing Rules the Company will, except as provided in paragraph 3 below, disregard any votes cast on Resolution 6 , by the Managing Director, Mr Greg Roebuck, or any associate of Mr Greg Roebuck. Mr Greg Roebuck is the only Director currently eligible to participate in the Company's Option Plan.

As Mr Greg Roebuck is a KMP, in accordance with the Corporations Act, a vote must not be cast on this resolution by him or any other KMP, or a closely related party of Mr Greg Roebuck or any other KMP, acting as a proxy if the proxy form does not specify the way the proxy is to vote on this resolution. However, the Company will not disregard any proxy votes cast on this resolution by a KMP if the KMP is the Chairman of the Annual General Meeting acting as a proxy and the appointment expressly authorises the Chairman to exercise the proxy even though this resolution is connected with the remuneration of Mr Greg Roebuck.

1. The Company will not disregard a vote if it is cast:

2. (a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

3. (b) by the Chairman of the Annual General 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.

REQUIRED VOTING MAJORITY ‐ CORPORATIONS ACT:

Items 2 to 6 (inclusive)

In accordance with section 249HA of the Corporations Act for each of these resolutions to be effective ‐

• not less than 28 days written notice specifying the intention to propose the resolutions has been given; and

• each resolution must be passed by more than 50% of all the votes cast by Shareholders entitled to vote on the resolutions (whether in person or by proxy, attorney or representative).

On a show of hands, every Shareholder has one vote and, on a poll, every Shareholder has one vote for each Ordinary Share held, subject to the voting exclusions set out in the Voting Exclusion Statement as set out above.

CARSALES.COM LIMITED ABN 91 074 444 018

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NOTES:

Proxies and corporate representatives

1. Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the share register at 7:00pm (Melbourne time) on Monday, 24 October 2011(“ Effective Time ”).

2. All Shareholders at the Effective Time are entitled to attend the Annual General Meeting and may appoint a proxy for that purpose.

3. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise one half of the Shareholder's votes. If the Shareholder appoints two proxies, neither may vote on a show of hands if both proxies are present at the Annual General Meeting.

4. A proxy need not be a Shareholder of the Company.

5. The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act 2001.

6. A corporation which is a Shareholder of the Company may appoint a representative to act on its behalf. Appointments of representatives must be received in accordance with 7 below at any time before the Annual General Meeting or at the meeting or any adjournment of the Annual General Meeting.

7. Proxies and powers of attorney granted by Shareholders must be received by the Company by no later than 1:00pm (Melbourne time) on Monday, 24 October 2011. To be valid, a duly completed proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be: (a) given electronically, by visiting www.investorvote.com.au and following the instructions provided but a proxy cannot be appointed online if appointed under power of attorney or similar authority; or

(b) deposited with the Share Registry of the Company, Computershare Investor Services PO Box 242 Melbourne, VIC 3001 (reply paid envelope enclosed); or

(c) successfully transmitted by facsimile to 1800 783 447 (within Australia), (61 3) 9473 2555 (outside Australia); or

(d) deposited at the registered office of carsales.com Limited at Level 1, 109 Burwood Road, Hawthorn, Vic, 3122; or

(e) given electronically by intermediary online custodians, by visiting www.intermediaryonline.com.

1. If a Shareholder has any specific questions in relation to the above, please contact the Shareholder Information Line on 1300 651 575 or from overseas (61 3) 9415 4694 not later than 48 hours before the holding of the Annual General Meeting or any adjournment of that Annual General Meeting.

CARSALES.COM LIMITED ABN 91 074 444 018

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Explanatory Memorandum

This Explanatory Memorandum contains information relevant to the business referred to in the Notice of AGM of carsales.com Ltd ABN 91 074 444 018 (hereafter the “ Company ”). The Directors recommend that you read this document prior to the Annual General Meeting.

All capitalised terms used in this Explanatory Memorandum have the meanings set out in the Glossary of Terms located at the end of this document.

Further details relating to each of the resolutions is set out below.

Item 1 Financial Report and Directors’ and Audit Reports

The Corporations Act requires the Financial Report, Directors’ Report and Auditor’s Report of the Group, prepared on a consolidated single entity basis, for the most recent financial year to be laid before the Annual General Meeting. While this item of business does not require a formal resolution to be put to Shareholders, the Chairman will give Shareholders a reasonable opportunity to ask questions and make comments on these reports and on the business, operations and management of the Group.

In accordance with the Corporations Act, the Chairman will also give Shareholders the opportunity to ask the Auditor questions relevant to the Auditor's Report or conduct of the audit. If a Shareholder wishes to put written questions to the Auditor, a Shareholder is entitled to submit questions relevant to the content of the Auditor’s Report or the conduct of the audit, in writing, to the Company, up to five business days prior to the Annual General Meeting. The Company will pass the questions on to the Auditor prior to the Annual General Meeting. The Auditor may, but is not obligated to, answer any written or oral questions that are put to it by Shareholders.

A copy of the Financial Report, Directors’ Report and Auditor’s Report is available on the Company’s website, http://shareholders.carsales.com.au by clicking “Financial Reports” on the left hand side of the screen. You have the option of receiving, free of charge, a printed copy of these reports. Please contact Computershare on 1300 651 575 (or from overseas +613 9415 4694) if you wish to receive a printed copy of these reports.

Item 2 Remuneration Report

The Remuneration Report (which forms part of the Director’s Report in the 2011 Annual Report) contains information in relation to a number of issues relating to remuneration policy and its relationship to the Company’s performance. As required pursuant to the Corporations Act, a resolution will be put to Shareholders to adopt the Remuneration Report. Shareholders should be aware that the vote on this resolution is advisory only and is not binding on the Board.

Under recent reforms to the Corporations Act which apply to this year's Annual General Meeting, if 25% or more of the votes cast on this resolution are against adoption of the Remuneration Report, the Company will be required to consider, and report to Shareholders on, what action (if any) has been taken to address Shareholders' concerns at next year's annual general meeting. Depending on the outcome of next year's voting on the Company's Remuneration Report, Shareholders may be required to consider a resolution to call another general meeting in accordance with the Corporations Act at which the Directors who held office at the date of the Directors' Report (excluding the Managing Director) will be required to seek re‐election.

Directors' Recommendation

The Directors unanimously recommend Shareholders vote in favour of adopting the Remuneration Report. As stated in the Notice of AGM, each of the KMP's whose remuneration is included in the Remuneration Report and closely related parties of those KMP's are not eligible to vote on this Resolution, except as stated in the Notice of AGM.

The Chairman intends to vote all available proxies in favour of the adoption of the Remuneration Report.

CARSALES.COM LIMITED ABN 91 074 444 018

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Item 3 Re‐election of Director: Mr Richard Collins

In accordance with the Company’s constitution and ASX Listing Rules 14.4 and 14.5, Mr Richard Collins’ position as Director requires confirmation. Accordingly, Mr Collins retires by rotation and being eligible, offers himself for re‐election.

Mr Collins has been a Director of the company since 2000 and has over 27 years experience as a Dealer Principal, currently holding Ford, Toyota and Subaru franchises. Mr Collins holds a degree in Commerce from the University of Melbourne.

Directors' Recommendation

The Directors, other than Mr Collins, recommend that Shareholders vote in favour of resolution 3. Mr Collins makes no recommendation in relation to resolution 3.

The Chairman intends to vote all available proxies in favour of the re‐election of Mr Collins.

Item 4 Re‐election of Director: Mr Walter Pisciotta

In accordance with the Company’s constitution and ASX Listing Rules 14.4 and 14.5, Mr Walter Pisciotta’s position as Director requires confirmation. Accordingly, Mr Pisciotta retires by rotation and being eligible, offers himself for re‐election.

Mr Pisciotta has more than 40 years experience in supplying computer services to the automotive industry and is also the Chairman of Pentana Solutions Pty Limited. Mr Pisciotta holds a Bachelor of Science Degree in Business Administration from the University of Alabama (US) and has been Chairman of the Company since its inception.

Directors' Recommendation

The Directors, other than Mr Pisciotta, recommend that Shareholders vote in favour of resolution 4. Mr Pisciotta makes no recommendation in relation to resolution 4.

The Chairman intends to vote all available proxies in favour of the re‐election of Mr Pisciotta.

Item 5 Approval of New Director: Mr Ian Law

Mr Ian Law’s position as Director requires Shareholder approval, having been appointed by the Directors on 21[st] April, 2011. Accordingly, Mr Law retires and being eligible, offers himself for re‐election.

Mr Law is the former Chief Executive Officer of PBL Media (now Nine Entertainment Co Limited). Prior to his career at PBL Media, Ian was CEO of ACP Magazines Ltd. His previous roles included Managing Director and Chief Executive Officer of West Australian Newspaper Holdings Ltd, and Chairman of ninemsn Limited. Mr Law has more than 25 years experience in the publishing and broadcasting industry, and also has extensive experience in the online and digital sector. Ian was previously a Director of the Company from 2007 until 2010.

Directors' Recommendation

The Directors, other than Mr Law, recommend that Shareholders vote in favour of resolution 5. Mr Law makes no recommendation in relation to resolution 5.

The Chairman intends to vote all available proxies in favour of the re‐election of Mr Law.

Item 6 Grant of Share Options and Performance Rights to Managing Director Greg Roebuck

Resolution 6 set out in the Notice of AGM seeks Shareholder approval of the long term incentive (“LTI”) arrangements for Mr Greg Roebuck (being the Managing Director and Chief Executive Officer of the Company) for the purpose of ASX Listing Rule 10.14. As stated in the Notice of AGM, Mr Roebuck is the only Director entitled to participate in the Option Plan.

If Shareholder approval is received, the Board will grant 408,754 Options and Performance Rights (321,034 Options and 87,720 Performance Rights) to Mr Roebuck with an attached value of $754,000.

There are currently 234,575,722 Shares on issue and the Options and Performance Rights proposed to be granted to Mr Roebuck represent 0.17% of the current issued Shares.

Mr Roebuck currently holds 1,550,000 Options (Including 500,000 Options at an exercise price of $4.90 approved by Shareholders at the 2010 Annual General Meeting of the Company) and directly and indirectly, through entities associated with him, holds 6,491,451 Shares. At the date of the Notice of AGM, Mr Roebuck has a relevant interest in 2.78% of the total voting rights of the Company.

The Board believes the grant of the Options and Performance Rights to Mr Roebuck is consistent with the Company’s remuneration policies and objectives, reflects good market practice in remuneration and effectively aligns the interests of Mr Roebuck with those of the Company and its Shareholders.

CARSALES.COM LIMITED ABN 91 074 444 018

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The key terms of the Options and Performance Rights are summarised as follows:

• The Options and Performance Rights will be issued to Mr Roebuck for no cash consideration as soon as possible after the Annual General Meeting (but no later than 12 months after the Annual General Meeting) if Shareholders approve this resolution.

• The vesting of the 408,754 Options and Performance Rights is subject to the achievement of an earnings per share (EPS) target during the relevant period.

• EPS will be calculated by dividing the net profit after tax attributable to equity holders of tihe Company during the relevant period by the weighted average number of Ordinary Shares outstanding during the relevant period.

• Minimum and maximum EPS targets for the Options and Performance Rights have been set for each of the 3 years of the vesting period. The target for the third year, namely the period ending 30 June 2014, has been set at a minimum aggregate growth rate over the three year period of 24.6% and a maximum aggregate growth rate over the three year period of 29.9%.

• Options and Performance Rights will not be capable of exercise if at the relevant testing date (referred to below) the minimum targeted aggregate growth rate has not been achieved.

• Options and Performance Rights will be capable of exercise in tranches if at the relevant testing date the EPS target for the relevant period has been achieved or exceeded as follows;

• If the EPS achieved is equal to the minimum target, 50% of the vested Options and Performance Rights will be capable of exercise

• If the EPS achieved is equal to or exceeds the maximum target, 100% of the vested Options and Performance Rights will be capable of exercise

• If the EPS achieved is between the minimum and maximum targets, vested Options and Performance Rights will be capable of exercise on a pro‐rata basis between 50% and 100%.

• The performance conditions applying to the Options and Performance Rights will be tested only once in each relevant period.

• The exercise price of each vested option is $4.69 being the volume weighted average price of the Company’s Shares for the 21 days prior to the 1[st] of July 2011. The exercise price of a Performance Right is $0.

• Subject to the performance conditions being satisfied, Options and Performance Rights may, unless otherwise waived by the Board, be exercised as follows:

• 25% with a testing date 30 June 2012 (Year 1), exercisable after the Board releases the 2012 Annual Report to the ASX

• 25% with a testing date 30 June 2013 (Year 2), exercisable after the Board releases the 2013 Annual Report to the ASX

• 50% with a testing date 30 June 2014 (Year 3), exercisable after the Board releases the 2014 Annual Report to the ASX.

• Attributable Options and Performance Rights which have not achieved the EPS target on the applicable testing date:

• in Year 1, will be carried forward to the testing date for Year 2,

• in Year 2, will be carried forward in aggregate to the testing date for Year 3,

• o in Year 3, will lapse.

As a result, Options and Performance Rights may still vest and be capable of exercise if the EPS targets are met on a cumulative basis.

• Options and Performance Rights will automatically lapse if:

• Mr Roebuck ceases to be employed by the Company

• Options remain unexercised after five years from the grant date.

• Any shares provided on the exercise of these Options and Performance Rights will be held in trust by the trustee of the carsales.com Employee Share Trust (“Trust”), CPU Share Plans Pty Limited, on terms and conditions of the Plan and the trust deed establishing the Trust.

• If there is a reorganisation of the Company’s capital, the Options and Performance Rights terms will be adjusted, pursuant to the ASX Listing Rules, to the extent necessary to reflect the effects of the reorganisation.

Directors' Recommendation

The Directors, other than Mr Roebuck, recommend that Shareholders vote in favour of resolution 6.

As stated in the Notice of AGM, Mr Roebuck, his associates and closely related parties and each other KMP and their respective closely related parties are not eligible to vote on this resolution, except as stated in the Notice of AGM. The Chairman intends to vote all available proxies in favour of the grant of Options and Performance Rights to Mr Roebuck.

CARSALES.COM LIMITED ABN 91 074 444 018

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Glossary of Terms

Annual General Meeting	means the Annual General Meeting of the Company to be held at 1.00p.m. (Melbourne
	time), Wednesday, 26 October, 2011.
Auditor	means PricewaterhouseCoopers.
Auditor’s Report	means the report of the Auditor regarding its audit of the Group which accompanies the
	Financial Report.
Board	means the board of Directors of the Company.
Chairman	means the individual acting as chairman of the AGM.
Company	means carsales.com Limited (ACN 074 444 018).
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Directors’ Report	means the report of the Directors of the Company accompanying the Notice of AGM.
Explanatory Memorandum	means this memorandum which provides details of the business to be heard at the Annual
	General Meeting.
Financial Report	means the annual financial report of the Group for the year ending on 30 June 2011.
Group	means the Company and its controlled entities.
Key Management	has the meaning given to that term in the Financial Report.
Personnel
Listing Rules	means the listing rules of the ASX Limited ACN 008 624 691(also referred to as "ASX"), as
	amended from time to time.
Notice of AGM	means the notice of the Annual General Meeting of the Company accompanying this
	Explanatory Memorandum (and the term “Notice” has the same meaning).
Option Plan	means the option plan of the Company.
Option	The right to acquire an Ordinary Share, subject to satisfaction of performance hurdles and
	other vesting conditions as determined by the Board, in accordance with the terms of the
	Option Plan.
Ordinary Share	A fully paid ordinary share in the capital of the Company.
Performance Right	The right to acquire an Ordinary Share, subject to satisfaction of performance hurdles and
	other vesting conditions as determined by the Board, in accordance with the terms of the
	Option Plan.
Remuneration Report	means the remuneration report of the Group that forms part of the Directors’ Report
	accompanying the Notice of AGM.
Shareholder	means a holder of one or more Shares.
Shares	means fully paid ordinary shares in the capital of the Company.

CARSALES.COM LIMITED ABN 91 074 444 018

ABN 91 074 444 018

Lodge your vote:

 Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 651 575 (outside Australia) +61 3 9415 4694

Proxy Form



Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Access the annual report  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

 For your vote to be effective it must be received by 1.00pm (Melbourne time) Monday, 24 October 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

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

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

137262_6_Proxy_Runons/000001/000001

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of carsales.com Limited hereby appoint

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the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of carsales.com Limited to be held at The Langham Melbourne, Alto Room, Level 25, One Southgate Avenue, Southbank Melbourne on Wednesday, 26th October 2011 at 1.00pm (Melbourne time) and at any adjournment of that meeting.

Important for Items 2 and 6 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Items 2 and 6 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Items 2 and 6 , the Chairman of the Meeting will not cast your votes on Items 2 and 6 and your votes will not be counted in computing the required majority if a poll is called on these items. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote for, against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Items 2 and 6).

The Chairman of the Meeting intends to vote all available proxies in favour of Items 2 and 6 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Items 2 and 6 (except where I/ we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Items 2 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel and/or even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY BUSINESS

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Item	2	Remuneration Report
Item	3	Re-elect Mr Richard Collins as a Director of the Company
Item	4	Re-elect Mr Walter Pisciotta as a Director of the Company
Item	5	Election of Mr Ian Law as a Director of the Company

SPECIAL BUSINESS

Item 6 Grant of Share Options/Performance Rights to Managing Director

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The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN Signature of Securityholder(s) This section must be completed.

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Contact
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