CODEIFAI LIMITED — AGM Information 2013

Oct 29, 2013

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AUV Enterprises Limited ABN 68 108 649 421 Level 29, 66 Goulburn Street, Sydney NSW 2000 Telephone +612 8263 4000 Facsimile +612 8263 4111

AUV Enterprises Ltd

ACN 108 649 421

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of AUV Enterprises Limited (“ AUV ” or the “ Company ”) will be held on 10 am, 29 November 2013 (Sydney time) at Level 29, 66 Goulburn Street, Sydney, NSW 2000 ( General Meeting ). The Explanatory Memorandum accompanying this Notice provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and Proxy Form form part of this Notice.

The Directors have determined that, pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders as at 7pm (Sydney time) on 27 November 2013. Terms used in this Notice are defined in the Glossary which forms part of the Explanatory Memorandum.

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AUV ENTERPRISES LTD NOTICE OF ANNUAL GENERAL MEETING

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Business

Financial Statements

To receive and consider the financial statements of the Company and its controlled entities for the year ended 30 June 2013 and the related Directors’ Report, Directors’ Declaration and Auditors’ Report.

Resolution 1

ADOPTION OF DIRECTORS’ REMUNERATION REPORT

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

“That the Directors’ Remuneration Report for the year ended 30 June 2013 be adopted”.

Voting Exclusion Statement:

The Company will disregard any votes cast on this resolution by or on behalf of a member of the key management personnel of the Company (including Directors) (“KMP”), or their closely related parties.

However, the Company need not disregard a vote cast by a KMP or closely related party of the KMP if:

• (a) it is cast by a person as proxy for a person who is permitted to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is permitted to vote, where the Proxy Form does not specify the way the Chairman is to vote and which expressly authorises the Chairman to vote even though the resolution is connected directly or indirectly with the remuneration of a KMP and even though the Chairman of the Annual General Meeting is a member of KMP.

Note: In accordance with section 250R(3) of the Corporations Act, the vote on Resolution 1 will be advisory only and will not bind the Directors or the Company.

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 1.

Resolution 2

ELECTION OF DIRECTOR (Mr Robert Whitton)

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

“That Mr Robert Whitton, having been appointed in accordance with the Constitution as a director of the Company to fill a casual vacancy until the next annual general meeting, retires and, being eligible, offers himself for election, is hereby elected a director of the Company”.

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 2.

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AUV ENTERPRISES LTD

NOTICE OF ANNUAL GENERAL MEETING

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Resolution 3

ELECTION OF DIRECTOR (Mr Peter Dykes)

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

“That Mr Peter Dykes, having been appointed in accordance with the Constitution as a director of the Company to fill a casual vacancy until the next annual general meeting, retires and, being eligible, offers himself for election, is hereby elected a director of the Company".

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 3.

Resolution 4

ELECTION OF DIRECTOR (Mr Anthony Damianos)

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

“That Mr Anthony Damianos, who retires in accordance with clause 60 of the Constitution and, being eligible offers himself for re-election as a Director of the Company, is hereby reelected as a Director of the Company”.

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 4.

Resolution 5

RATIFY PRIOR SHARE ISSUE

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue and allotment, on 3 July 2013, of 8,350,000 Shares at $0.02 per share to following parties:-

Chapmans Ltd 6,250,000 shares Cuchulainn Advisory Services Pty Ltd 1,250,000 shares Land Holdings Pty Ltd 250,000 shares CBN Capital Pty Ltd 600,000 shares

and on the terms set out in Explanatory Memorandum is ratified and approved”.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by any of the above mentioned parties and their associates. However, the Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the director on proxy form; or

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AUV ENTERPRISES LTD

NOTICE OF ANNUAL GENERAL MEETING

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• (b) it is cast by person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 5.

Resolution 6

APPROVAL OF ISSUE OF SHARES

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the placement of up to 15,000,000 fully paid ordinary share in the capital of the Company at the issue price of $0.02 each to raise up to $300,000 on the terms and conditions as detailed in the Explanatory Memorandum within three months from the date of this meeting to such persons, companies and institutions as the Directors may determine, other than related parties as defined by the Corporations Act".

Voting Exclusion Statement:

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue of securities and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 6 is passed, and any associates of the aforementioned persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chairman 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.

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 6.

Dated: 28 October 2013.

By order of the Board.

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Robert Whitton Chairman

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AUV ENTERPRISES LTD NOTICE OF ANNUAL GENERAL MEETING

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Notes

Explanatory Memorandum

The Notice should be read in conjunction with the accompanying Explanatory Memorandum.

Eligibility to vote

In accordance with the Corporations Act and the Constitution, a person's entitlement to vote at the General Meeting will be determined by reference to the number of Shares registered in the name of that person (reflected in the register of members) as at 7pm (Sydney time) on 26 November 2013.

How to vote

Each Shareholder is entitled to attend and vote at the General Meeting in person or by proxy.

Proxy votes

Each Shareholder is entitled to appoint not more than two proxies to attend and vote in their place.

Where more than one proxy is appointed, the appointment may specify the proportion or number of votes that the proxy may exercise, otherwise each proxy may exercise half of the votes.

A proxy need not be a Shareholder.

A Proxy Form must be signed (in the form attached to this Notice) by the Shareholder or the Shareholder’s attorney.

Proxy Forms must reach the Company at least forty eight (48) hours before the General Meeting.

The address for lodgment of Proxy Forms is:

Delivery Address Postal Address Fax Number AUV Enterprises Ltd AUV Enterprises Ltd + 61 2 8263 4111 c/- William Buck c/- William Buck Email: Level 29 Level 29 agm@williambucknsw.com.au 66 Goulburn Street 66 Goulburn Street Sydney NSW 2000 Sydney NSW 2000

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AUV ENTERPRISES LTD NOTICE OF ANNUAL GENERAL MEETING

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Key Management Personnel as proxy

If a shareholder appoints a member of the key management personnel (KMP) (which includes each of the Directors) or a closely related party of any KMP as proxy, such KMP or closely related party is not able to vote a proxy on Resolution 1 or 6 unless the shareholder directs them how to vote by marking the box on the Proxy Form (Step 2) for Resolution 1.

If a shareholder appoints the Chairman of the Annual General Meeting as proxy, the shareholder can direct the Chairman how to vote by either marking the boxes on the Proxy Form for Resolutions 1 and 6 or by marking the Chairman voting direction box on the Proxy Form (Step 1) in which case this will be considered to be an express direction to the Chairman of the Annual General Meeting to vote in favour of Resolutions 1 and 6 even though Resolutions 1 and 6 are connected directly or indirectly with the remuneration of a member of a KMP and/or even if the Chairman of the Annual General Meeting has an interest in the outcome of Resolutions 1 and 6. If the voting direction boxes are not completed in either Step 1 or Step 2, then the Chairman will not cast any votes on your behalf on Resolutions 1 and 6.

Undirected Proxies

Subject to the above, the Chairman of the General Meeting intends to vote all undirected proxies in favour of the Resolutions. However, the Company encourages all Shareholders who submit Proxy Forms to direct their proxy how to vote on each Resolution by marking the boxes on the Proxy Form (Step 2) for each item of business.

Directed Proxies

Under recent amendments to the Corporations Act, there are new rules relating to how a proxy must vote directed proxies. If a Proxy Form specifies the way a proxy is to vote on a Resolution, then:

• (a) a proxy need not vote on a show of hands, but if the proxy does vote, the proxy must vote as directed;

• (b) if a proxy is appointed by two or more Shareholders who specify different ways to vote on a resolution, the proxy must not vote on a show of hands;

• (c) if the proxy is the Chairman, the proxy must vote as directed on a poll;

• (d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does vote, the proxy must vote as directed; and

• (e) if the proxy is not the Chairman and does not attend the General Meeting or does not vote on a Resolution, but the Proxy Form specifies how to vote and a poll is demanded, then the Chairman is taken to have been appointed as the proxy and must vote as directed.

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AUV ENTERPRISES LTD

NOTICE OF ANNUAL GENERAL MEETING

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Power of Attorney

A Shareholder’s attorney may sign the Shareholder’s Proxy Form on behalf of the Shareholder. By signing the Proxy Form, the Shareholder’s attorney confirms that the authority under which he or she executed the Proxy Form has not been revoked.

If the Shareholder’s attorney signs the Proxy Form, then the attorney must, when it sends the Proxy Form to the Company, also send the authority (or a certified copy of the authority) under which the Proxy Form was signed. Each of the Proxy Form and authority must be received at least forty eight (48) hours before the General Meeting.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the General Meeting. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise on behalf of the appointing body all of the powers that the appointing body could exercise at the General Meeting or in voting on a Resolution.

Enquiries

Shareholders are invited to contact the Chairman Robert Whitton on (02) 8263 4000 if they have any queries in respect of the matters set out in these documents.

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AUV ENTERPRISES LTD NOTICE OF ANNUAL GENERAL MEETING

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Explanatory Memorandum

AUV Enterprises Ltd

1. Introduction

This Explanatory Memorandum has been prepared to assist Shareholders in considering the Resolutions set out in the Notice. This Explanatory Memorandum forms part of, and should be read in conjunction with, the Notice.

Terms used in this Explanatory Memorandum are defined in the Glossary.

2. General

FINANCIAL STATEMENTS

The Corporations Act requires that the Financial Report (including the Directors’ Report, Financial Statements and the Audit Report) be laid before the Annual General Meeting. Although not requiring a vote of shareholders, an opportunity will be provided for shareholders to ask questions on the reports, including of the Company’s auditor, who will be available to answer shareholders’ questions relating to the Audit Report.

RESOLUTION 1: ADOPTION OF DIRECTORS’ REMUNERATION REPORT

The Board is committed to creating value for shareholders by applying the Company’s funds productively and responsibly. A portion of the funds available to the Company is applied to remunerate your Directors.

Your Board is aware of the sensitivities of shareholders to remuneration practices generally, and submits its remuneration report to shareholders for consideration and adoption under a non-binding resolution.

The Remuneration Report appears within the Directors’ Report in the Company’s Annual Report and describes the remuneration practices of the Company and the rationale underpinning those practices.

Under the Corporations Act:

• (a) the Company is required to disregard any votes cast on this item of business by any member of “Key Management Personnel” (KMP) of the Company and their closely related parties, except as directed by any proxies; and

• (b) a ‘two-strike’ process in relation to the advisory and non-binding vote on the remuneration report has been introduced. Under the two-strike process if, at two consecutive annual general meetings, at least 25% of votes cast on a resolution that the remuneration report be adopted are against adoption of the Remuneration Report, at the second of these annual general meetings, there

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AUV ENTERPRISES LTD

NOTICE OF ANNUAL GENERAL MEETING

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must be put to the vote a resolution that another general meeting be held within 90 days at which all Directors (except the Managing Director) who were Directors at the time the Directors’ Report considered at the second annual general meeting was passed must stand for re-election.

KMP are people having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, and include Directors.

“Closely related parties” includes certain family members and dependents of KMP and companies they control.

RESOLUTION 2: ELECTION OF DIRECTOR (Mr Robert Whitton)

Mr Whitton is a Chartered Accountant with in excess of 25 years of corporate reorganisation, financial analysis, strategic planning, people management and risk management experience. He is a Non-Executive Director of several ASX listed companies, with involvement in audit risk and corporate governance.

Mr Whitton currently serves as head of Business Recovery at William Buck, Chartered Accountants & Advisors. He is Non-Executive Chairman Exalt Resources Limited (ASX:ERD) and a Non-Executive Director Tempo Australia Limited,(ASX:TPP) and of Australian Wine Consumers Co-Operative Ltd (Chairman 2008-2011).

He has a Bachelor of Business and Graduate Certificate Forensic Studies (Accounting) and is a Fellow of the Institute of Chartered Accounts, the Australian Institute of Management and the Australian Institute of Company Directors. He is also a member of the Insolvency Practitioners Association of Australia and the Association of Fraud Examiners.

Directors’ Recommendation

The Board (other than Mr Whitton) recommends the election of Mr Robert Whitton.

RESOLUTION 3: ELECTION OF DIRECTOR (Mr Peter Dykes)

Mr Dykes has more than 20 years of experience in the technology industry, beginning his career as a founding member of KPMG’s technology advisory practice in both Sydney and Melbourne. He subsequently co-founded a boutique technology advisory business and advised some of Australia’s largest corporate clients including BHP, Boral, Telstra and General Motors Holden.

Mr Dykes was an Executive Director, CFO and Company Secretary of Nexbis Ltd and played a key role during its rise from a market capitalisation of $4 million dollars until its successful sale for $80 million.

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AUV ENTERPRISES LTD NOTICE OF ANNUAL GENERAL MEETING

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He is currently a Non-Executive Director of Tempo Australia Limited (ASX:TPP), Chapmans Limited (ASX”CHP),Exalt Resources Limited (ASX:ERD) and RKS Consolidated Limited (ASX:RKS).

Mr Dykes holds a Bachelor of Business (Accountancy) degree from RMIT University and is a Fellow of the Taxation Institute of Australia.

Directors’ Recommendation

The Board (other than Mr Dykes) recommends the election of Mr Peter Dykes.

RESOLUTION 4: RE-ELECTION OF DIRECTOR (Mr Anthony Damianos)

Under the Constitution, (clause 60), one third of Directors (not including the Managing Director or persons appointed to fill a casual vacancy) must retire from office annually and, if eligible, may offer themselves for re-election.

Directors’ Recommendation

The Board (other than Mr Damianos) recommends the re-election of Mr Anthony Damianos.

RESOLUTION 5: RATIFY PRIOR SHARE ISSUE

On 3 July 2013, the Company issued and allotted 8,350,000 Shares at a deemed issue price of $0.02 per Share (" Placement Shares "). The issue was in relation to share based payment for services already rendered except in the amount of 1,250,000 shares which were issued to a sophisticated investor for cash consideration. The Placement Shares rank equally with existing Shares and represent approximately 15% of the Company’s issued Share capital as at the date of this Explanatory Memorandum.

Listing Rule information

Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of Resolution 5 for the purposes of Listing Rule 7.4:

• (a) The number of Placement Shares issued was 8,350,000.

• (b) The Placement Shares were issued at a deemed issue price of $0.02 each.

• (c) The Placement Shares are fully paid ordinary shares and rank equally with the existing Shares on issue.

• (d) The Placement Shares were issued on 3 July 2013. to:-

Chapmans Ltd 6,250,000 shares Cuchulainn Advisory Services Pty Ltd 1,250,000 shares Land Holdings Pty Ltd 250,000 shares CBN Capital Pty Ltd 600,000 shares

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AUV ENTERPRISES LTD

NOTICE OF ANNUAL GENERAL MEETING

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• (e) $25,000 was raised by the issue of the Placement Shares with the balance of shares being issued as a share based payment for services rendered.

• (f) The $25,000 raised has been applied towards Working Capital.

Directors’ Recommendation:

The Board recommends that Shareholders vote in favour of Resolution 5.

RESOLUTION 6: APPROVAL OF ISSUE OF SHARES

General

This Resolution seeks shareholder approval for the allotment and issue of 15,000,000 fully paid ordinary shares at an issue price of $0.02 each, to raise $300,000.

ASX Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.1 and the following information is included in this Explanatory Memorandum for that purpose:

• (a) The maximum number of shares to be issued is 15,000,000 shares;

• (b) It is anticipated that the shares will be allotted and issued by 31 December 2013 but in any event no later than 3 months after the date of the meeting;

• (c) The issue price is $0.02 per share;

• (d) Although the names of the parties to whom the shares will be issued are not yet known, it is intended that the shares will be issued to institutional and/or sophisticated investors; who are not related parties of the Company.

• (e) The shares issued will rank equally with the existing shares on issue; and

• (f) The funds raised from the issue will be used for expansion of the Company’s operations, working capital and general purposes.

• (g) A voting exclusion statement is included in the Notice of Meeting

Directors’ recommendation:

The Board recommends that Shareholders vote in favour of Resolution 6.

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Robert Whitton Chairman

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AUV ENTERPRISES LTD

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NOTICE OF ANNUAL GENERAL MEETING

GLOSSARY

ASIC means Australian Securities and Investments Commission. ASX means ASX Limited.

$ means Australian Dollars.

Board means the board of directors of the Company. Company or AUV means AUV Enterprises Ltd (ACN:108 649 421). Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth) Directors mean the current directors of the Company. Equity Securities has the same meaning as in the Listing Rules. Explanatory Memorandum means the explanatory memorandum accompanying the Notice. Annual General Meeting means the meeting convened by the Notice.

Listing Rule means a Listing Rule of ASX.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum. Proxy Form means the proxy form for the Annual General Meeting accompanying the Notice. Share means a fully paid ordinary share in the capital of the Company.

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Proxy Form

AUV ENTERPRISES LIMITED

All correspondence to :

ACN 108 649 421

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

AUV ENTERPRISES LIMITED Level 29, 66 Goulburn Street Sydney NSW 2000 Telephone: 02 8263 4000 Facsimile: 02 8263 4111

Appointment of Proxy

I/We ____________ (name of shareholder)

Of __________________ (address)

Being a member/s of AUV ENTERPRISES LIMITED and entitled to attend and vote hereby appoint

Write here the name of the person � the Chairman of the Meeting you are appointing if this person is OR (mark with an ‘X’) 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 Extraordinary General Meeting of AUV Enterprises Limited to be held Level 29, 66 Goulburn Street, Sydney NSW 2000 at 10.00 a.m. (Sydney time) on 15 November 2013 and at any adjournment of that meeting.

� Important:

If the Chairman of the meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on the resolution below, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy unless he has an interest in the outcome of that item. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your vote on the resolution below and your vote will not be counted in computing the required majority if a poll is called on that item. The Chairman intends to vote undirected proxies in favour of the resolution below unless he has an interest in the outcome of that item.

Voting Directions to your proxy – please mark X to indicate your directions

For Against Abstain*

		For	Against	Abstain*
Resolution 1	Adoption of Directors’ Remuneration Report
Resolution 2	Election of Director (Robert Whitton)
Resolution 3	Election of Director (Peter Dykes)
Resolution 4	Election of Director (Anthony Damianos)
Resolution 5	Ratify Prior Share Issue
Resolution 6	Approval of Issue of Shares

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business unless he has an interest in the outcome of that item. *If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in computing the required majority on a poll.

Appointing a second proxy

We wish to appoint a second proxy

State the percentage of your � Mark with an ‘X’ if you wish to appoint AND % OR voting rights or the number of a second proxy securities for this Proxy Form

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Securityholder1 Securityholder2 Securityholder3	PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Securityholder1 Securityholder2 Securityholder3	PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Securityholder1 Securityholder2 Securityholder3
Individual/Sole Director and Sole Company Secretary Director Director/Company Secretary __________ ______ _//__ Contact Name Contact Daytime Telephone Date

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HOW TO COMPLETE THE PROXY FORM

1 Your Address

This form has been sent to your address as it appears on the company’s share register. If this address is incorrect, please mark the box and write the correct address on the form. Please note, you cannot change ownership of your securities using this form.

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 security holder 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 three boxes opposite the 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 an 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.

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 contacting the Company’s registered office 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.

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 Holding: 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.

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. (Sydney time) on 13 November 2013. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by posting, delivery, facsimile or email to:

AUV ENTERPRISES LIMITED

Level 29, 66 Goulburn Street, Sydney NSW 2000 Telephone: +61 2 8263 4000 Facsimile: +61 2 8263 4111 Email: agm@williambucknsw.com.au

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