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COMET RIDGE LIMITED AGM Information 2010

Oct 10, 2010

64686_rns_2010-10-10_6f277bcb-9614-432f-920b-20ec26d08668.pdf

AGM Information

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COMET RIDGE LIMITED

A.B.N 47 106 092 577

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

Thursday 11 November 2010

Time of Meeting

11.30am (Brisbane Time)

Place of Meeting

Francis Rush Centre 277 Elizabeth Street Brisbane Qld 4000

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

COMET RIDGE LIMITED

A.B.N 47 106 092 577

NOTICE OF ANNUAL GENERAL MEETING

That, Mr Christopher Pieters, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected as a Director .”

4. Resolution 4 – Employee Performance Share Rights Plan

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

Notice is hereby given that the Annual General Meeting of Shareholders of Comet Ridge Limited A.B.N 47 106 092 577 (“the Company”) will be held at the Francis Rush Centre, 277 Elizabeth Street, Brisbane Qld 4000 on Thursday 11 November 2010 at 11.30am (Brisbane time) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

ITEMS OF BUSINESS

Financial Statements and Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2010 together with the Directors’ Report and the Auditor’s Report as set out in the Annual Report.

1. Resolution 1 - Non Binding Resolution to Adopt Remuneration Report

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

“That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2010 be adopted.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

2. Resolution 2 - Re-election of Ms Gillian Swaby as a Director

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

That, Ms Gillian Swaby, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected as a Director .”

3. Resolution 3 - Re-election of Mr Christopher Pieters as a Director

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

That for the purposes of Listing Rule 7.2, Exception 9, an exception to Listing Rule 7.1, and for all other purposes the Shareholders approve:

  • (a) the Performance Share Rights Plan for employees, (including Directors) of the Company known as the “Comet Ridge Limited Employee Performance Share Rights Plan”; and

  • (b) the grant of Performance Rights and the issue of ordinary shares under such Plan, during the three (3) year period commencing the 12 November 2010 and ending 11 November 2013 (which Plan is summarised in the attached Explanatory Memorandum accompanying the Notice of 2010 annual general meeting of the Company).”

For the purposes of Resolution 4: The Company will in accordance with Listing Rule 7.2 Exception 9 of the Listing Rules of the ASX disregard any votes cast on Resolution 4 by anybody, including insiders of the Company, who may participate in the Comet Ridge Limited Employee Performance Share Rights Plan or any associate of anybody, including insiders of the Company, who may participate in such plan. However, the Company need not disregard a vote if:(a) 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 (b) It is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

For the purposes of the four (4) Resolutions, the following definitions apply:-

“Annual Report” means the annual report of the Company for the year ended 30 June 2010;

“ASX” means the ASX Limited A B N 98 008 624 691 and, where the context permits, the Australian

Securities Exchange operated by ASX Limited;

“Board” means the Board of Directors of Comet Ridge Limited;

“Company” or “Comet Ridge” means Comet Ridge Limited A.B.N 47 106 092 577;

“Constitution” means the Company’s Constitution, as amended from time to time;

“Corporations Act” means Corporations Act 2001 (Cth);

“Directors” means the Directors of the Company;

“Explanatory Memorandum” means the explanatory memorandum accompanying this Notice;

“Listing Rules” means the Listing Rules of the ASX;

“Notice” means this Notice of Annual General Meeting; and

“Resolution” means a resolution contained in this Notice.

By order of the Board

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STEPHEN RODGERS Company Secretary

Dated: 11 October 2010

How to vote

Shareholders can vote by either:-

  • attending the meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

  • appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting or by submitting their proxy appointment and voting instructions by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company’s Share Register and attendance recorded. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed unless previously given to the Company’s Share Registry.

Voting by Proxy

  • A Shareholder entitled to attend and vote is permitted to appoint not more than two (2) proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

  • The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

  • If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

  • Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice.

  • To be effective, proxies must be lodged by 11.30am (Brisbane time) on Tuesday 9 November 2010. Proxies lodged after this time will be invalid.

  • Proxies may be lodged using any of the following methods:-

  • by returning a completed proxy form in person or by post using the pre-addressed envelope provided with this Notice to:-

The Share Registry Comet Ridge Limited c/- Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001

or

  1. by faxing a completed proxy form to:-

Comet Ridge Limited, on 1800 783 447 (within Australia); or + 61 3 9473 2555 (outside Australia)

or

  • A proxy need not be a Shareholder.

3. by visiting:-

  • The proxy can be either an individual or a body corporate.

  • If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.

  • Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

www.investorvote.com.au and logging in using the control number found on the front of your accompanying proxy form.

Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting www.intermediaryonline.com

The proxy form must be signed by the Shareholder or the Shareholder’s attorney.

Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer’s attorney, a certified copy of the Power of Attorney, or the Power itself, must be received by the Company at the above address, or by facsimile and by 11.30am (Brisbane time) on Tuesday 9 November 2010. If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7.00pm (Sydney Time) on 9 November 2010.

A B N 47 106 092 577

COMET RIDGE LIMITED

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Comet Ridge Limited ( “Comet Ridge” or the “Company” ).

FINANCIAL STATEMENTS AND REPORTS

The first item of the Notice of Annual General Meeting deals with the presentation of the consolidated annual financial statements of the Company for the financial year ended 30 June 2010 together with the Directors’ Declaration and Report in relation to that financial year and the Auditor’s Report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

General Meeting one-third of the Directors, or, if their number is not a multiple of three, then such number as is appropriate shall retire from office to ensure that no Director holds office for more than three (3) years. Ms Swaby therefore, retires from office in accordance with this requirement and submits herself for reelection.

Ms Swaby was appointed a Director on 9 January 2004. She has over 29 years experience in the Australian resources industry. She specializes in the areas of corporate secretarial practice, corporate law, accounting, and financial management.

Ms Swaby has a Bachelor of Business in Accounting and is a Fellow of the Charted Institute of Secretaries.

Ms Swaby is the principal of a corporate consulting company and a past Chair of the Western Australia Council of Charted Secretaries of Australia and a former Director on their National Board.

The Directors (with Ms Gillian Swaby abstaining) recommend that you vote in favour of the Resolution.

  • the conduct of the audit;

  • the preparation and content of the Independent Audit Report;

  • the accounting policies adopted by the Company in relation to the preparation of accounts; and

  • the independence of the Auditor in relation to the conduct of the audit.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

In accordance with Section 250R(2) of the Corporations Act the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s 2010 Annual Report. The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is contained in the Annual Report and is also available on the Company’s website: www.cometridge.com.au

RESOLUTION 2 - RE-ELECTION OF MS GILLIAN SWABY AS A DIRECTOR

RESOLUTION 3 - RE-ELECTION OF MR CHRISTOPHER PIETERS

The Company’s Constitution provides that at every General Meeting one-third of the Directors, or, if their number is not a multiple of three, then such number as is appropriate shall retire from office to ensure that no Director holds office for more than three (3) years. Mr Pieters therefore, retires from office in accordance with this requirement and submits himself for reelection.

Mr Pieters was appointed to the Board on 16 April 2009, subsequent to the merger with Chartwell Energy Limited. In accordance with Clause 13.5 of the Constitution, Mr Pieters must stand for election at the first General Meeting following his appointment.

Mr Pieters is the Managing Director and Co-founder of Walcot Capital, a private venture capital business specialising in energy investment. Prior to that he was the Chief Commercial Officer of Sunshine Gas Limited, where he was a key member of the team that built the

The Company’s Constitution provides that at every

Company before its takeover by Queensland Gas Company Limited in 2008.

Mr Pieters also held other technical and business development roles whilst at Sunshine Gas Limited.

Further information about the Employee Plan is set out below. A copy of the full terms and conditions of the Employee Plan can be obtained by contacting the Company.

Reasons for the new Plan

Mr Pieters holds both Bachelor of Science (Geology) and Bachelor of Business degrees from the University of Queensland, and an honours degree in Petroleum Geology and Geophysics from the Australian School of Petroleum in Adelaide.

The Directors (with Mr Christopher Pieters abstaining) recommend that you vote in favour of the resolution.

RESOLUTION 4 - EMPLOYEE PERFORMANCE SHARE RIGHTS PLAN

The Board has subject to approval of the Shareholders as required by the Listing Rules, adopted a Performance Share Rights Plan for employees (including Directors) of the Company and is to be known as the “ Comet Ridge Limited Employee Performance Share Rights Plan ” (referred to herein as either the “Employee Plan” or “the Plan”). The Employee Plan will replace the previous Employee Share Option Plan previously adopted by the Board in August 2004.

A review of the existing Employee Share Option Plan identified a number of limitations in respect to the same including the failure of that plan to provide certainty as to any benefits being derived by the employee, irrespective of their individual contribution to the Company and / or achievement of the performance hurdles put in place as a condition to the options vesting. Further, recent changes to the taxation law in Australia have diminished the effectiveness of these types of plans as a tool to increase staff motivation and provide reward to employees.

The Employee Plan is designed to increase the motivation of staff and create a stronger link between increasing Shareholder value and employee reward.

Additionally the Company wishes to exempt issues of securities under the Employee Plan from contributing towards the rolling annual limit of 15% of issued ordinary shares prescribed by Listing Rule 7.1. This limit otherwise applies to all new issues of equity securities made without Shareholder approval.

Shareholder approval of the Employee Plan is therefore sought under Listing Rule 7.2, Exception 9, whereby Shareholders may approve in advance the issue of securities made under the Employee Plan as exception to the limit under Listing Rule 7.1.

In order to ensure that the Company maintains its objective to attract and retain its key staff, the Company must establish schemes or programmes that enable it to reward employees for their performance and loyalty to the Company.

The Board believes that this is a fundamental corporate objective. Moreover, grants made to eligible employees under the Plan will provide a powerful tool to underpin the Company’s employment strategy. As well, the implementation of the Employee Plan will:

  • enable the Company to recruit and retain the talented people needed to achieve the Company’s business objectives;

  • link the reward of key staff with the achievements of strategic goals and the long term performance of the Company;

  • align the financial interest of employees with those of Shareholders; and

  • provide incentives to employees to strive to achieve performance markers that in turn creates Shareholder value.

Outline of the Employee Plan

Below is a brief overview of the Employee Plan and how the same will operate.

Background

Equity Incentive plans are considered to be effective and are widely used in the international corporate community. They provide long term incentives to staff by giving them the opportunity to obtain equity in the Company or more simply, a financial stake in the success of the Company. The Board believes that the opportunity to participate in the creation of equity in the Company is a valuable personal asset for both the staff and the Company.

The Plan provides for the issue of Performance Rights (“Performance Rights”) which, upon determination by the Board, that the performance conditions attached to the Performance Rights have been met are convertible into ordinary shares in the Company.

The Board intends to implement the Employee Plan by way of initial participation under the rules of the proposed Plan.

Participation

No securities have been issued to date under the Employee Plan and the Plan has not been previously approved by Shareholders.

The eligible participants under the Employee Plan are full time employees and permanent part-time

employees (including Directors) of the Company and its subsidiaries.

As part of the Company’s strategy, the Board wishes to be in a position to issue Performance Rights under the Employee Plan to employees (including Directors), to achieve the objectives outlined above.

In accordance with the requirements of the Listing Rules, prior Shareholder approval will be required before any of the Directors or a related party of the Company can participate in the Employee Plan.

Performance Criteria

Well aware of general concerns that Shareholders may have, the Board has sought to ensure that the equity based reward for employees is intrinsically linked with the success of performance conditions. Performance Rights granted under the Plan will be subject to performance conditions as determined by the Board from time to time and for each particular participant.

The particulars of such performance conditions cannot at the outset be definitively set, but rather will be determined on a case by case basis. These criteria are likely to be matters such as length of employment, successful operational results and/or direct increase in Shareholder value linked to the share price of the Company or reserve targets.

Terms of the Plan

Entitlement Limits

The Plan has a fixed maximum number of Shares that may be issued. The maximum number of Shares that are issuable under the Plan when aggregated with:

  • (i) the number of Shares which would be issued if each outstanding offer made by the Company with respect to the Shares under an employee incentive scheme were accepted or exercised (as the case may be) and;

  • (ii) the number of Shares issued during the previous five years pursuant to this Plan or any other employee incentive scheme,

will not exceed 5% of the total number of issued Shares as at the time of the Offer. In performing this calculation, no regard will be made to any offer made, or option acquired or Share issued as a result of:

  • (i) an offer to a person situated at the time of receipt of the offer outside Australia;

  • (ii) an offer that did not need disclosure under Part 6D.2 or Part 7.9 of the Corporations Act; or

  • (iii) an offer made using a Corporations Act compliance disclosure document or PDS.

Consideration

No amount is payable in connection with the grant of a Performance Right. The vesting of a Performance Right is conditional on the satisfaction of the

performance conditions attaching to the Performance Right. Notwithstanding, and subject of Listing Rules, the Board may, at its discretion reduce or waive the performance conditions in whole or in part.

Number of Performance Rights

The Plan does not set a maximum number of ordinary shares that maybe made available to any one participant, the Board may determine the persons who are eligible to participate in the Plan and simply qualifying as an eligible participant does not qualify an employee for terms of Performance Rights. The Board may stipulate the terms and conditions on which offers of Performance Rights are made, including but not limited to the maximum number of Performance Rights for which an eligible participant may apply, performance conditions, expiry date, the amount payable (if any) for the grant of a Performance Right circumstances in which the Performance Rights will lapse and any other terms and conditions applicable which the Board determines. Performance Rights held by a participant are personal to the participant and may not be exercised by any other person. A participant may not dispose of or grant security over, or enter into any arrangement for the purpose of hedging or otherwise effecting their economic exposure to their Performance Rights.

An offer under the Plan is personal to the eligible participant subject to the rules of the Plan, each Performance Right confers on its holder the entitlement to elect to the provider with Shares (by way of either, in the Company’s absolute discretion, issue or transfer).

Term

The Performance Rights have a term of seven (7) years, or such have a term of up to a maximum of seven (7) years, or such other term as the Board may determine in its absolute discretion and specify.

Lapse of Performance Rights

A Performance Right will lapse on the earlier of:-

  1. expiry date;

  2. the date that is 30 days after the participant ceases to be an employee of the Company making a determination that the performance has elapsed; or

  3. the participant or the participants’ estate becomes bankrupt or commits an act of bankruptcy.

In special circumstances a Performance Right can vest where a participant ceases to be an eligible participant. Early vesting of the Performance Right will occur in the event that:-

  1. the participant dies;

  2. there is a change of control of the Company;

  3. the Company passes a resolution for winding up;

  4. an order is made for the compulsory winding up of the Company;

  5. a person becomes bound and are entitled to acquire the shares in the Company under a scheme of arrangement being approved;

  6. a Chapter 6A of the Corporations Act event; or

  7. the Performance Right has otherwise vested under the Plan.

Disqualifying Conduct

Where, in the opinion of the Board, a participant acts fraudulently or dishonestly or in breach of the participant’s obligations to the Company then the Board may in its absolute discretion deem any unvested Performance Rights of the participant to have lapsed.

Commonwealth legislation, termination and suspension of the Plan. The Board may suspend or terminate the plan at any time, provided that such termination or suspension does not adversely affect the then existing rights of the participants. In accordance with the requirements of Listing Rules 7.2 Exception 9(b) the following information is provided:-

  • a. the terms of the Employee Plan has been summarised within this Explanatory Memorandum;

  • b. this is the first approval sought under Listing Rule 7.2 Exception 9(b) with respect to the Comet Ridge Employee Performance Share Rights Plan; and

  • c. a voting Exclusions Statement has been included for the purposes of Resolution 4.

Re-organisation of Share Capital

Other than as provided for by the Plan, participants will not be entitled to participate in any new issue of shares.

In the event that the Company makes a bonus issue of shares, then the number of underlying shares over which the Performance Rights are exercisable, will be increased by the number of shares which the participant would have received if the Performance Rights had vested immediately prior to such record date.

If there is a re-organisation of capital of the Company then the rights of the participant will be changed to the extent necessary to comply with the Listing Rules applying to a re-organisation of capital at the time of the re-organisation.

Quotation of Shares

The Company will not seek official quotation of any Performance Rights. The Company will apply to the ASX for quotation of shares issued on exercise of Performance Rights if other shares of the Company are officially quoted by ASX at that time.

Administration and Amendment of the Plan

The Plan will be administered by the Board which will have power to determine appropriate procedures and make regulations for the administration of the Plan which are consistent with it subject to the Listing Rules, the Board may, in its absolute discretion, at any time amend any of the rules, or waive or modify the application of any of the rules in relation to any participant provided no amendment to the Plan materially reduces the right of any participant in respect of any Performance Right granted to that participant, other than an amendment introduced to either correct any manifest error or mistake, and the purposes of complying with present or future State or

S000001Q01

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 COI MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 552 270 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Cast your proxy vote Access the annual report Review and update your securityholding

Your secure access information is: Control Number: 999999 SRN/HIN: I 9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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For your vote to be effective it must be received by 11.30am (Brisbane time) Tuesday 9 November 2010

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

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916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Comet Ridge Limited hereby appoint

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate 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 Comet Ridge Limited to be held at the Francis Rush Centre, 277 Elizabeth Street, Brisbane Qld 4000 on Thursday, 11 November 2010 at 11.30am (Brisbane time) and at any adjournment of that meeting.

Important for Item 4: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 4 below, please mark the box in this section. 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 votes on Item 4 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

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1. Adopt Remuneration Report
2. Re-election of Ms Gillian Swaby as a Director
3. Re-election of Mr Christopher Pieters as a Director
4. Employee Performance Share Rights Plan

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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C O I

1 2 0 6 9 6 A