COKAL LIMITED — AGM Information 2004

Oct 26, 2004

NOTICE OF ANNUAL GENERAL MEETING

Date and Time of Annual General Meeting:

12:15pm (Perth time) on Thursday, 25 November 2004

Place of Annual General Meeting:

The Forrest Centre Conference Suites Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia

www.alteracapital.com

ALTERA CAPITAL LIMITED (formerly Bigshop.com.au Limited) A.B.N. 55 082 541 437

Level 14, 221 St Georges Terrace, Perth WA 6000

$T$ | + 61 (8) 9214 9787

$F$ | + 61 (8) 9322 1515

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Altera Capital Limited A.B.N. 55 082 541 437 ("Company") will be held at The Forrest Centre Conference Suites, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 12:15pm (Perth time) on Thursday, 25 November 2004.

AGENDA

ORDINARY BUSINESS

$\mathbf{1}$ . Annual Reports

To consider and receive the 2004 Directors' Report, Financial Statements and Audit Report of the Company.

Re-Election of Simon Cato as Director $\overline{2}$ . Resolution 1 $\overline{a}$

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

"That Mr Simon Kenneth Cato, having been appointed since the last Annual General Meeting of the Company and having retired pursuant to the Constitution of the Company, being eligible, be re-elected as a Director of the Company."

1. Resolution 2 Re-Election of Victor Ho as Director

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

"That Mr Victor Poh Hong Ho, having retired pursuant to the Constitution of the Company, being eligible, be re-elected as a Director of the Company."

DATED THIS 25^th DAY OF OCTOBER 2004

BY ORDER OF THE BOARD

VICTOR HO COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to assist shareholders of the Company in understanding the business to be put to shareholders for their consideration at the Annual General Meeting (AGM) of the Company

RE-FLECTION OF SIMON CATO AS DIRECTOR RESOLUTION 1-

The Company's Constitution requires Directors who are appointed during the year to retire at the first AGM held after their appointment. Retiring Directors are eligible for re-election.

Mr Simon Cato was appointed by the Board as a Non-Executive Director on 8 January 2004. Accordingly. Mr. Cato is required to resign in accordance with the Company's Constitution. Mr Cato, being eligible, offers himself for re-election as a Director of the Company. His experience and qualifications are set out below:

Simon K Cato B.A., MSDIA

Age 46

Mr Cato has more than 20 years capital markets experience within the Australian securities industry both in investment broking and in regulatory roles. He has been employed by the Australian Stock Exchange in Sydney and Perth in the companies department (which oversees the activities of listed companies) most recently as Manager. Companies for ASX Perth. Over the last 14 years Mr Cato has been an Executive Director of two stockbroking firms and in these roles has been involved in a diverse range of management and capital investment activities. Mr Cato is currently a broker and consultant with Kirke Securities Limited and a Non-Executive Director of ASX listed Medusa Mining Limited, Sofcom Limited and Bentley International Limited.

RESOLUTION 2 -RE-ELECTION OF VICTOR HO AS DIRECTOR

The Company's Constitution also requires one third of the Directors (or if that is not a whole number, the whole number nearest to one third) to retire at each AGM. This rule does not apply to the Managing Director.

The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire.

Mr Victor Ho retires at the AGM under this rule. However, being eligible, Mr Ho has offered himself for re-election as a Director of the Company. Mr Ho has been a Director and Company Secretary of the Company since 26 November 2001. Mr Ho was last re-elected Director at the 2003 Annual General Meeting of the Company.

Victor P H Ho B.Comm, LLB, FTIA Aged 34

Mr Ho holds a Bachelor of Commerce and Bachelor of Law degrees from the University of Western Australia and is a Fellow of the Tax Institute of Australia. Prior to his involvement with the Company, Mr Ho had 9 years experience in the taxation profession with the Australian Tax Office and in a specialist tax law firm. Mr Ho is also currently in executive roles with public listed companies as Executive Director and Company Secretary of Fast Scout Limited, Central Exchange Limited and Sofcom Limited and as Company Secretary of Queste Communications Limited and Bentley International Limited. Mr Ho has been actively involved in the structuring and execution of a number of corporate transactions, capital raisings and capital management matters and has extensive experience in public company administration and compliance and shareholder relations.

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of Altera Capital Limited will be held at:

The Forrest Centre Conference Suites Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia

commencing

12:15pm (Perth time) Thursday, 25 November 2004

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number (08) 9322 1515; or
• deliver to the registered office of the Company at Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000.

so that it is received not later than 12:15pm (Perth time) on Tuesday, 23 November 2004.

Your proxy form is enclosed.

Snapshot Date

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the AGM.

The snapshot date is 5:00pm (Perth time) on Tuesday, 23 November 2004.

Bodies corporate

A body corporate may appoint an individual as its authorised corporate representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. A properly executed original (or certified copy) of an appropriate "Appointment of Corporate Representative" should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disregarded by the Company.

Powers of Attorney

A person appearing as Power of Attorney for a shareholder should produce a properly executed original (or certified copy) of an appropriate Power of Attorney for admission to the meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

PROXY FORM Annual General Meeting

Altera Capital Limited A.B.N. 55 082 541 437

Mark this box with an 'X' if you want to make any changes to your address details (see reverse)

COMPLETE AND RETURN TO: The Company Secretary Altera Capital Limited Level 14, The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000

Facsimile: +61 8 9322 1515

Appointment of Proxy

I/We being a member/s of Altera Capital Limited and entitled to attend and vote hereby appoint

Chairman of the The Meeting (mark with an OR " $X$ "

Write here the name of the person you are appointing if this person is 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 Annual General Meeting of Altera Capital Limited to be held at The Forrest Centre Conference Suites, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 12:15pm (Perth time) on Thursday, 25 November 2004 and at any adjournment of such Annual General Meeting

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chair intends to vote in favour of all resolutions.

Voting directions to your proxy - please mark $\boxed{\times}$ to indicate your directions

If to proxies are being appointed, the proportion of voting rights this proxy represents is:

* 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.

PLEASE SIGN HERE

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

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

Please contact us at info@alteracapital.com to join our email distribution list to receive the Company's latest ASX Market Announcements, Reports and Press Releases

INSTRUCTIONS FOR COMPLETING PROXY FORM

• Your pre-printed name and address is as it appears on the Company's share register. If this information is $1.$ incorrect, please mark the box at the top of the proxy form and make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.
• 1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• $3.$ A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.
• $\overline{4}$ . A proxy need not be a shareholder of the Company.
• 1. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
• 1. If a representative of a company shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate 'Appointment of Corporate Representative' should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disregarded by the Company.
• If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or 7. certified copy) of an appropriate Power of Attorney should be produced for admission to the meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

$\overline{8}$ . 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 Shareholders should sign.
Power of Attorney:	If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.
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.

9. Lodgment of a Proxy

This Proxy Form (and the original or certified copy of any Power of Attorney under which it is signed) must be received at the address below not later than 12:15 pm (Perth time) on Tuesday, 23 November 2004 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the meeting.

Proxy Forms may be lodged:

by posting, delivery or facsimile to the address below:

Altera Capital Limited Level 14. The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000

Facsimile: +61 8 9322 1515