COG FINANCIAL SERVICES LIMITED — Proxy Solicitation & Information Statement 2013

May 22, 2013

Armidale Investment Corporation Limited

(ACN 100 854 788)

Shareholder Booklet

Approval of issue of shares as consideration for the acquisition of interest in Riverwise Pty Limited

A notice of meeting is included in Annexure A to this Booklet. A Proxy Form for the meeting accompanies this Booklet.

Your vote is important in determining whether the Riverwise Transaction proceeds. This is an important document and requires your urgent attention.

If you are in any doubt as to how to deal with this Booklet, please consult your legal, financial, taxation or other professional adviser immediately.

If you have recently sold all of your Shares, please disregard all enclosed documents.

Important Notices

General

You should read this Booklet in its entirety before making a decision on how to vote on the resolution to be considered at the Meeting. The notice convening the Meeting is contained in Annexure A. A proxy form for the meeting is enclosed.

Defined terms

Capitalised terms in this Booklet are defined either in the Glossary in Section 5 of this Booklet or where the relevant term is first used.

References to dollars or $ are references to the lawful currency of Australia. Any discrepancies between the totals and the sum of all the individual components in the tables contained in this Booklet are due to rounding.

Purpose of this Booklet

The purpose of this Booklet is to:

• explain the terms and effect of the acquisition of an interest in Riverwise Pty Limited to Shareholders; and

• provide such information as is prescribed by the Listing Rules.

ASX

A copy of this Booklet has been lodged with ASX. Neither ASX nor any of its officers takes any responsibility for the contents of this Booklet.

Input from other parties

Other than in respect of the information identified above, the information contained in the remainder of this Booklet has been prepared by Armidale Investment Corporation Limited ( Company or AIK ) and is the responsibility of the Company. The Company does not assume responsibility for the accuracy or completeness of any other part of this Booklet and assumes responsibility only to the extent required by law.

these matters, they should consult their legal, financial, taxation or other professional adviser before deciding how to vote on the Riverwise Transaction. Past performance is no indication of future performance.

Forward looking statements

This Booklet includes certain prospective financial information which has been based on current expectations about future events. The prospective financial information is, however, subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations described in such prospective financial information. Factors which may affect future financial performance include, among other things, those identified in Section 3. The assumptions on which prospective financial information is based may prove to be correct or may be affected by matters not currently known to, or considered material by the Company.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of the Company, its officers or any person named in this Booklet makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. You are cautioned not to place undue reliance on those statements.

The forward looking statements in this Booklet reflect views held only as at the date of this Booklet.

Investment decisions

This Booklet does not take into account the investment objectives, financial situation, tax position and requirements of any particular person. This Booklet should not be relied on as the sole basis for any investment decision in relation to Shares. Independent financial and taxation advice should be sought before making any decision to invest in the Company or in relation to the Riverwise Transaction. It is important that you read the entire Explanatory Memorandum before making any voting or investment decision. In particular, it is important that Shareholders consider the possible disadvantages of the Riverwise Transaction and the risk factors identified in Section 3.

Shareholders should carefully consider these factors in light of their particular investment objectives, financial situation, tax position and requirements. If Shareholders are in any doubt on

Important dates and times

Date of this Booklet	23 May 2013
Time and date for determining eligibility to vote at the	7:00 pm (Sydney time) on
Meeting	26 June 2013
Last time and date by which the proxy form for the Meeting	10.00am (Sydney time) on
can be lodged	26 June 2013
Meeting* to vote on the Riverwise Transaction	10.00am (Sydney time) on
	28 June 2013
Offer expected to open	30 May 2013
Offer expected to close	21 June 2013
Completion	28 June 2013

• The Meeting will be held at History House – Royal Australian Historical Society Auditorium, 133 Macquarie Street, Sydney NSW 2000.

You should consult your legal, financial, taxation or other professional adviser concerning the impact your decision may have on your own circumstances.

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Table of Contents

Important dates and times ........................................................................................................................ 2	Important dates and times ........................................................................................................................ 2
Table	of Contents ..................................................................................................................................... 3
Chairman's letter ...................................................................................................................................... 2
1.	Summary of the Riverwise Transaction ...................................................................................... 1
2.	Rationale for the Riverwise Transaction ..................................................................................... 3
3.	Relevant considerations for Shareholders .................................................................................. 4
4.	Additional information .................................................................................................................. 8
5.	Glossary .................................................................................................................................... 10
Annexure A – Notice of Meeting ............................................................................................................ 11

Armidale Investment Corporation Limited

ABN: 58 100 854 788

Level 11, 139 Macquarie Street Sydney NSW 2000 Tel: 02 8014 1188 Fax: 02 8084 9918

Chairman's letter

23 May 2013

Dear Shareholder

As Chairman of the Board of Directors, I am pleased to present this booklet on behalf of the Board.

As at the date of this booklet, the Company holds 14.97% of the issued share capital of Riverwise. As foreshadowed in the Company’s recent ASX announcements, the Company is proposing to increase its current shareholding up to 36.23% of the issued share capital of Riverwise by acquiring Riverwise Shares in exchange for the issue of Shares in the Company.

AIK is inviting Riverwise Pty Limited ( Riverwise ) Shareholders to apply for Shares in AIK, in connection with proposed acquisition of Riverwise Shares. AIK has offered to acquire a maximum amount of 788,227 Riverwise Shares.

In consideration for the acquisition of Riverwise Shares, AIK will issue up to 55,175,890 AIK Shares on the basis of 70 AIK Shares for every 1 Riverwise Share acquired by the Company ( Offer ). The Offer is subject to AIK Shareholder approval of the issue of AIK Shares to Riverwise Shareholders as consideration for the Riverwise Transaction. Riverwise is a proprietary company with less than 50 shareholders and Riverwise Shareholders are wholesale investors, or otherwise exempt for the Offer from the disclosure document requirements under Chapter 6D of the Corporations Act.

The Board sees the acquisition of the further 21.26% of the issued share capital of Riverwise as a natural extension of its current investment in Riverwise. Completion of the Riverwise Transaction will not result in AIK acquiring a controlling interest in Riverwise, there will be no change to the Boards of either AIK or Riverwise, and neither company will change its name.

As the Offer involves the issue of Shares in consideration for the acquisition of Riverwise Shares, the Company is seeking Shareholder approval of the issue, under the ASX Listing Rules.

This booklet provides details of the Riverwise Transaction and an overview of the business and activities of Riverwise. The Board recommends that Shareholders vote in favour of the Riverwise Transaction.

The Board recommends that you read this booklet in its entirety and looks forward to seeing you at the meeting 28 June 2013.

Yours sincerely

==> picture [158 x 34] intentionally omitted <==

Gabriel Radzyminski Chairman

1. Summary of the Riverwise Transaction

1.1. Introduction

The Meeting has been convened to consider resolutions necessary to authorise the issue of Shares to Riverwise Pty Limited ( Riverwise ) shareholders in consideration for their subscriptions under the Offer to acquire Riverwise Shares ( Riverwise Transaction ). Riverwise is a proprietary company with less than 50 shareholders and Riverwise Shareholders are wholesale investors, or otherwise exempt for the Offer from the disclosure document requirements under Chapter 6D of the Corporations Act.

1.2. Shareholder approvals

The Riverwise Transaction will only proceed if AIK Shareholders approve the issue of AIK Shares under Listing Rule 7.1 to those Riverwise Shareholders who subscribe under the Offer ( Riverwise Vendors ).

The Resolution requires approval by a simple majority of votes cast by eligible AIK Shareholders at the Meeting. Riverwise, its shareholders and their associates may not vote.

For the full explanation of the nature, purpose and effect of the Resolution and the voting restrictions applying, please refer to Section 4 of this Booklet.

1.3. Implementation and timetable

If all necessary approvals and conditions for the Riverwise Transaction are satisfied, it is expected that the issue of up to 55,175,890 AIK Shares will be provided to Riverwise Vendors within 7 days of the close of the Offer and in any event, no later than 3 months after this Meeting.

1.4. What to do next

(a) Read the remainder of this Booklet

You should read and consider the remainder of this Booklet in full before making any decision on the Riverwise Transaction.

(b) Consider your options

Shareholders should refer to Section 3 of this Booklet for further guidance on the expected advantages and possible disadvantages of the Riverwise Transaction. However, this Booklet does not take into account the financial situation, investments objectives and particular needs of any particular Shareholder.

(c) Vote at the Meeting

The Board urges all Shareholders to vote on the Riverwise Transaction at the Meeting. The Riverwise Transaction affects your investment in the Company and your vote at the Meeting is important in determining whether the Riverwise Transaction proceeds.

1.5. Summary of how to vote

(a) General

The Meeting will be held at History House – Royal Australian Historical Society Auditorium, 133 Macquarie Street, Sydney NSW 2000, on 28 June 2013, commencing at 10.00am (Sydney time).

The notice convening the Meeting is contained in Annexure A to this Booklet. Your vote at the Meeting is important. If you are registered as a Shareholder by the Registry at the voting entitlement time (7.00 pm Sydney time, 26 June 2013), you will be entitled to vote at the Meeting, subject to the voting restrictions and exclusions set out in the Notice of Meeting in Annexure A to this Booklet. These voting restrictions and exclusions are summarised in Sections 1.2 and Section 4 of this Booklet.

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(b) Voting in person

Shareholders wishing to vote in person on the Riverwise Transaction should attend the Meeting on 28 June 2013 and bring a suitable form of personal identification (such as a driver's licence).

Please arrive at the venue at least 15 minutes prior to the time designated for the commencement of the Meeting (10.00am Sydney time), so that your share may be checked against the Shareholders Register and attendance noted. Attorneys should bring with them the original or a certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

(c) Voting by proxy

Shareholders wishing to vote by proxy at the Meeting must complete and sign or validly authenticate the personalised proxy form that is enclosed with this Booklet.

A person appointed as a proxy may be an individual or a body corporate. Completed proxy forms must be delivered to the Company by 10.00am, 26 June 2013, in any of the following ways:

By post or delivery to:

Armidale Investment Corporation Limited

c/- Link Market Services Limited

Locked Bag A14

Sydney South 1235

By fax to the Company on +61 2 9287 0309.

Note: proxies may not be returned by email.

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2. Rationale for the Riverwise Transaction

2.1. AIK's business model and investment strategy

The Company’s net assets consist of a mix of cash and cash equivalents and investments in Hal Data Services Pty Limited ACN 058 578 082 ( HDS ), Riverwise and Lease Company of Australia Limited ACN 110 141 734 ( LCA ). The Board reviews investments on a case by case basis. Financial year 2012 was a significant year for the Company in that it changed its name to Armidale Investment Corporation Limited, completed all outstanding matters pertaining to the restructure of HDS/LCA debts, and completed settlement of litigation with a former director. The Company also continued to take steps to preserve and enhance the value of its exposure to HDS. A valuation conducted by Mera Corporate Finance Limited in February 2013 resulted in the Board revaluing its investments in HDS to $15,316,113; a substantial increase in the asset’s carrying value.

2.2. AIK's current interest in Riverwise

The Company currently owns 14.97% of the issued capital of Riverwise. Riverwise is the sole shareholder of Leading Edge Group Limited ACN 093 219 213 ( LEG ). LEG is an Australian owned company that operates as a telecommunication distributor and buying and promotional support group for independent businesses. LEG owns and operates Telstra Business Centres in Victoria and New South Wales, retail and business distribution centres for Telecom New Zealand, and is a significant British Telecom distributor in the United Kingdom. Through its buying group activities, LEG has strong relationships with many major suppliers to retail businesses, and leverages the strength of the combined value of over 1,100 small business members. Through the buying groups, LEG draws together buying and marketing power, and uses that combined power to improve the bottom line profitability for each member of the group.

2.3. The Riverwise Offer

On 1 September 2011, AIK made a $3 million secured loan to Riverwise that could convert, at AIK’s election, into at least 300,000 shares in Riverwise (at $10.00 per Riverwise Share). The term of the loan was up to six months.

As at 29 February 2012, the principal outstanding, its capitalised interest and associated costs were $3,309,551. This amount was converted to Riverwise Shares at a conversion price of $7.00 per Riverwise Share. On 22 October 2012 a further 82,236 shares were acquired in Riverwise at $7.00 per share. As a result AIK now holds Riverwise Shares representing 14.97% of Riverwise’s issued share capital.

Under the Offer, AIK has invited Riverwise shareholders to subscribe for up to a total number of 55,175,890 AIK Shares, on the basis of 70 AIK Shares per 1 Riverwise Share acquired by AIK under the Offer. The maximum interest that AIK will acquire in Riverwise’s issued share capital is approximately 36%. If AIK acquires the maximum number of Riverwise Shares available under the transaction, AIK’s interest in Riverwise will go from 555,029 to 1,343,255 Riverwise Shares.

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3. Relevant considerations for Shareholders

3.1. Introduction

The purpose of this Section 3 is to identify significant issues for Shareholders to consider in relation to the Riverwise Transaction.

Before deciding how to vote at the Meeting, Shareholders should carefully consider the factors discussed below, as well as the other information contained in this Booklet.

3.2. Why you should vote in favour of the Riverwise Transaction

Reasons why Shareholders may decide to vote in favour of the Riverwise Transaction include the following:

• The Directors have recommended that Shareholders vote in favour of the Riverwise Transaction.

• The Directors consider that the acquisition of the further interest in Riverwise is a natural extension of AIK’s current investment.

• The Riverwise Transaction provides the Company with the ability to increase its interest in Riverwise with significantly less cash expenditure than would be otherwise required.

3.3. Why you may vote against the Riverwise Transaction

Shareholders may decline to approve the Riverwise Transaction for a number of reasons. These may include the following:

• The Company will not be in a position to control Riverwise, as it will only hold a maximum interest of 36.23% if the Offer is fully subscribed.

• Shareholders may consider that the issue of Shares as consideration for the Riverwise Transaction at an issue price of 70 Shares for 1 Riverwise Share represents an unacceptable dilution of the interests of existing Shareholders.

3.4. Key implications if the Riverwise Transaction is not approved

If Shareholders do not pass the Riverwise Transaction:

• The Company will not proceed with the acquisition of the further 21.26% interest in Riverwise.

• The Company will retain its current interest of 14.97% in Riverwise.

3.5. Unaudited consolidated pro forma statement of financial position

If the Riverwise Transaction is approved and the Offer fully subscribed, the Company must provide consideration of 55,175,890 AIK Shares to Riverwise Vendors. If completed, the Riverwise Transaction will increase AIK’s exposure to Riverwise’s performance.

The unaudited consolidated pro forma statement of financial position set out below represents the unaudited consolidated statement of financial position of the Company as at 31 December 2012 adjusted for completion of the Offer. The unaudited consolidated statement of financial position is intended to be illustrative only and does not reflect either the actual position of the Company as at the date of this Booklet or the anticipated position of the Company at the conclusion of the Offer.

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Pro forma Statement of Financial Position	Actual	Offer fully subscribed Offer 20% subscribed: AIK holds less than 20% Riverwise Shares Pro forma Pro forma
ASSETS	31 Dec 2012	31 Dec 2012 31 Dec 2012
Current
Cash and cash equivalents	5,320,507	5,190,507 5,190,507
Trade and other receivables	7,940,285	7,940,285 7,940,285
Inventories	42,730	42,730 42,730
Other current assets	565,733	565,733 565,733
Other financial assets	1,163,482	1,163,482 1,163,482
Current assets	15,032,737	14,902,737 14,902,737
Non-current
Property, plant and equipment	3,316,672	3,316,672 3,316,672
Deferred tax assets	5,175,800	5,175,800 5,175,800
Goodwill	2,551,999	2,551,999 2,551,999
Intangible assets	5,501,060	5,501,060 5,501,060
Other long-term financial assets	4,050,618	10,887,629 4,840,420
Non-current assets	20,596,149	27,433,160 21,385,951
TOTAL ASSETS	35,628,886	42,335,897 36,288,688
LIABILITIES
Current
Trade and other payables	2,130,554	2,130,554 2,130,554
Provisions	244,021	244,021 244,021
Financial liabilities	1,375,365	1,375,365 1,375,365
Tax liabilities	3,674,724	3,674,724 3,674,724
Income in advance	578,993	578,993 578,993
Current liabilities	8,003,657	8,003,657 8,003,657
Non-current
Financial liabilities	2,678,311	2,678,311 2,678,311
Provisions	70,932	70,932 70,932
Deferred tax liabilities	4,654,034	4,654,034 4,654,034
Non-current liabilities	7,403,277	7,403,277 7,403,277
TOTAL LIABILITIES	15,406,934	15,406,934 15,406,934
NET ASSETS	20,221,952	26,928,963 20,881,754
EQUITY
Equity attributable to owners of the parent:
Share capital	93,329,835	100,036,846 93,989,637
Reserves	(18,336,390)	(18,336,390) (18,336,390)
Accumulated losses	(51,507,317)	(51,507,317) (51,507,317)
	23,486,128	30,193,139 24,145,930
Non-controllinginterest	(3,264,176)	(3,264,176) (3,264,176)
TOTAL EQUITY	20,221,952	26,928,963 20,881,754

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Notes:

1. The column headed “Actual 31 Dec 2012” is drawn from the auditor -reviewed consolidated statement of financial position of the Company as at 31 December 2012 released to the market through ASX on 27 February 2013.

2. The table headed “Offer fully subscribed Pro forma 31 Dec 2012” represents the unaudited consolidated statement of financial position of the Company as at 31 December 2012 based on the column headed “Actual 31 Dec 2012” adjusted as if the following had taken place as at 31 December 2012:

3. (a) the Company had acquired 788,227 Riverwise Shares;

4. (b) the Company had issued 55,175,890 Shares as consideration for the acquisition of Riverwise Shares;

5. (c) the Company had paid transaction costs of $130,000; and

6. (d) The Company revalued its holding in Riverwise shares to $7.16 per Riverwise Share. As per the ASX announcement dated 27 February 2013, the Company revalued its Riverwise shares to $5.01 on the basis of an independent external valuation. The basis of that valuation noted that should the Company’s holding of Riverwise shares move to greater than 20% in Riverwise then a control premium should be added, taking the midpoint valuation to $7.16. Therefore the pro forma balance sheet shows an increase in investments of $6,837,011. Of that, $5,643,699 is in relation to the issue of shares under the Offer, and $1,193,312 is due to the revaluation of the Company’s existing shareholding.

7. The table headed “Offer 20% subscribed: AIK holds less than 20% Riverwise Shares Pro forma 31 Dec 2012” represents the unaudited consolidated statement of financial position of the Company as at 31 December 2012 based on the column headed “Actual 31 Dec 2012” adjusted as if the following had taken place as at 31 December 2012:

8. (a) the Company had acquired 157,645 Riverwise Shares;

9. (b) the Company had issued 11,035,150 Shares as consideration for the acquisition of Riverwise Shares;

10. (c) the Company had paid transaction costs of $130,000; and

11. (d) The Company maintained its current valuation in Riverwise shares at $5.01. Per the ASX announcement dated 27 February 2013, the Company revalued its Riverwise shares to $5.01 on the basis of an independent external valuation. The pro forma balance sheet therefore shows an increase in investments of $789,802 in relation to the issue of shares under the Offer on the basis of a 20% subscription to the Offer, resulting in AIK’s holding in Riverwise Shares being less than 20% of Riverwise’s issued capital.

12. Totals may not add due to rounding.

3.6. Impact on The Company's capital structure

As at the date of this Booklet, the Company has 180,118,429 Shares on issue. This includes the 18,360,000 Shares issued under the Waterfall Arrangement as approved by AIK Shareholders at the Annual General Meeting held on 14 November 2012.

If the Riverwise Transaction is approved and fully subscribed, the capital structure of the Company will be as follows:

Shares	Number	Percentage
Riverwise Vendors	55,175,890	23.45%
Other AIK Shareholders	180,118,429	76.55%
Total	235,294,319	100%

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3.7. Impact on control of the Company

AIK does not anticipate that implementation of the Riverwise Transaction will impact on control of AIK. As set out in Section 3.5, the maximum of 55,175,890 AIK Shares to be issued for the Riverwise Transaction will represent 23.45% of AIK’s issued capital.

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4. Additional information

4.1. Introduction

This Section includes additional information that AIK considers is material to the decision on how to vote on the Resolution to be considered at the Meeting.

4.2. Regulatory requirements – Resolution 1

Under Listing Rule 7.1, AIK is restrained from issuing or agreeing to issue equity securities without Shareholder approval if the number of equity securities would, together with all issues undertaken in the last 12 months without Shareholder approval or pursuant to an exception to Listing Rule 7.1, exceed 15% of the number of equity securities then on issue.

The information set out below is required to be provided to Shareholders under the Listing Rules in respect to obtaining approval for the issue of new Shares under Listing Rule 7.1:

• The maximum number of Shares AIK is to issue if the Resolution is approved is 55,175,890 AIK Shares.

• The Riverwise Vendors are not related parties of AIK.

• The AIK Shares will be issued to the Riverwise Vendors within 7 days of the close of the Offer if the Resolution is approved. In any event, if the Resolution is approved, the new Shares will be issued no later than 3 months after the date of the Meeting.

• The Shares to be issued if the Resolution is approved will be fully paid ordinary shares in AIK and will have the same terms as, and rank equally with, all other AIK Shares on issue from the date of issue.

• No funds will be raised from the issue of Shares under the Riverwise Transaction. This issue is to be made in consideration for the Company’s acquisition of up to a 36.23% interest in Riverwise.

4.3. Voting restrictions

The Company will disregard any votes cast on the Resolution by Riverwise, its shareholders or any of their associates;

However, the Company will 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 the direction on the proxy form to vote as the proxy decides.

4.4. Independent advice

Shareholders should consult their legal, financial, taxation or other professional adviser if they have any queries regarding:

• the Riverwise Transaction;

• the taxation implication for them if the Riverwise Transaction is implemented;

• any other aspects of this Booklet.

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4.5. The Company is a disclosing entity

As a company listed on the ASX and a "disclosing entity" under the Corporations Act, the Company is subject to regular reporting and disclosure obligations which require it to announce price sensitive information as soon as it becomes aware of that information. The Company's most recent announcements are available from its website at www.armidaleinvestmentco.com.au.

Further announcements concerning the Company will continue to be made available on the website after the date of this Booklet.

ASX maintains files containing publicly available information about entities listed on their exchange. The Company's files are available for inspection from ASX during normal business hours and are available on the website at www.armidaleinvestmentco.com.au or at www.asx.com.au.

The Company is required to lodge various documents with ASIC. Copies of documents lodged with ASIC by the Company may be obtained, or inspected at, ASIC offices.

The following documents are available for inspection free of charge on the Company’s website at www.armidaleinvestmentco.com.au or at www.asx.com.au.

•  Constitution of the Company;

•  The Company's annual reports for the financial years ended 30 June 2011 and 2012;

•  The Company’s interim reports for the 6 month periods ended 31 December 2011 and 2012;

•  The Company’s public announcements.

The annual and interim reports and public announcements are also available.

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5. Glossary

The following terms used in this Booklet (including the Notice of Meeting in Annexure A to this Booklet) have the meanings given to them below, unless the context otherwise requires.

AIK Share	a fully paid ordinary share in the capital of AIK
AIK Shareholder	a registered holder of AIK Shares
ASIC	Australian Securities & Investment Commission
ASX	ASX Limited (ACN 008 624 691) or, as the context requires, the financial market conduct by it
Booklet	The Explanatory Memorandum and Notice of Meeting
Company	Armidale Investment Corporation Limited ACN 100 854 788
Explanatory Memorandum	this explanatory memorandum dated 23 May 2013 in relation to the Riverwise Transaction
Listing Rules	the listing rules of ASX
Meeting	the meeting of Shareholders to be convened in respect of the Riverwise Transaction on 28 June 2013. The notice convening the Meeting is contained in Annexure A of this Booklet
Notice of Meeting	the notice for the Meeting dated 23 May 2013, as set out in Annexure A of this Booklet
Offer	AIK’s offer to Riverwise shareholders to acquire up to 788,227 Riverwise Shares with AIK issuing up to 55,175,890 AIK Shares to those Riverwise shareholders as consideration, on a basis of 70 Shares for 1 Riverwise Share
Registry	Link Market Services Limited (ACN 083 214 537)
Resolution	the resolution set out in the Notice of Meeting
Riverwise	Riverwise Pty Limited (ACN 084 303 408)
Riverwise Share	a fully paid ordinary share in the capital of Riverwise
Riverwise Shareholder	a registered holder of Riverwise Shares
Riverwise Transaction	The acquisition of up to 788,227 Riverwise Shares in consideration for the issue of up to 55,175,890 AIK Shares at an issue price of 70 Shares per 1 Riverwise Share
Riverwise Vendor	a Riverwise Shareholder subscribing under the Offer

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Annexure A – Notice of Meeting

Armidale Investment Corporation Limited

(ACN 100 854 788)

Notice of Meeting

for the Meeting of Shareholders

To be held at 10.00am (Sydney time) on 28 June 2013 at History House – Royal Australian Historical Society Auditorium, 133 Macquarie Street, Sydney NSW 2000

IMPORTANT INFORMATION

This is an important document that should be read in its entirety.

This Notice of Meeting is an annexure to an Explanatory Memorandum. The Explanatory Memorandum has been prepared to assist Shareholders in determining whether or not to vote in favour of the Resolution set out in this Notice of Meeting.

The Explanatory Memorandum should be read in conjunction with this Notice of Meeting.

You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed proxy form without delay:

by post or delivery to:

Armidale Investment Corporation Limited

c/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

or by facsimile to +61 2 9287 0309 .

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The business of the Meeting is to consider the following proposed resolution.

1. Approval of issue of Shares to Riverwise shareholders

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

That for the purposes of listing rule 7.1, the issue of up to 55,175,890 AIK Shares to Riverwise shareholders as consideration for the acquisition of Riverwise Shares on the terms set out in the Booklet is approved.

Without limitation, Listing Rule 7.1 is relevant to this Resolution.

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

Entitlement to vote

The Directors have decided that for the purpose of determining entitlements to attend and vote at the Meeting, units will be taken to be held by the persons who are the registered holders at 7:00 pm (Sydney time) on 26 June 2013. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting restrictions and exclusions in respect of the Resolution are set out below for each resolution.

How to vote

Shareholders entitled to vote at the Meeting may vote:

•  by attending the meeting and voting in person; or

•  by appointing an attorney to attend the meeting and vote on their behalf or, in the case of corporate Shareholders or proxies, a corporate representative to attend the meeting and vote on its behalf; or

•  by appointing a proxy to attend and vote on their behalf, using the proxy form accompanying this Notice. A proxy may be an individual or a body corporate.

Voting in person (or by attorney)

Shareholders or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the Meeting and bring a form of personal identification (such as their driver's licence).

To vote by attorney at this meeting, the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by The Company before 10.00am (Sydney time) on 26 June 2013 any of the following ways:

by post or delivery to:

Armidale Investment Corporation Limited

c/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

or by facsimile to +61 2 9287 0309 .

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To vote in person, you or your proxy, attorney, representative or corporate proxy representative must attend the Meeting to be held at History House – Royal Australian Historical Society Auditorium, 133 Macquarie Street, Sydney NSW 2000 on 28 June 2013 commencing at 10.00am (Sydney time).

•  A vote cast in accordance with the appointment of a proxy or power of attorney is valid even if before the vote was cast the appointor:

• died;

• became mentally incapacitated;

• revoked the proxy or power; or

• transferred the Shares in respect of which the vote was cast,

unless the Company received written notification of the death, mental incapacity, revocation or transfer before the meeting or adjourned meeting.

Note: proxies may not be returned by email.

Notes for proxies

1. A Shareholder entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote at the meeting on that Shareholder's behalf.

2. A proxy need not be a Shareholder.

3. A proxy may be an individual or a body corporate. A proxy that is a body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the Shareholder's proxy.

4. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half the votes.

5. A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If an appointment directs the way the proxy is to vote on a particular resolution:

6. if the proxy is the chair - the proxy must vote on a poll and must vote in the way directed; and

7. if the proxy is not the chair - the proxy need not vote on a poll, but if the proxy does so, the proxy must vote in the way directed.

8. If a proxy appointment is signed or validly authenticated by the Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman may either act as proxy or complete the proxy appointment by inserting the name or names of one of more Directors or the Company Secretary.

If:

• a Shareholder nominates the Chairman of the meeting as the Shareholder's proxy; or

• the Chairman is to act as proxy if a proxy appointment is signed by a Shareholder but does not name the proxies in whose favour it is given or otherwise under a default appointment according to the terms of the proxy form,

then the person acting as Chairman in respect of an item of business at the meeting must act as proxy under the appointment in respect of that item of business.

14

1. Proxy appointments in favour of the Chairman of the meeting, the Company Secretary or any Director which do not contain a direction will be voted in support of the Riverwise Transaction resolution (in the absence of a superior proposal prior to the date of the meeting).

Corporate representatives

1. To vote in person at the Meeting, a Shareholder or proxy which is a body corporate may appoint an individual to act as its representative.

2. To vote by corporate representative at the meeting, a corporate Shareholder or proxy should obtain an Appointment of Corporate Representative Form from the Registry, complete and sign the form in accordance with the instructions on it. The appointment should be lodged at the registration desk on the day of the meeting.

3. The appointment of a representative may set out restrictions on the representative's powers.

4. The original form of appointment of a representative, a certified copy of the appointment, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed.

5. The Chairman of the meeting may permit a person claiming to be a representative to exercise the body's powers even if he or she has not produced a certificate or other satisfactory evidence of his or her appointment.

By order of the Board

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David Franks

Company Secretary 23 May 2013

LODGE YOUR VOTE

Armidale Investment Corporation Limited



www.linkmarketservices.com.au

ABN 58 100 854 788

ONLINE

By mail:  Armidale Investment Corporation Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: +61 1300 554 474

X99999999999

X99999999999

SHAREHOLDER PROXY FORM

I/We being a member(s) of Armidale Investment Corporation Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the General Meeting of the Company to be held at 10:00am on Friday, 28 June 2013, at History House – Royal Australian Historical Society Auditorium, 133 Macquarie Street SYDNEY NSW 2000 and at any adjournment or postponement of the meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2

VOTING DIRECTIONS

For Against Abstain *

Resolution 1

Approval of issue of Shares to Riverwise shareholders

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

AIK PRX301

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

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

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. 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 in Step 1. 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 shareholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares 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 shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, 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.

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 and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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.

• (b) return both forms together.

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, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney 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 indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 26 June 2013, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Armidale Investment Corporation Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the General Meeting, please bring this form with you. This will assist in registering your attendance.