COKAL LIMITED — AGM Information 2005

Oct 24, 2005

Altera Capital Limited

A.B.N 55 082 541 437

NOTICE OF ANNUAL GENERAL MEETING

TO SHAREHOLDERS

Date and Time of Meeting:	2:30 pm (Perth time) Tuesday, 29 November 2005
Place of Meeting:	The Boardroom Altera Capital Limited Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia

Directors' Recommendation

The Board of Directors of the Company believe that all of the resolutions considered at this AGM are in the best interest of shareholders and recommend that you vote in favour of each of them (save for Resolution 3 where the Directors decline to make a recommendation because of the interests which they have in the passage of such resolution).

The Chairman of the AGM will vote all open proxies cast in favour of all resolutions to be considered at the AGM.

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 ("AEA" or "Company") will be held in The Boardroom, Altera Capital Limited, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 2:30 pm (Perth time) on Tuesday, 29 November 2005.

AGENDA

$\uparrow$ . Annual Reports

To consider and receive the 2005 Directors' Report, Financial Statements and Audit Report of the Company.

$\mathbf{2}$ Re-Election of William Johnson as Director Resolution 1 $\overline{a}$

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

"That Mr William Matthew Johnson, 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."

3. Resolution 2 Re-Election of Simon Cato as Director

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

"That Mr Simon Kenneth Cato, having retired pursuant to the Constitution of the Company, being eligible, be re-elected as a Director of the Company."

$\overline{4}$ . Resolution 3 Director's Deeds

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

"That, for the purposes of Part 2E of the Corporations Act 2001 and for all other purposes, approval is given to the Company to enter into a deed with each of its directors on the terms and conditions set out in the explanatory statement accompanying this notice"

$5.$ Resolution 4 Adoption of Remuneration Report

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

"That the Remuneration Report as detailed in the Directors' Report for the vear ended 30 June 2005 be adopted"

Voting Exclusions on Resolution 3: The Company will disregard any votes cast on such resolution by a Director of the Company or their associates. However the Company need not disregard any vote by any such persons if:

• $(a)$ it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or
• $(b)$ it is cast by any of them who is 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 18^th DAY OF OCTOBER 2005

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

ANNUAL REPORTS 1.

Section 317 of the Corporations Act 2001 (Cth) (Corporations Act) requires the Directors of the Company to lay before the AGM the directors' report, financial report and the auditor's report for the last financial year that ended before the AGM.

Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to these reports but no formal resolution to adopt the reports will be put to shareholders at the AGM.

$2.$ ORDINARY RESOLUTION 1 -RE-ELECTION OF WILLIAM JOHNSON AS DIRECTOR

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 William Johnson was appointed a Director on 18 October 2005. Accordingly, Mr Johnson is required to resign in accordance with the Company's Constitution. Mr Johnson, being eligible, offers himself for re-election as a Director of the Company. Mr Johnson has provided the following information about his qualifications and experience for inclusion in this explanatory statement:

William M. Johnson		Director standing for re-election
Appointed	$\overline{\phantom{a}}$	Appointed by the Board on 18 October 2005
Qualifications	$\overline{\phantom{0}}$	MA (Oxon), MBA
Experience $\overline{\phantom{0}}$		Mr Johnson commenced his career in resource exploration and has most recently held senior management and executive roles in a number of public companies in Australia, New Zealand and Asia. As Regional Director Asia Pacific for Telecom New Zealand Ltd, Mr Johnson was responsible for identifying, evaluating and implementing investment strategies that included start-up technology ventures, a technology focussed venture capital fund and strategic investments and acquisitions in Asia and Australia. As Executive Chairman of ASX listed investment company, Central Exchange Limited, Mr Johnson has been actively involved in the strategic analysis of a diverse range of business and investment opportunities and the execution of a number of corporate transactions. Mr Johnson brings a considerable depth of experience in business strategy and investment analysis and execution
Relevant interest in shares-		None
Special Responsibilities		None
Other current directorships- in listed entities		Current Director of: 1. Central Exchange Limited (Director since 28 February 2003; Chairman since 3 July 2003.); 2. Sofcom Limited (since 18 October 2005); 3. Scarborough Equities Limited (since 29 November 2004).
Former directorships in other listed entities in past 3 years.		None

ORDINARY RESOLUTION 2 -RE-ELECTION OF SIMON CATO AS 3. DIRECTOR

The Company's Constitution 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 Simon Cato retires at the AGM under this rule. However, being eligible, he has offered himself for re-election as a Director of the Company.

Mr Simon Cato was appointed by the Board as a Non-Executive Director on 8 January 2004. Mr Cato was last re-elected Director at the 2004 Annual General Meeting of the Company. Mr Cato's qualifications and experience are detailed in the Directors' Report at page 12 of the Company's 2005 Annual Report.

4. ORDINARY RESOLUTION 3 -DIRECTORS' DEEDS

Resolution 3 seeks shareholder approval for the purposes of Part 2E of the Corporations Act for the entry by the Company into a deed with each of its directors to regulate certain matters between the Company and each director, both during the time the director holds office with, and after the director ceases to be an officer of, the Company (or its wholly owned subsidiaries) (the Deed).

These matters are outlined in more detail below but principally relate to access to board papers and other company information, the costs of obtaining independent professional advice to assist the director in the proper exercise of powers and discharge of duties as a director of the Company, the payment of legal costs where directors are involved in legal proceedings for, on behalf of or against the Company and the provision of directors indemnity insurance.

Some of these matters are already dealt with by the Corporations Act, but the Deeds the subject of this resolution are more detailed and comprehensive and extend the matters the subject of the Corporations Act as outlined below.

The Company notes that it is not unusual for directors of a company to be granted the protection conferred by the Deed. The Company has previously entered into a Deed with each of its current directors. However, as the Company understands that it requires related party approval in order to give certain benefits under the Deed, the Company and each of its current directors have agreed to terminate the existing Deeds with effect as from and including the date of the meeting and, if this resolution is approved by shareholders, the Company will enter into a new Deed with each of its current directors after that date.

The Company also notes that in the event that member approval is not obtained in accordance with this resolution, the Company proposes to enter into a modified form of the Deed with each of its directors which would not require shareholder approval.

The Company considers that the Deed complies with the provisions of Part 2D.2 of the Corporations Act (which sets out certain limitations on the scope of indemnities and insurance which may be effected by companies for their directors).

By the Deed:

• the Company is to retain, and the director is granted access to, Board papers and 1. company books (subject to confidentiality and privilege) both while the Director is a director of the Company and after the Director ceases to hold office, for the purposes expressly permitted by the Deed (clause 2);

• the Company is required (to the extent permitted by the Corporations Act) to indemnify the $2.$ director against:

• $2.1$ any liability incurred by the director (before or after the date of entry into the Deed) as an officer of the Company or as an officer of a Relevant Entity (ie, a wholly owned subsidiary of the Company);

• $2.2$ legal costs which the director pays or becomes liable to pay in defending or resisting legal proceedings for a liability incurred as an officer of the Company or as an officer of a Relevant Entity or in seeking relief from such a liability under the Corporations Act; and
• 2.3 legal costs which the director pays or becomes liable to pay in connection with any legal proceeding of an official person relating to the Company or a Relevant Entity which involves the director because of his present or former capacity as an officer of the Company or Relevant Entity (clause 4):
• $\overline{3}$ . subject to the terms of the Deed and the Corporations Act, the Company is permitted, at the request of the director and on such terms as it thinks fit, to advance monies to the director to meet any costs or expenses of the director incurred in circumstances relating to the indemnities provided under the Deed and prior to the outcome of a legal proceeding. The Company cannot make such an advance to a director in respect of legal costs incurred in a legal proceeding initiated by the Company against the director. Advances must be repaid by the director once the outcome of the legal proceeding is known, but may be set-off by indemnities from the Company (where permitted by the Deed and the Corporations Act) (clauses 6.2 and 6.3);
• $\overline{4}$ . the Company must (subject to the Corporations Act) use its best efforts to ensure that, so far as practical (having regard to the cost of coverage and its availability), the director is insured under a directors' and officers' insurance policy against liability incurred as an officer of the Company or of a Relevant Entity ( $D$ & O Policy) for the period that each director is a director of the Company and for 2 years after that Director ceases to hold office, and to pay the insurance premiums on that D & O Policy (clause 7);
• 1. the Company must reimburse the director for the reasonable expense of obtaining independent professional advice to assist the director in the proper exercise of powers and discharge of duties as a director of the Company (clause 9);
• the Company's and director's rights and obligations in respect of confidential information, 6. legal proceedings against the director, disclosure of director's benefits and notifiable interests, and related party benefits.

The above is a summary of the main terms and conditions of the Deed only, and a complete copy of the Deed may be inspected at the Company's registered office.

Clause 49.1 of the Company's constitution provides that, to the extent permitted by the Corporations Act and subject to the terms of the Company's constitution, the Company may indemnify every person who is or has been an officer of the Company and, where the board of directors considers it is appropriate to do so, any person who is or has been an officer of a related body corporate of the Company, against any liability incurred by that person in his or her capacity as an officer of the Company or of the related body corporate (as the case may be).

Further, by clause 50.1 of the Company's constitution the Company may pay or agree to pay a premium in respect of a contract insuring a person who is or has been an officer of the Company or a related body corporate of the Company against any liability incurred by the person as an officer of the Company or a related body corporate except a liability (other than one for legal costs) arising out of conduct involving a wilful breach of duty in relation to the Company or a contravention of sections 182 or 183 of the Corporations Act.

The rights of indemnity and insurance to be granted to the directors under the Deed are consistent with the Company's Constitution.

Part 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Relevantly, section 208(1) of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless the public company obtains the approval of the public company's members in accordance with the Corporations Act and the benefit is given within 15 months after the approval, or the giving of the benefit falls within an exception set out in the Corporations Act.

The Deed may confer a financial benefit on all of the directors of the Company (each of whom are a related party of the Company) as outlined below. Thus, member approval will be required to enter into the Deed, unless the giving of the benefit falls within an exception set out in the Corporations Act. Relevantly, sections 212(1) and (2) of the Corporations Act provide that member approval is not needed to give a financial benefit if:-

• $1₁$ the benefit is for a related party who is an officer of the public company (eq. a director); and
• $\overline{2}$ . the benefit is:-
• $2.1$ an indemnity, exemption or insurance premium in respect of a liability incurred as an officer of the public company or entity that the public company controls (or an agreement to give an indemnity or exemption or to pay an insurance premium of that kind); or
• $2.2$ the making of, or an agreement to make, a payment in respect of legal costs incurred by the officer in defending an action for a liability incurred as an officer of the public company or entity that the public company controls and section 199A does not apply to the costs (or, if section 199A does apply to the costs, the director must repay the amount paid if the costs become costs for which the company must not give the officer an indemnity under that section);
• 1. to give the benefit would be reasonable in the circumstances of the public company or entity giving the benefit.

The Company considers that the obligations imposed on the Company in relation to the directors' and officers' insurance (clause 7) and the giving of the indemnities against liabilities and legal costs (which the director becomes liable to pay in defending legal proceedings for liabilities incurred by the director as an officer of the Company or of a Relevant Entity) (clause 4) fall within the scope of the exceptions set out in sections 212(1) and (2) of the Corporations Act.

However, the Deed may confer on directors financial benefits which go beyond those referred to in sections 212(1) and (2) of the Corporations Act. For example, the obligation imposed on the Company by clause 9.1 of the Deed to reimburse the director for his or her reasonable expenses of obtaining independent professional advice to assist the director in the proper exercise of powers and discharge of duties as a director of the Company will confer a financial benefit on the Company but is not within the scope of the exceptions set out in sections 212(1) and (2) of the Corporations Act. Financial benefits of this nature may, or may not, actually be provided by the Company to its directors.

Section 208(2) of the Corporations Act provides that if:

• the giving of the benefit is required by a contract; $(a)$
• the making of the contract was approved by the public company's members in the manner $(b)$ set out in the Corporations Act as a financial benefit given to the related party; and
• the contract was made within 15 months after that approval, or before that approval if the $(c)$ contract was conditional on the approval being obtained.

member approval for the giving of the benefit is taken to have been given and the benefit need not be given within 15 months.

Accordingly, the Company seeks shareholder approval to enter into a Deed with each of its directors, which approval will authorise the Company to give to the directors any financial benefits to which they may at any time be entitled under the Deed. If this resolution is passed. the Deed will be entered into with all current directors of the Company immediately.

The following information is provided for the purposes of the Corporations Act, in particular section 219 of the Corporations Act:

• the related parties to whom the financial benefits will be given if this resolution is passed $1₁$ is each of the current directors of the Company, being William Matthew Johnson, Simon Kenneth Cato and Victor Poh Hong Ho:
• $\overline{2}$ . the nature of the financial benefit to be given to the directors of the Company are those contemplated by the Deed (the terms of which are summarised above), and include an indemnity against liabilities and legal costs, payment of insurance premiums and payment of costs of obtaining independent advice. The Company is unable to quantify its potential exposure under the Deed, as it does not know, for example, whether it will ever be called upon to indemnify a director for a liability within the scope of the Deed, or the quantum of any such liability. There is no cap on the Company's obligation to reimburse directors for the cost of independent professional advice which they obtain:
• 1. each director of the Company declines to make a recommendation to members about this resolution because of the interest which they have in the passage of the resolution;
• $4.$ each director of the Company has an interest in the outcome of this resolution. If this resolution is passed and the Company is authorised to enter into a Deed with each director, the director will gain the rights and benefits set out in the Deed (for example, a right of indemnity, payment of insurance premiums on a D & O Policy in their favour, reimbursement of costs of independent advise);
• the Company does not consider that there is any other information which would 5. reasonably be required by members in order to decide whether or not it is in the Company's interests to pass this resolution and which is known to the Company or to any of its directors.

The Company will disregard any votes cast on this resolution by the directors, or any associate of the directors, who are prohibited from voting.

ADVISORY NON BINDING RESOLUTION 4 - ADOPTION OF REMUNERATION $\overline{\mathbf{A}}$ . REPORT

Sections 249L and 250R are recent additions to the Corporations Act that requires a resolution be put to the members to adopt a Remuneration Report prepared by the Company and disclosed in the Directors' Report. The vote on this resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors' Report on pages 13 to 15 of the 2005 Annual Report.

Shareholders will also be provided with a reasonable opportunity to ask questions or make statements in relation to the Remuneration Report.

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 Boardroom Altera Capital Limited Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia

commencina

2:30 pm (Perth time) Tuesday, 29 November 2005

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 +61 8 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 2:30 pm (Perth time) on Sunday, 27 November 2005.

Your proxy form is enclosed.

Voting Entitlement

In accordance with section $1074E(2)(g)(i)$ of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the General Meeting all Shares in the Company will be taken to be held by the persons who held them as registered Shareholders at midnight (AEST) on 27 November 2005 (Voting Entitlement Time). Subject to the voting exclusions noted earlier, all holders of Shares in the Company as at the Voting Entitlement Time will be entitled to vote at the Annual General Meeting.

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 Meeting (mark with an "X") OR

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 in The Boardroom, Altera Capital Limited, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 2:30 pm (Perth time) on Tuesday, 29 November 2005 and at any adjournment of such Annual General Meeting.

Chairman's Open Proxies (you must mark this box if you leave any voting directions below unticked)

Mark this box if you have appointed the Chairman of the meeting as your proxy (directly or by default) and you wish him to exercise his voting discretion on your behalf. 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 Chairman intends to vote all open Chairman's proxies in favour of all resolutions.

Voting directions to your proxy - please mark $[X]$ to indicate your directions

RESOLUTIONS		For	Against	Abstain *
1.	Re-Election of William Johnson as Director
2.	Re-Election of Simon Cato as Director
З.	Director's Deed
4.	Adoption of Remuneration Report

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 Address

INSTRUCTIONS FOR COMPLETING PROXY FORM

• $1.$ Your pre-printed name and address is as it appears on the Company's share register. If this information is 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.
• $\overline{2}$ 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.
• $\boldsymbol{4}$ . A proxy need not be a shareholder of the Company.
• $5.$ 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.
• If a representative of a company shareholder is to attend the meeting, a properly executed original (or certified 6. 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.
• $\overline{7}$ . If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or 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.

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.

$\overline{9}$ . Lodament 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 2:30 pm (Perth time) on Sunday, 27 November 2005 (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