CL8 HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2009

Nov 9, 2009

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WEBSPY LTD

ABN: 90 329 705 081 PO Box 881 West Perth, WA 6872

Level 3, 9 Colin Street West Perth, WA 6005 AUSTRALIA Phone: +61 8 9321 3322 Fax: +61 8 9321 3377

UNITED STATES Columbia Center 701 5 t h Avenue, Suite 4200 Seattle, WA, 98104 USA Phone: +1 206 262 7763 Fax: +1 206 708 6113

10 November 2009

ASX Ltd Exchange Plaza 2 The Esplanade PERTH WA 6000

UNITED KINGDOM Westbourne House 14‐16 Westbourne Grove London, W2 5RH UNITED KINGDOM Phone: +44 207 239 7500 Fax: +44 207 239 7539

www.webspy.com info@webspy.com

UPDATE ON GENERAL MEETING

WebSpy Limited ( WebSpy or the Company ) provides the following contact details should shareholders have any queries regarding the General Meeting of the Company to be held on Monday, 16 November 2009:

Telephone: +61 8 9321 3322 Facsimile: +61 8 9321 3377 Email: shareholder@webspy.com

In addition, WebSpy wishes to remind shareholders they may request an additional personalised proxy form by contacting the Company. A blank proxy form also follows this announcement.

AUTHORISED BY:

Jack Andrys Managing Director

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WebSpy

1

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P R O X Y F O R M

(Name of member/s)

of

(Address of member/s)

1. Appointment of Proxy

I/We being a shareholder/s of WebSpy Limited hereby appoint

the Chairman OR of the Meeting

If you are appointing someone other than the Chairman of the Meeting, write here the name of the company or person you are appointing;

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 not directions have been given, as the proxy sees fit) at the General Meeting of WebSpy Limited to be held at Level 3, 9 Colin Street, West Perth, Western Australia at 10.00 a.m. (WST) on Monday, 16 November 2009 and at any adjournment of that meeting.

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

2. Items of Business

Please mark to indicate your voting directions.	Please mark to indicate your voting directions.
		FOR	AGAINST	ABSTAIN
1.	Issue of Shares and Deferred Shares to the Marketboomer Vendors	�	�	�
2.	Election of Mr Declan Monahan as a Director	�	�	�
3.	Election of Mr Kim Redstall as a Director	�	�	�

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 on a poll and your votes will not be counted in computing the required majority.

3. Appointment of a Second Proxy

I/We wish to appoint a second proxy

Please mark if you State the percentage of your wish to appoint a AND % OR voting rights or the number of second proxy. securities for this Proxy Form.

4. Signature of Securityholder(s)

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

Individual or Securityholder 1 Individual/ Sole Director and Sole Company Secretary

Contact Name

Securityholder 2 Securityholder 3 Director Director/ Company Secretary Contact Daytime Telephone Date

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H O W T O C O M P L E T E T H E P R O X Y F O R M

1. Appointment of Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the company or person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that company or 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.

If you have appointed a company as your proxy and a representative of that company wishes to attend the meeting, the representative will be required to provide the Company with the appropriate written documentation evidencing that the person is a representative of the proxy. Should you require it, the Company will provide you with an appointment of corporate representative form free of charge. Please contact the Company Secretary if you require an appointment of corporate representative form.

2. Items of Business

You may direct your proxy how to vote by placing a mark in one of the three 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. 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.

3. 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.

To appoint a second proxy you must:

• (a) indicate that you wish to appoint a second proxy by marking the box.

• (b) 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.

• (c) return both forms together in the same envelope.

4. Signing Instructions

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

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 must sign. Power of Attorney: To sign under Power of Attorney, you must have already lodged this document 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 sign in the appropriate place to indicate the office held.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 48 hours before the commencement of the meeting at 10.00 a.m. (WST) on Monday 16 November 2009. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by posting, delivery or facsimile to WebSpy Limited:-

PO Box 881 West Perth WA 6872 Fax: (08) 9321-3377

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 the Company's share registry.