CODEIFAI LIMITED — Proxy Solicitation & Information Statement 2012

Oct 28, 2012

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AUV Enterprises Limited

ACN 108 649 421

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NOTICE OF EXTRAORDINARY GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

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Date of Meeting

30 November 2012

Time of Meeting

10.00 am (Sydney time)

Place of Meeting

Level 29, 66 Goulburn Street, Sydney NSW 2000

NOTICE OF EXTRAORDINARY GENERAL MEETING

AUV ENTERPRISES LIMITED ACN 108 649 421

NOTICE is given that an Extraordinary General Meeting of the members of AUV Enterprises Limited ( Company ) will be held at Level 29, 66 Goulburn Street, Sydney NSW 2000 at 10.00 a.m. (Sydney time) on 30 November 2012 to consider and, if thought fit, to pass the following resolutions:

SPECIAL RESOLUTIONS

Resolution 1 – Removal of RSM Bird Cameron as Company Auditor

To consider, and if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

“ That, the Company’s current auditor RSM Bird Cameron be removed as auditor of the Company, for the purposes of section 329 of the Corporations Act, and for all other purposes”.

Resolution 2 – Appointment of Colin Bloomfield & Associates as Company Auditor

To consider, and if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

“ That, the Company appoint Colin Bloomfield & Associates as auditor of the Company, for the purposes of section 327D of the Corporations Act, and for all other purposes”.

ORDINARY RESOLUTIONS

Resolution 3 – Ratification and Approval of the previous issue of shares

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue of fully paid ordinary shares as shown below, and having the terms and conditions as detailed in the Explanatory Memorandum, be and are hereby ratified and approved:

 50,000,000 shares at $0.002 (pre consolidation) to LBT Corp Pty Ltd.”

Resolution 4 – Increase of Remuneration Pool

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

“For the purposes of Listing Rule 10.17, Article 63.1 in the Company’s constitution and for all other purposes, approval is given for the Company to increase the maximum amount of director’s fees payable to the non-executive directors from $250,000 to $500,000.”

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VOTING EXCLUSIONS

Resolutions 1 & 2

• Not Applicable

Resolution 3

In accordance with ASX Listing Rules 14.11 and 14.11.1, the Company will disregard any votes cast on Resolution 3 by:

• LBT Corp Pty Ltd excluded from voting; and

• an associate of LBT Corp Pty Ltd.

However, the entity 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.

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Resolution 4

In accordance with ASX Listing Rules 14.11 and 14.11.1, the Company will disregard any votes cast on Resolution 4 by:

• Robert Whitton, Peter Dykes and Anthony Damianos excluded from voting; and

• an associate of Robert Whitton, Peter Dykes and Anthony Damianos.

However, the entity 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.

Dated this 23[rd] day of October 2012

By order of the Board AUV Enterprises Limited

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Robert Whitton Director

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NOTES

1 Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting is incorporated in and comprises part of this Notice of Extraordinary General Meeting, and should be read in conjunction with this Notice of Extraordinary General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used both in this Notice of Extraordinary General Meeting and the Explanatory Memorandum.

2 ‘Snap Shot’ Time

The Company may specify a time, not more than 48 hours before the Meeting, at which a ‘snap-shot’ of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the Meeting.

The Company (as convenor of the Meeting) has 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.(Sydney time) on 28 November 2012.

This means that any shareholder registered at 10.00 a.m. (Sydney time) on 28 November 2012 is entitled to attend and vote at the Meeting.

3 Proxies

A shareholder entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the shareholder at the Meeting. A proxy need not be a shareholder. If the shareholder is entitled to cast two or more votes at the Meeting the shareholder may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise. A form of proxy accompanies this Notice.

4 Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice convening the Extraordinary General Meeting of shareholders of AUV Enterprises Limited to be held on 30 November 2012 at Level 29, 66 Goulburn Street, Sydney at 10.00 a.m. (Sydney time). The purpose of this Explanatory Memorandum is to assist shareholders in understanding the background to, and the legal and other implications of, the Notice and the reasons for the resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.

Resolution 1 – Removal of RSM Bird Cameron as Company Auditor

Under resolution 1, the company proposes to remove RSM Bird Cameron as its auditors. Under section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which two months’ notice of intention to move the resolution has been given. It should be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than two months after the notice of intention is given.

Resolution 2 – Appointment of Colin Bloomfield & Associates as Company Auditor

Under resolution 2, the company proposes to appoint Colin Bloomfield & Associates as its auditors. Under section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under Section 329 of the Corporations Act. If RSM Bird Cameron is removed under resolution 1, the directors propose that Colin Bloomfield & Associates be appointed as the company’s auditor effective from the meeting. Colin Bloomfield & Associates has given written consent to act as the company’s auditor in accordance with Section 328A(1) of the Corporations Act. If resolutions 1 and 2 are passed, the appointment of Colin Bloomfield & Associates as the company’s auditor will take effect at the close of this general meeting.

Resolution 3 – Ratification and Approval of the previous issue of shares

The Company has previously issued new fully paid ordinary shares, as shown below.

Resolution 3 seeks shareholder ratification and approval of the issue of those shares. ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by ASX Listing Rule 7.1. The effect of such a ratification is to restore the Company's ability to issue further shares of up to 15% of the issued capital of the Company without requiring shareholder approval.

The Company confirms that the allotment and issue of the shares detailed in Resolution 3 did not breach ASX Listing Rule 7.1.

ASX Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.4 and the following information is included in this Explanatory Memorandum for that purpose.

• 50,000,000 shares at $0.002 (pre consolidation) to LBT Corp Pty Ltd issued on 15 August 2012 (post consolidation 6,250,000 shares at $0.016).

• The above shares rank equally with existing fully paid shares issued by the Company.

• Consolidation of the Company’s shares on a 1 for 8 basis occurred on 21 August 2012 pursuant to a resolution approving same at a General Meeting held 3 August 2012.

• Funds raised from the Issue of the above shares were applied to fund the Company's general working capital.

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1. A voting exclusion statement is included in the Notice; any person who participated in the issue of the above shares and any associate of those persons is excluded from voting on this resolution.

The Company confirms that LBT Corp Pty Ltd is not a related party.

Recommendation

The Directors recommend that shareholders vote in favour of Resolution 3.

Resolution 4 – Increase of Remuneration Pool

Resolution 4 refers to a proposed increase in non-executive director fees and requires approval for the purpose of Article 50.1 in the Company’s constitution and ASX Listing Rule 10.17. Listing Rule 10.17 deals with the ability of a listed company to increase the total amount of directors’ fees the listed company and its “child entities” can pay to its directors’ (excluding executive directors). Currently, the Company’s directors are entitled to annual directors’ remuneration of $250,000 in aggregate. It is proposed that this annual aggregate be increased by $250,000 to $500,000.

The Board believes that directors’ remuneration must be maintained at a level consistent with similarly sized listed companies, taking into account the time commitment of the role and Company performance. The current aggregate remuneration pool was last adjusted by members on 1 November 2004. The increase in the aggregate remuneration pool sought by this resolution is designed to:

• (a) accommodate an increase in the number of non-executive directors, if such an increase is considered appropriate; and

• (b) allow for future increases in remuneration to current non-executive directors, should the activities of the Company expand.

Currently, your non-executive directors are paid, in aggregate, $100,000 and there is no current intention to increase the remuneration paid to non-executive directors. Resolution 4, if passed, will ensure the Company has adequate flexibility to increase the size of the Board or the remuneration of non-executive directors, as and when the business of the Company requires.

The information set out below is required to be provided to Shareholders under the Listing Rules in respect of obtaining such approval:

• (c) The amount of the increase sought is $250,000, which would increase the remuneration pool from $250,000 to $500,000.

• (d) See the voting exclusions that apply to Resolution 4.

Recommendation

The Directors recommend that shareholders vote in favour of Resolution 4.

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GLOSSARY

“ ASX ” means the Australian Securities Exchange or ASX Limited ACN 008 624 691 as the context requires.

“ ASX Listing Rules ” means the official listing rules of the ASX.

“ Board ” means the board of directors of the Company.

“ Company ” or “ AUV ” means AUV Enterprises Limited ACN 108 649 421.

“ Corporations Act ” means the Corporations Act 2001 (Cth).

“ Directors ” means the directors of the Company.

“Explanatory Memorandum” means the Explanatory Memorandum annexed to the Notice.

“ Meeting ” means the meeting of shareholders convened by the Notice.

“ Notice ” means the notice of extraordinary general meeting dated 23 October 2012 to which this Explanatory Memorandum is attached.

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Proxy Form

AUV ENTERPRISES LIMITED ACN 108 649 421

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

All correspondence to :

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 30 November 2012 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	Removal of Auditor
Resolution 2	Appointment of Auditor
Resolution 3	Approval of Issue of placement shares
Resolution 4	Increase of remuneration pool

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

• Mark with an ‘X’ if you wish to appoint a second proxy

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AND % OR
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State the percentage of your voting rights or the number of 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	Individual or Securityholder1 Securityholder2 Securityholder3	Individual or Securityholder1 Securityholder2 Securityholder3
Individual/Sole Director and Sole Company Secretary Director Director/Company Secretary

______ ____

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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 28 November 2012. 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

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