CENTREPOINT ALLIANCE LIMITED — AGM Information 2012

Oct 28, 2012

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CENTREPOINT ALLIANCE LIMITED

ABN 72 052 507 507

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the annual general meeting of Centrepoint Alliance Limited ( Company ) will be held at the offices of McCullough Robertson Lawyers, Level 11, Central Plaza Two, 66 Eagle Street, Brisbane, Queensland, on Thursday 29 November 2012 at 10 a.m. (Brisbane time).

1. Annual financial and other reports for the year ended 30 June 2012

To receive and consider the Company’s financial report, directors' report and the auditor’s report for the year ended 30 June 2012.

2. Adoption of the remuneration report for the year ended 30 June 2012

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

"That the remuneration report for the year ended 30 June 2012 (set out in pages 17 to 25 of the 2012 annual report) be adopted."

3. Election of Stephen Maitland as a director

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

"That Mr. Stephen James Maitland, who was appointed in accordance with rule 47 of the Company’s constitution and who is eligible for election and offers himself for election, be elected as a director of the Company."

4.

Election of Matthew Kidman as a director

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

"That Mr. Matthew Kidman, who was appointed in accordance with rule 47 of the Company’s constitution and who is eligible for election and offers himself for election, be elected as a director of the Company."

5.

Re-election of Noel Griffin as a director

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

"That Mr. Noel James Griffin, who retires as a director by rotation in accordance with rule 58(a) of the Company’s constitution and who is eligible for re-election and offers himself for re-election, be re-elected as a director of the Company."

6. Maximum annual remuneration of non-executive directors

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

"That $425,000 be fixed as the maximum total amount or value of remuneration to be paid or provided to nonexecutive directors of the Company for their services as non-executive directors in any year (excluding reasonable travel, accommodation and other expenses, retirement benefits, and payments under an indemnity) for the purposes of rule 48 of the constitution of the Company, rule 10.17 of the ASX Listing Rules and for all other purposes."

7. Modification of the constitution of the Company

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

"That the constitution of the Company be modified by deleting the existing rule 85 in the constitution and replacing it with the following rule:

85. SMALL HOLDINGS

• (a) Subject to rule 85(b), if:

• (i) a shareholder holds less than a marketable parcel of shares;

• (ii) the Company notifies the shareholder in writing that it intends to sell the shareholder’s shares after a date ( Relevant Date ) which is at least 6 weeks from the date the notice of intention to sell is sent, unless the shareholder before the Relevant Date tells the Company in writing that the shareholder wishes to retain the shares;

• (iii) the shareholder does not before the Relevant Date tell the Company in writing that the shareholder wishes to retain the shares; and

• (iv) on the Relevant Date the shareholder has not acquired more shares or otherwise increased the shareholder’s holding to a marketable parcel;

the Company may, and the shareholder will be taken to have appointed the Company as agent for and on behalf of the shareholder to, sell the shareholder’s shares constituting less than a marketable parcel as soon as reasonably practicable after the Relevant Date at a price which the Directors consider to be the best price reasonably obtainable for the shares at the time they are sold.

• (b) In relation to the procedure under rule 85(a):

• (i) the Company must not notify a shareholder of its intention to sell the shareholder’s shares more than once in any 12 month period;

• (ii) following the announcement of a takeover bid for the shares in the Company until the end of the offer period under the takeover bid or the date there is an announcement that the takeover bid will not proceed, the Company’s power to sell a shareholder’s shares lapses or ceases where the announcement is made before an agreement for the sale of the shares is entered into, but after the offer period under the takeover bid, a new notice of intention to sell may be given despite rule 85(b)(i);

• (iii) the costs of sale including, without limitation, brokerage and any stamp duty, must be payable by the buyer of the shares or, subject to the Corporations Act, the Company; and

• (iv) the proceeds of sale must not be sent to the shareholder until the Company has received any certificate relating to the shares (or is satisfied that the certificate has been lost or destroyed).

• (c) In addition to the power of the Company to sell a shareholder’s shares in rule 85(a) (and without complying with the procedure under that rule), if:

• (i) a shareholder holds shares in a new holding that is less than a marketable parcel of shares; and

• (ii) that holding was created by the transfer of a parcel of shares that was less than a marketable parcel at the time the transfer document was initiated or, in the case of a paper based transfer document, was lodged with the Company;

the Company may sell, and the shareholder will be taken to have appointed the Company as agent for and on behalf of the shareholder to sell, the shares in that holding at a price which the Directors consider to be the best price reasonably obtainable for the shares at the time they are sold.

• (d) Where the Company has the power to sell a shareholder’s shares under rule 85(c):

• (i) the proceeds of sale may be applied to pay the costs of sale including, without limitation, brokerage and any stamp duty; and

• (ii) the shareholder’s right to vote or to receive dividends in respect of those shares may be removed or changed to the extent determined by the Directors provided that any dividends that are withheld from payment to the shareholder must be paid to the shareholder when the balance of the proceeds of the sale of the shares are paid to the shareholder.

• (e) Where the Company has the power to sell a shareholder’s shares under this rule 85, the shareholder will be taken to have appointed the Company and each officer of the Company jointly and severally as the shareholder’s attorney in the shareholder’s name and on the shareholder’s behalf to execute and deliver all deeds, instruments and other documents and do all other acts and things which the Company considers necessary or appropriate to effect the sale or transfer of the shares.

• (f) The Company is not bound to sell any shares which it is entitled to sell under this rule 85.

• (g) Subject to the Listing Rules, rule 22 will apply (and with all necessary changes) so far as it is:

• (i) consistent with; and

• (ii) capable of application to:

the sale of shares under this rule 85.

• (h) In this rule 85, marketable parcel has the same meaning as in the Listing Rules."

BY ORDER OF THE BOARD

Ian Magee Company Secretary

17 October 2012

NOTES

Voting Entitlement

The board of directors of the Company has determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that those persons who are registered as the holders of shares in the Company as at 7 p.m. (Brisbane time) on Tuesday 27 November 2012 will be taken to be the holders of shares for the purposes of determining voting entitlements at the meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on the resolution under:

• item 2 of this notice by or on behalf of a member ( KMP Member ) of the key management personnel for the Company (details of whose remuneration are included in the remuneration report, including each director), or a closely related party of a KMP Member; and

• item 6 of this notice by a director of the Company, or any associate of any director of the Company.

However, the Company need not disregard a vote on the resolutions in items 2 or 6 if:

• it is cast by the chairman of the meeting or any other person (including a KMP Member or closely related party of a KMP Member) as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides (and the appointment expressly authorises the chairman to vote in accordance with a direction on the proxy form to vote as the proxy decides).

The chairman of the meeting intends to vote undirected proxies held by him in favour of each resolution. Please refer to the proxy form accompanying this notice of meeting for more information.

Proxies

A shareholder who is entitled to attend and vote at the meeting has a right to appoint a proxy and should use the proxy form accompanying this notice of meeting. The proxy need not be a shareholder. A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the portion or number of votes each proxy is appointed to exercise. If a shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, section 249X of the Corporations Act will take effect so that each proxy may exercise half of the votes (ignoring fractions).

The proxy form must be signed and dated by the shareholder or the shareholder's attorney. Joint shareholders must each sign. Proxy forms and a certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received:

• at the Company’s registered office by:

• hand delivery or post to Level 2, 6 Thelma Street, West Perth, Western Australia, 6005; or

• at the Company’s registered office by fax to 1300 737 660; or

• at Computershare Investor Services Pty Limited by:

• post to GPO Box 242, Melbourne, Victoria, 3001; or

• fax to 1800 783 447;

by no later than 48 hours before the start of the meeting, namely by 10 a.m. (Brisbane time) on Tuesday 27 November 2012.

For Intermediary Online subscribers (custodians) only, a proxy may also be appointed electronically by visiting www.intermediaryonline.com and submitting your voting intentions before 10 a.m. (Brisbane time) on Tuesday 27 November 2012. A proxy cannot be appointed online if the proxy is appointed under power of attorney or similar authority.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

EXPLANATORY MEMORANDUM

This explanatory memorandum accompanies the notice of annual general meeting of Centrepoint Alliance Limited ( Company ), to be held on Thursday 29 November 2012 at 10 a.m. (Brisbane time). It has been prepared to assist shareholders in determining how to vote on the resolutions set out in the notice and is intended to be read in conjunction with the notice.

If you have any questions regarding the matters set out in this explanatory memorandum (or elsewhere in the notice of annual general meeting), please contact the company secretary on 08 9420 1203, or your stockbroker or other professional adviser.

ITEM 1 – Annual financial and other reports for the year ended 30 June 2012

The 2012 annual report is available for download free of charge from the Company's website at http://www.cpal.com.au/. The financial report, directors' report and auditor’s report of the Company for the year ended 30 June 2012 will be received and considered by the meeting. There is no requirement for a formal resolution on this item of business. A representative from the Company's auditor, Ernst & Young, will be present at the meeting to answer any questions from shareholders relating to the preparation of the auditor’s report.

ITEM 2 – Adoption of the remuneration report for the year ended 30 June 2012

Pursuant to section 250R of the Corporations Act, a resolution must be put to shareholders that the remuneration report be adopted. The vote on this resolution is advisory only and does not bind the directors or the Company. The board will, however take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

The remuneration report, which is set out on pages 17 to 25 of the Company’s 2012 Annual Report:

• explains the board’s policies in relation to the nature and level of remuneration paid to directors and the key management personnel of the Company;

• discusses the link between the board’s remuneration policies and the Company’s performance;

• provides a summary of performance conditions applicable to the directors and the key management personnel of the Company, explaining why they were chosen and how performance is measured against them;

• sets out remuneration details for each director and the key executives of the Company; and

• makes clear that the basis of remunerating non-executive directors is distinct from the basis for remunerating executives, including the managing director.

A reasonable opportunity will be provided to shareholders to ask questions about or make comments on the remuneration report at the meeting.

Shareholders may be aware of the introduction last year of a ‘two strikes’ rule in relation to remuneration reports. In essence, if at least 25% of votes are cast against the resolution to adopt the remuneration report at two consecutive annual general meetings of a listed company, this rule requires a ‘spill resolution’ to be put to shareholders. If the spill resolution is passed, the company is required to hold a further meeting of shareholders within 90 days to consider replacing those directors (other than the managing

director) in office at the time the directors’ report (including the remuneration report) was approved by the board.

At the Company’s 2011 annual general meeting, less than 25% of votes were cast against the resolution that the Remuneration Report be adopted. Accordingly, there is no requirement to allow for a possible ‘spill resolution’ at this year’s annual general meeting.

However, if at least 25% of votes are cast against the resolution at this annual general meeting, the directors’ report in the 2013 annual report must include an explanation of the board’s proposed action in response to that vote (and any comments made about the remuneration report at the 2012 AGM) or, if the board does not propose any action, the board’s reasons for inaction.

Noting each director has a personal interest in his remuneration from the Company, as described in the remuneration report, the board unanimously recommends that shareholders vote in favour of this resolution.

ITEM 3 - Election of Mr. Stephen Maitland as a director

Rule 47 of the Company’s constitution states that a director appointed by the board as an addition to the board may only hold that position until the next annual general meeting, and is then eligible for election.

Mr. Stephen Maitland was appointed by the board as a director on 20 December 2011.

Stephen has over 30 years’ experience in the banking and finance industry, with wide-ranging knowledge in areas such as strategic planning, businesses in transition, risk management and corporate governance. Stephen’s previous roles include CEO of the Queensland Office of Financial Supervision, a statutory authority that supervised Queensland’s non-bank financial institutions.

Currently Stephen holds various directorships, is Chairman of the Surf Life Saving Foundation and is a member of CPA’s Queensland Divisional Council. During the past 3 years Stephen has served as a director of Buderim Ginger Limited.

Stephen is also the chairman of the Company’s Audit Committee.

The directors recommend (with Mr. Stephen Maitland abstaining) that shareholders vote in favour of this resolution.

ITEM 4 - Election of Mr. Matthew Kidman as a director

As noted above, a director appointed by the board as an addition to the board only holds that position until the next annual general meeting but is then eligible for election. Mr. Matthew Kidman was appointed by the board as a director on 21 February 2012.

Matthew has over 18 years’ experience in the finance industry and currently specialises in corporate strategy, investor relations and capital markets.

During the period from 1998 to 2011 Matthew worked with the Wilson Asset Management funds management group in a variety of roles including director, analyst, portfolio manager and chief executive officer. He is also a former director of Australian Leaders Fund Limited (formerly Wilson Leaders Fund Limited).

Matthew has also worked as a finance reporter with the Sydney Morning Herald, where in 1997 he was appointed as Investment Editor.

The directors recommend (with Mr. Matthew Kidman abstaining) that shareholders vote in favour of this resolution.

ITEM 5 – Re-election of Mr. Noel Griffin as a director

Rule 58(a) of the Company’s Constitution states that at every annual general meeting one third of the directors (or the number nearest one third) must retire from office but are eligible for re-election. Accordingly, one other director must retire at this year’s annual general meeting. A retiring director is eligible for re-election. The directors to retire are those who have been longest in office since last being elected.

Mr. Noel Griffin retires at this year’s annual general meeting in accordance with rule 58(a), and, being eligible for re-election, offers himself for re-election.

Noel has been involved in the refrigerated transport industry since 1966. He has had extensive experience in management, operation and ownership of transport and agri-business. From 1982 to 1995, Noel was managing director of Refrigerated Roadways Pty Ltd, which at one stage claimed status as the largest refrigerated carrier in Australia with assets of $74 million, annual revenue of $131 million, and 900 personnel. TNT acquired the company in 1995 and Noel served for 2 years on the executive council of TNT. In addition to his interests in the transport industry, Noel was managing director and a shareholder of Table Grape Growers Pty Ltd from 1997 to 2001. Noel is managing director of Prime Qld Pty Ltd, a member of the Pacca Advisory Council and a life member of the World Presidents’ Organisation. Noel is also the chairman of the Company’s Nomination, Remuneration & Governance Committee.

The directors recommend (with Mr. Noel Griffin abstaining) that shareholders vote in favour of this resolution.

ITEM 6 – Remuneration of non-executive directors

Under rule 48 of the Company’s constitution, the total amount or value of the remuneration of nonexecutive directors in any one year must not exceed the amount fixed by the Company in general meeting. Further, rule 10.17 of the ASX Listing Rules requires shareholder approval to be obtained if an entity wishes to increase the total amount of fees payable to non-executive directors (including any superannuation contributions or fees which a non-executive director agrees to sacrifice on a pre-tax basis). The Company last increased the maximum remuneration permitted for non-executive directors almost 6 years ago (at the 2006 annual general meeting) to $350,000. Since then:

• an additional non-executive director has been appointed in light of the growth in operations and size of the Company and for the purpose of continuing to ensure good corporate governance; and

• market remuneration for non-executive directors generally has increased.

The directors believe that the fees offered by the Company to non-executive directors need to remain competitive in order to continue to attract and retain competent and experienced directors.

In the circumstances, the directors propose to increase the maximum annual amount available as remuneration for non-executive directors by $75,000 to $425,000 to accommodate the fees of the additional director. This maximum amount excludes any reasonable travel, accommodation and other expenses incurred by those directors while engaged on Company business (see rule 49 of the Company’s

constitution), any benefits paid in connection with their retirement as directors in accordance with the Corporations Act (rule 50), and any payments under an indemnity given to them by the Company.

Noting each non-executive director has a personal interest in his remuneration from the Company, the board unanimously recommends that shareholders vote in favour of this resolution.

ITEM 7 – Modification of the constitution of the Company

Rules 15.13 to 15.13B of the ASX Listing Rules allow a listed company to include in its constitution provisions which empower the company to sell shares that are less than marketable parcels in a number of circumstances. A marketable parcel includes a parcel of shares with a total market value of less than $500.

The purpose of the proposed modification of the Company’s constitution is to replace existing rule 85 of the Company’s constitution with a new rule to give the Company full flexibility to deal with small shareholdings as contemplated by the ASX Listing Rules. By reducing the number of small shareholdings on its register, the Company can reduce the administrative costs associated with maintaining those shareholdings (e.g. printing and postage costs).

A company may modify its constitution by passing a special resolution. A special resolution requires at least 75% of the votes cast by shareholders entitled to vote on the resolution to be in favour of it.

Under the proposed new rule 85, there are 2 situations in which shareholdings which are less than marketable parcels may be sold.

In the first situation:

• the Company may write to a shareholder whose shareholding is less than a marketable parcel telling the shareholder that the Company proposes to sell those shares;

• the shareholder will have at least 6 weeks from the date of the notice to notify the Company that the shareholder does not want the shares sold or, alternatively, to acquire additional shares so that the shareholder’s shareholding becomes a marketable parcel, and in either case the Company will not sell the shares;

• if the shareholder does not tell the Company it wishes to retain the shares or does not acquire sufficient additional shares so that its shareholding becomes a marketable parcel, the Company may proceed to sell those shares;

• if the Company does sell those shares, they must be sold at a price which the directors consider to be the best price reasonably obtainable for the shares at the time they are sold;

• the costs of sale (such as brokerage and any stamp duty) must be paid by the purchaser of the shares or the Company (although any tax consequences of selling the shares will remain the shareholder’s responsibility);

• the proceeds of sale must not be sent to the shareholder until the Company has received any certificates issued in respect of the shares (unless the Company is satisfied those certificates have been lost or destroyed); and

• the above sale process may only occur once in any 12 month period for a shareholder and, in some circumstances (such as if a takeover bid is made for the Company’s shares), the Company’s power to sell may lapse or cease.

In the second situation:

• the Company may sell shares in a new holding of shares in the Company which is less than a marketable parcel where that new holding was created by the transfer of a parcel of shares that itself was less than a marketable parcel at the time it was transferred into the new holding;

• if the Company does sell those shares, they must be sold at a price which the directors consider to be the best price reasonably obtainable for the shares at the time they are sold;

• the proceeds of sale may be applied to pay the costs of sale (such as brokerage and any stamp duty); and

• the shareholder’s right to vote or receive dividends in respect of those shares may be removed or changed at the discretion of the directors (but any dividends withheld must be paid to the shareholder at the time the balance of the proceeds of sale of the shares is paid to the shareholder).

The directors recommend that shareholders vote in favour of this resolution.

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ABN 72 052 507 507

Lodge your vote:



Online:

www.investorvote.com.au



By Mail:

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

T 000001 000 CAF MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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 763 925 (outside Australia) +61 3 9415 4870

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 Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999  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 10:00am (EST) Tuesday 27 November 2012

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

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Proxy Form

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I9999999999
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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. I 9999999999

I ND

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Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Centrepoint Alliance Limited hereby appoint

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the Chairman of the Meeting OR

 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Centrepoint Alliance Limited to be held at the offices of McCullough Robertson Lawyers, Level 11, Central Plaza Two, 66 Eagle Street, Brisbane, Queensland on Thursday, 29 November 2012 at 10:00am (EST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 2 and 6 (except where I/we have indicated a different voting intention below) even though Items 2 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: For Item 6 , this express authority is also subject to you marking the box in the section below.

If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 2 and 6 by marking the appropriate box in step 2 below.

Important for Item 6: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Item 6 below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Item 6, the Chairman of the Meeting will not cast your votes on Item 6 and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 6 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Item 6 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

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

		For	Again	st Abstain
2	Adoption of the Remuneration Report for the year ended 30 June 2012
3	Election of Stephen Maitland as a director
4	Election of Matthew Kidman as a director

• 5 Re-election of Noel Griffin as a director

• 6 Maximum annual remuneration of non-executive directors

• 7 Modification of the consititution of the Company

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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.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date

/ /

C A F

9 9 9 9 9 9 A

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ABN 72 052 507 507

T 000001 000 CAF MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Centrepoint Alliance Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

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Mr Ian Magee Company Secretary

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