CEDAR WOODS PROPERTIES LIMITED ABN 47-009-259-08)

Level 4. Zurich House, 66 Kings Park Road, West Perth Western Australia 6005

P.O. Box 788 West Perth 6872 Telephone: (08) 9480 1500 Facsimile: (08) 9480 1599 www.cedarwoods.com.au [email protected]

March 15, 2004

Company Announcements Office Australian Stock Exchange Limited 20 Bond St Sydney NSW 2000 VIA ASX Online.

Dear Sir / Madam,

NOTICE OF GENERAL MEETING TO BE HELD ON 19 APRIL 2004

With reference to the recent placement, please find attached the notice of general meeting, explanatory memorandum and proxy form. These documents are being mailed to all shareholders today together with the half-year newsletter.

Yours faithfully,

Paul freed

Paul Freedman, Company Secretary.

Notice of Meeting $\mathbf{g}$ Explanatory Memorandum

CEDAR WOODS PROPERTIES LIMITED ARAL 42.089.359.081

Level 4, Zurich House. 66 Kings Park Road, West Perth Western Australia 6005

P. C. Box 788 West Penth 6872.

Telephone: (08) 9480 1500 Facsimile: (08) 9480 1599

www.cedarwoods.com.au [email protected]

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of members of Cedar Woods Properties Limited will be held at 10.00am on 19 April 2004 at City West Function Centre, 45 Plaistowe Mews West Perth, WA 6005 to consider and if thought fit, pass the following resolutions.

1. Ordinary Resolution

"That approval be and is hereby given to the allotment and issue of 699,301 ordinary shares to Western Retirement Homes Pty Ltd, A.C.N. 008 976 921, a company controlled by Robert S Brown, being a Director of Cedar Woods Properties Limited, at a price of \$1.43 each and otherwise on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice."

2. Ordinary Resolution

"That the issue of 2,797,204 ordinary shares at a price of \$1.43 each to the entities referred to in and on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice be and is hereby ratified."

By Order of the Board

hees

P S Freedman Secretary

11 March 2004

NOTES:

Definitions

Terms which are used in this Notice which are defined in Section 3 of the Explanatory Memorandum have the meanings ascribed to them therein.

Voting Restrictions:

In accordance with section 224 of the Corporations Act and Rules 10.3 and 14.11 of the Listing $\mathbf{1}$ . Rules a vote in respect of Resolution 1 will be disregarded by the Company if it is cast by Western Retirement Homes Pty Ltd or Mr Robert S Brown or any associate of either of them.

However the Company need not disregard a vote if:

it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in $\bullet$ accordance with a direction on the proxy form to vote as the proxy decides; and
the vote is not cast (in any capacity) by Western Retirement Homes Pty Ltd or Mr Robert S Brown or an associate of either of them.
$\overline{2}$ . In accordance with Rules 7.5.6 and 14.11 of the Listing Rules the Company will disregard a vote cast in respect of Resolution 2 by:
a person who participated in the issue of shares the subject of Resolution 2; and
any associate of any of the above ineligible persons.

However, the Company need not disregard a vote if:

it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

VOTING BY PROXY

Each shareholder has the right to appoint a proxy to attend and vote for the shareholder at this $(a)$ meeting.
$(b)$ To enable a shareholder to divide their voting rights, a shareholder may appoint two proxies. Where two proxies are appointed the Proxy Form should specify the proportion, or the number of votes that each proxy may exercise, and if it does not do so each proxy may exercise half of the votes.
A shareholder can appoint any other person to be their proxy. A proxy need not be a $(c)$ shareholder of the Company. The proxy appointed can be described in the Proxy Form by an office held, for example "the Chair of the Meeting".
$(d)$ In the case of shareholders who are individuals, the Proxy Form must be signed:
if the shares are held by one individual, by that shareholder; i.
ii. if the shares are held in joint names, by any one of them.
In the case of shareholders who are companies, the Proxy Form must be signed:- $(e)$
if it has a sole director who is also a sole company secretary, by that director (and stating i. that fact next to, or under, the signature on the Proxy Form);
ii. in the case of any other company, by either two directors or a director and company secretary.

The use of the common seal of the company, in addition to those required signatures, is optional.

$(f)$ If the person signing the Proxy Form is doing so under power of attorney, or is an officer of a company outside of (e) above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it) as well as the Proxy Form, must be received by the Company by the time and at the place in (g) below.
A Proxy Form accompanies this notice. To be effective Proxy Forms (duly completed and $(q)$ signed) must be received by the Company at its registered office:
at Level 4 Zurich House, 66 Kings Park Road, West Perth WA 6005; or Ĺ.
by facsimile on 08 9480 1599; or ii.
iii. by email at the email address: [email protected]

(marked to the attention of the Company Secretary) no later than 48 hours before the time for the holding of the meeting.

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

In accordance with regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 10.00 am Perth time on 17 April 2004.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice convening a Meeting of members of the Company to be held on 19 April 2004 commencing at 10.00 am. This Memorandum is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for certain of the Resolutions proposed. Certain terms used in this Explanatory Memorandum are defined in Section 3.

$\blacktriangleleft$ RESOLUTION 1

$1.1$ Background

On 27 February 2004 the Company announced a placement of ordinary shares to a number of institutional and professional investors, to raise \$5m of additional working capital. The funds raised will be used to pay down bank debt.

\$4m of the funds from this placement has already been received and 2,797,204 ordinary shares have been issued at a price of \$1.43 per share to non-associated clients of Patersons Securities Ltd, the Lead Manager of the placement and to clients of Tower Trust Limited. These shares rank equally with those Shares that were on issue immediately prior to the \$4 million placement.

It is proposed that the remaining \$1m will be raised from Western Retirement Homes Pty Ltd, a company controlled by a director of the Company, Mr Robert S Brown.

The Company proposes, subject to approval of Shareholders, to issue 699,301 ordinary shares at \$1.43 each to Western Retirement Homes Pty Ltd. The terms of the proposed issue are the same as those relating to the completed \$4m component of the placement.

$1.2$ Corporations Act - Chapter 2E

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party. Because he is a director of the Company, pursuant to Subsection 228(2) of the Corporations Act, Mr Robert S Brown is a related party of the Company.

Pursuant to subsection 228(4) of the Corporations Act any entity controlled by such a "related party" is deemed also to be a related party. Western Retirement Homes Pty Ltd is, therefore, a "related party" of the Company.

Paragraph 229(1)(c) of the Corporations Act provides that in deciding whether a financial benefit is given any consideration that is or may be given for the benefit is to be disregarded, even if it is adequate.

Western Retirement Homes Pty Ltd has agreed to acquire 699,301 ordinary shares under the placement.

The issue of shares to Western Retirement Homes Pty Ltd contemplated by Resolution 1, will, therefore constitute the Company giving a financial benefit to a related party. Section 208 of the Corporations Act provides an exemption from the prohibition contained in Chapter 2E and provides that a public company may give a financial benefit to a related party if a resolution of the shareholders of the public company permits the benefit to be given, and the resolution was passed at a general meeting of the public company held within 15 months before the public company gives the benefit and if the conditions prescribed by Division 3 of Part 2E.1 of the Corporations Act have been satisfied in relation to the resolution.

Resolution 1 is therefore, intended to satisfy these requirements.

The requirements of Section 219 of the Corporations Act in relation to the Explanatory Memorandum to accompany a notice of meeting for these purposes are as follows. The Explanatory Memorandum must set out:

$(a)$ the related parties to whom the proposed resolution would permit financial benefits to be given. The related parties are Mr Robert S Brown and Western Retirement Homes Pty Ltd.
$(b)$ the nature of the financial benefits: The financial benefits are the 699,301 shares to be issued to the related parties and any advantages thereby conferred which can only be gauged by reference to the consideration provided (being \$1.43 per share), the current share price (\$1.51 per share as at the date of this Explanatory Memorandum) the underlying financial status of the Company and other measures used to gauge the value of shares.
$(c)$ in relation to each Director of the Company:
if the Director wanted to make a recommendation to members about the $(i)$ proposed resolution - the recommendation and his or her reasons for it; or
$(ii)$ if not why not? or
$(iii)$ if the Director was not available to consider the proposed resolution - why not?

All of the Directors other than Robert S Brown recommend Shareholders vote for Resolution 1. The reason for this is that the Shares the subject of Resolution 1 are being issued on identical terms to those which applied to the remaining \$4 million already raised under the placement.

Mr Robert S Brown makes no recommendation because an entity controlled by him will potentially receive shares under the resolution.

$(d)$ In relation to each such Director whether the Director had an interest in the outcome of the proposed resolution:

Mr Robert S Brown is the only director who has a personal interest in the outcome of the proposed resolution.

All other information that is reasonably required by members in order to decide whether or not $(e)$ it is in the Company's interest to pass the proposed Resolution and is known to the Company or any of its directors:
The issue of the Shares the subject of Resolution 1 will cause dilution of the $(i)$ shareholdings of existing Shareholders. On the basis of the issued capital of the Company at the time the Shares are issued the number of Shares to be issued that are the subject of Resolution 1 will equate to approximately 1.33% of the diluted fully paid ordinary share capital of the Company.
$(ii)$ Interests associated with Mr Robert S Brown currently hold (directly or indirectly) 4,645,980 Shares.
$(ii)$ The Shares that will be issued pursuant to Resolution 1 will be issued on identical terms to the Existing Shares.

Other than as set out in this Explanatory Memorandum, there is no such further information considered by the Directors to be relevant.

$1.3$ Listing Rules - Chapter 10

Chapter 10 of the Listing Rules contains certain provisions in relation to transactions between a company and "persons in a position of influence". Rule 10.11 provides that a company must not issue equity securities to a "related party" (or a person whose relationship with a related party is, in ASX's opinion, such that shareholder approval should be obtained) without the approval of the holders of ordinary securities by ordinary resolution. As noted above Mr Robert S Brown is a Director and is. therefore, a "related party". Any entity controlled by a "related party" is deemed also to be a "related party". Approval is, therefore, sought for the purpose of Listing Rule 10 under Resolution 1.

The following information is included in this Explanatory Memorandum for the purposes of the Listing Rules:

The maximum number of securities to be issued pursuant to Resolution 1 is 699,301 $\bullet$ Shares at a price of \$1.43 per share;
The allottee of the Shares will be Western Retirement Homes Pty Ltd
The terms of issue of the Shares the subject of Resolution 1 the Shares will rank equally in all respects with the Existing Shares;
The intended use of the funds raised working capital.
The Shares the subject of Resolution 1 will all be issued simultaneously as soon as possible after but in any event within a month of the Meeting;
The relevant notice is required to include a voting exclusion statement this is included in the Notice.

$1.4$ Listing Rules Chapter 7

Exception 14 of Listing Rule 7.2 exempts from the prohibition under Rule 7.1 an issue of securities made with the approval of the holders of ordinary securities under Listing Rule 10.11 provided that the Notice states that if approval is given under Listing Rule 10.11 approval is not required under Listing Rule 7.1.

$1.5$ Directors' recommendation on Resolution 1

Other than Robert S Brown, who is excluded from voting, the Board of directors unanimously support Resolution 1.

$\overline{2}$ RESOLUTION 2

Listing Rules

Listing Rule 7.1 limits the number of equity securities (e.g. shares, options and convertible notes) which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions). The limit is, generally speaking, no more than 15% of the total of the number of fully paid ordinary shares on issue at the beginning of the 12 month period, plus the number of fully paid ordinary shares issued with the approval of shareholders or under one of the exceptions during the previous 12 months.

The issue of 2,797,204 Shares made on 10 March 2004 referred to in Section 1.1 was made without approval of Shareholders. Listing Rule 7.4 provides that an issue of securities made without approval under Rule 7.1 is treated as having been made with approval for that purpose if the issue did not breach Rule 7.1 and if holders of the ordinary securities of the relevant company subsequently approve it.

By seeking approval under Resolution 2 the Company seeks to bring Rule 7.4 into application. The passing of the Resolution will restore the Company's 15% placement ability to which ASX Listing Rule 7.1 refers which will provide the Company with the flexibility to make future issues within the 15% limit.

Section 1.1 contains further details of the Shares the subject of Resolution 2.

$2.1$ Directors' recommendation on Resolution 2

The Board of directors unanimously support Resolution 2.

$\overline{3}$ INTERPRETATION / DEFINITIONS

"ASX" means Australian Stock Exchange Limited (ACN 008 624 691);
"Company" means Cedar Woods Properties Limited (ACN 009 259 081)
"Directors" means each of the persons who act as directors of the Company;
"Existing Shares" means the Shares on issue as at the date of the Explanatory Memorandum:
"Explanatory Memorandum" means this explanatory memorandum;
"Listing Rules" means the official listing rules of ASX;
"Meeting" means the meeting of Shareholders convened by the Notice;
"Notice" means the notice of meeting to which this Explanatory Memorandum is attached;
"Share" means an ordinary fully paid shares in the capital of the Company and "Shareholder" has a corresponding meaning.

CEDAR WOODS PROPERTIES LIMITED

ABN: 47 009 259 081

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

All correspondence to: Cedar Woods Properties Ltd PO BOX 788 WEST PERTH WA 6872

Clients Name
Business (If Applicable)
Address 1
Suburb State Postcode

Appointment of Proxy

I/We being members of Cedar Woods Properties Limited and entitled to attend and vote hereby appoint

ΩR

the Chairman of the Meeting (mark with an 'X')

1989 - Johann Stoff, amerikansk politiker (* 1908)











________		____

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person 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 General Meeting of Cedar Woods Properties Limited to be held at City West Function Centre, 45 Plaistowe Mews, West Perth at 10:00am 19 April 2004 and at any adjournment of that meeting.

Voting directions to your proxy – please mark $\vert X \vert$ to indicate your directions

Ordinary Resolution 1

That approval be and is hereby given to the allotment and issue of 699,301 ordinary shares to Western Retirement Homes Pty Ltd, A.C.N. 008 976 921, a company controlled by Robert S Brown, being a Director of Cedar Woods Properties Limited, at a price of \$1.43 each and otherwise on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice.

	Ordinary Resolution 2
--	------------------------------	--

That the issue of 2,797,204 ordinary shares at a price of \$1.43 each to the entities referred to in and on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice be and is hereby ratified.

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

Securityholder 2

Director

If you do not wish to direct your proxy how to vote, please mark this box with an X.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

* 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.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 3

Sole Director and
Sole Company Secretary

rector/Company Secretar ₎

Contact Name

Contact Daytime telephone

For Against Abstain*

How to complete this Proxy Form

Your Name and Address $\ddagger$

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

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. 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. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

3 Votes on Items of Business

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

4 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' or you may copy this form.

To appoint a second proxy you must:

On each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
Return both forms together in the same envelope. b)

5 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 Holdina:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the company. 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.

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. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10:00am on 19 April 2004. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or by delivery to the Registered Office of Cedar Woods Properties Limited being Level 4, 66 Kings Park Road, West Perth WA 6005, by facsimile on (08) 9480 1599 or emailed to [email protected].

AI assistant

CEDAR WOODS PROPERTIES LIMITED Proxy Solicitation & Information Statement 2004

64734_rns_2004-03-14_0eaabf13-f3e2-4cda-8c2e-6df309d52edb.pdf

NOTICE OF GENERAL MEETING TO BE HELD ON 19 APRIL 2004