COMET RIDGE LIMITED — AGM Information 2011

Oct 9, 2011

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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 10 November 2011

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

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 10 November 2011 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 2011 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 2011 be adopted.”

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

For the purposes of Resolution 1:

Voting Exclusion Statement : The Company will disregard any votes cast on the proposed resolution for adoption of the remuneration report (Resolution 1) by or on behalf of:

• a member of the key management personnel (KMP) of the Company, details of whose remuneration are included

• in the remuneration report for the year ended 30 June 2011 (KMP); and

• a closely related party of a KMP, whether the votes are cast as a shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote cast by a KMP or closely related party of a KMP if:

• it is cast as a proxy;

• the proxy is appointed by writing that specifies

• how the proxy is to vote on the resolution proposed in resolution 1; and

• it is not cast on behalf of a KMP or a closely related

party of a KMP.

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

2. Resolution 2 - Re-election of Mr Jeffrey Schneider as a Director

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

“ That, Mr Jeffrey Schneider 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 Anthony Gilby as a Director

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

“ That, Mr Anthony Gilby, 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 – Grant of Performance Rights to Managing Director

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

" That, for the purposes of the Corporations Act 2001 and ASX Listing Rule 10.14, and for all other purposes, approval is hereby given for the grant of a maximum of 350,000 Performance Rights vesting in 2 tranches of 175,000 each with tranche 1 vesting 1 July 2012 and tranche 2 vesting 1 July 2013 (incorporating the right to acquire shares in the Company) at no cost, to the Managing Director, Tor McCaul, under the Company’s Performance Rights Plan (PRP), which is constituted and administered in accordance with the Rules of the PRP."

For the purposes of Resolution 4:

Voting Exclusion Statement: The Company will disregard any votes cast on the proposed resolution to approve the grant of Performance Rights to the Managing Director (Resolution 4) by a Director of the Company and any associate of a Director (together Excluded Persons). The Company will also disregard any votes cast on Resolution 4 by any director or key management personnel (together KMP) and each closely related party of a KMP as a proxy. However, the Company need not disregard a vote if it is cast by an Excluded Person, a KMP or a closely related party of a KMP as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the

resolution is connected with the remuneration of the KMP.

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

5. Resolution 5 – Prospective Termination Payments

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

" That, for the purposes of sections 200B and 200E of the Corporations Act 2001 (Cth), approval is given for the Company or a related body corporate to give benefits under the Company's Performance Rights Plans to any current or future personnel who hold or during the 3 years prior to retirement held a managerial or executive office in the Company or a related body corporate, and to the Managing Director of the Company under his employment contract, in connection with that person's retirement from an office or cessation of employment in the Company or a related body corporate, on the terms set out in the Explanatory Notes accompanying this Notice of Meeting."

For the Purposes of Resolution 5:

Voting Exclusion Statement : The Company will disregard any votes cast on the proposed resolution to approve possible termination benefits (Resolution 5) by a Director of the Company and any associate of a Director (together Excluded Persons). The Company will also disregard any votes cast on Resolution 5 by any director or key management personnel (together KMP) and each closely related party of a KMP as a proxy. However, the Company need not disregard a vote if it is cast by an Excluded Person, a KMP or a closely related party of a KMP as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected with the remuneration of the KMP.

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

For the Purposes of Resolution 6:

Voting Exclusion Statement : The Company will disregard any votes cast on the proposed resolution to ratify the grant of Contractor Performance Rights (Resolution 6) by any person participating in the grant of the Contractor Performance Rights and any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by a person 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.

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 six (6) Resolutions, the following definitions apply:-

“Annual Report” means the annual report of the Company for the year ended 30 June 2011;

“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;

6. Resolution 6 – Ratification of the Grant of Contractor Performance Rights

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given to the grant by the Company of 640,000 Contractor Performance Rights (incorporating the right to acquire shares in the Company) on the terms and conditions set out in the Explanatory Statement.”

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

“Resolution” means a resolution contained in this Notice.

By order of the Board

STEPHEN RODGERS

Company Secretary Dated: 10 October 2011

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 8 November 2011. 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.

• 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 8 November 2011. 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 8 November 2011.

COMET RIDGE LIMITED A B N 47 106 092 577

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 2011 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:

• the conduct of the audit;

• the preparation and content of the Independent Audit Report;

• if comments are made on the report at the annual general meeting, the Company's remuneration report for the financial year ending 30 June 2012 will be required to include an explanation of the board's proposed action in response or, if no action is proposed, the board's reasons for this; and

• if, at the Company's 2012 annual general meeting, at least 25% of the votes cast on the resolution for adoption of the remuneration report for the relevant financial year are against its adoption, the Company will be required to put to shareholders a resolution proposing that a general meeting (Spill Meeting) be called to consider the election of directors of the Company (Spill Resolution). For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the directors (other than any managing director) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

The remuneration report forms part of the directors' report, made in accordance with a unanimous resolution of the directors. Each of the directors recommends the report to shareholders for adoption.

• 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 2011 Annual Report. The Remuneration Report is contained in the Annual Report and is also available on the Company’s website: www.cometridge.com.au

This Resolution is advisory only and does not bind the Directors or the Company. However, under recent changes to the Corporations Act, if at least 25% of the votes cast on the resolution at the annual general meeting are against adoption of the report, then:

RESOLUTION 2 - RE-ELECTION OF MR JEFFREY SCHNEIDER AS A DIRECTOR

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 Jeffrey Schneider therefore, retires from office in accordance with this requirement and submits himself for re-election.

Mr Schneider was appointed a Director on 28 August 2003. He holds a degree in commerce and has over 30 years’ experience in the oil and gas industry, including 23 years with Woodside Petroleum Limited as well as being the former chairman of Comet Ridge Limited.

Mr Schneider’s roles at Woodside included General Manager Commercial, accountable for business and

strategic planning, mergers and acquisitions, as well as business performance of Woodside’s North West Shelf investment.

In this position he was also responsible for marketing all of the Company’s products including natural gas, LNG, condensate and oil. Other roles within Woodside included Director Australian Gas where he was responsible for the commercialisation of reserves in the Otway Basin, Timor Sea and Browse Basin.

accordance with the requirements of ASX Listing Rule 10.14.

Tor McCaul will receive the Performance Rights at no cost to him. The Performance Rights will vest if Mr McCaul maintains his employment with the Company with the first tranche of 175,000 vesting provided he remains as an employee of the Company up and including 1 July 2012 and the second tranche vesting provided he remains and employed of the Company up to and including 1 July 2012.

Recommendation

The Directors (with Mr Schneider abstaining) recommend that you vote in favour of the Resolution.

RESOLUTION 3 - RE-ELECTION OF MR ANTHONY GILBY

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 Gilby therefore, retires from office in accordance with this requirement and submits himself for reelection.

Mr Gilby was appointed to the Board on the 6 October 2009. He has a broad background in the oil and gas industry ranging from technical through to corporate.

Mr Gilby is also a Director and Co-founder of Walcot Capital, a private venture capital business specialising in energy investment, as well as a director of Tlou Energy Limited a coal bed methane explorer operating in southern Africa.

He was previously co-founder and CEO of Sunshine Gas Ltd which was taken over by QGC/BG for over $1 billion in 2008. Prior to Sunshine, he worked in a variety of technical roles for a number of large operating companies including ESSO/Exxon. He obtained a B.Sc. with First Class Honours in Geology as well as the University Medal in Geology from the University of Adelaide in 1983.

Recommendation

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

RESOLUTION 4 – GRANT OF PERFORMANCE RIGHTS TO MANAGING DIRECTOR

The Company proposes to grant its Managing Director, Tor McCaul, 350,000 Performance Rights under the Company’s Performance Rights Plan ( PRP ). These Performance Rights are directly linked to his continued employment with the Company, vesting in 2 equal tranches with the first relating to the period up to and including 1 July 2012 and the second, the period up to and including 1 July 2013.

Performance Rights issued under the PRP can be subject to performance conditions determined by the Board which must be satisfied before the Performance Rights can be exercised. The Board believes that the a performance condition linked to continuity of service such that the Performance Rights vest after set periods of time, will act as an incentive for the continuity of employment of the Managing Director with the Company, which is highly advantageous in the Oil and Gas industry.

No Performance Rights have previously been granted to the Managing Director, Tor McCaul.

Tor McCaul is the only director to whom it is proposed that Performance Rights be granted under the PRP at this time.

The eligible participants under the PRP are full time employees and permanent part-time employees (including the Directors) of the Company and its subsidiaries. Since the PRP was approved by shareholders at the last AGM a total of 820,000 Performance Rights have been issued to employees. These Performance Rights are also linked to their continued employment with the Company vesting in 2 tranches the first being the 1 July 2012 and the second on 1 July 2013. The Board believes that it is a fundamental corporate objective to attract and retain good staff which it believes is assisted through employees participating in the PRP.

No other person who requires approval to participate in the PRP under Listing Rule 10.14 has been or will be issued with Performance Rights until such approval is obtained.

No loans will be granted to Mr McCaul in relation to his participation in the PRP.

The PRP was summarised in the 2010 notice of Annual General Meeting. A copy of the PRP Rules can be obtained from the Company Secretary upon request. Details of any Performance Rights issued under the PRP (and shares issued upon their vesting) will be published in each annual report of the Company relating to the period in which they have been issued, together with a note that approval of the issue was obtained under Listing Rule 10.14.

The Board is seeking approval of shareholders in

Additional persons:

• who become entitled to participate in the PRP after this resolution is approved;

• who were not named in this notice of meeting; and

• who are directors of the Company, associates of a Director of the Company or persons to whom ASX considers this criteria should apply,

will not participate in the PRP until approval is obtained under Listing Rule 10.14.

Allocation of Performance Rights to Tor McCaul will be made no later than 12 months after the date of this meeting.

Any issue of shares to Tor McCaul under this approval will be made no later than 3 years after the date of this meeting.

This item is not a resolution to grant any Performance Rights to Tor McCaul. It is an authority for the Board of the Company to grant the Performance Rights.

Recommendation

Each of the Directors (other than Tor McCaul who is not entitled to vote) recommends the approval of the grant of Performance Rights to Tor McCaul. None of the Directors (other than Tor McCaul) has an interest in the outcome of this resolution.

RESOLUTION 5 – PROSPECTIVE TERMINATION PAYMENTS

Background

Section 200B of the Corporations Act restricts the benefits which can be given in connection with the retirement from office or cessation of employment of certain officers of the Company or a related body corporate, unless an exemption applies or shareholder approval is obtained.

Significant changes were made to section 200B and related provisions in late 2009. These had the effect (among other things) that:

• (a) a wider group of officers is subject to the provisions – in addition to Directors of the Company, the amended provisions also cover senior executives who are key management personnel of the Company or whose remuneration details are disclosed in the Company's remuneration report, and they also extend to any person who held such a directorship or position in the previous 3 years;

• (b) a substantially reduced cap applies to the termination payments that the Company is permitted to make to the affected officers without shareholder approval – the cap is now (broadly) up to 12 months' average base salary, instead of up to 7 times average annual remuneration;

• (c) various identified types of remuneration including accelerated and automatic vesting of share-based remuneration are now specifically characterised as benefits for the purposes of the provisions; and

• (d) there are exemptions from the operation of the provisions – for example, deferred bonuses, genuine superannuation contributions and benefits from certain defined benefit superannuation schemes are now exempt from the requirement to obtain shareholder approval, although the scope of some of these exemptions is not yet clear.

Details of benefits for which shareholder approval is sought

The Company is seeking advance shareholder approval, for the purposes of sections 200B and 200E of the Corporations Act , to provide benefits which may otherwise be prohibited under s200B, so as to obtain certainty about its ability to maintain its existing remuneration arrangements and satisfy contractual and legal obligations.

The approval is sought in relation to certain benefits which may be delivered through the PRP and a similar plan open to contractors to the Company (together the Benefit Plans) and certain benefits which may be made available to the Managing Director under his employment contract. If shareholder approval is obtained, it will give the maximum flexibility to vest the unvested rights granted under the Benefit Plans and to deal with the termination of the employment of the Managing Director.

The approval is limited to where a Board’s discretion is exercised:

1. To vest entitlements granted to participants under the Benefit Plans. This approval is sought in relation to both current and future personnel who hold or have held during the 3 years prior to cessation of employment a managerial or executive office in the Company or a related body corporate. Non-executive directors are entitled to participate in the Benefit Plans and so this approval may apply to them.

Under the Benefit Plans a participant must generally remain engaged by the Company on the vesting date for the relevant Performance Rights to be eligible for issue of the shares (subject to the relevant performance criteria being met). Unvested Performance Rights will generally lapse where the participant ceases to be engaged by the Company prior to the end of the performance period. However, the Board of the Company may, in its absolute discretion vest part of the participant's unvested Performance Rights at any time and in any case. The Board is not obliged to exercise this discretion.

Discretionary vesting of Performance Rights granted under the Benefit Plans on termination may constitute a 'benefit' for the purposes of the termination benefits provisions under the Corporations Act .

1. In the event that the Managing Director is made redundant or his employment is terminated, to pay to the Managing Director, if appropriate, up to 3 months of his remuneration package in lieu of notice, to make redundancy payments of up to 18 months of his remuneration package and to vest unvested options.

Value of the benefits

The value of the potential termination benefits cannot be ascertained in advance as they are dependent on various matters, events and circumstances which will or would likely affect calculation of the value.

Specifically, the value of Performance Rights vested will depend on the following factors:

• the number of unvested Performance Rights that the participant holds at the time they cease to be engaged by the Company;

• the Company's share price at the time of vesting; and

• the number of Performance Rights that the Board decides to vest.

In the case of the Managing Director, the value of the benefit will be affected by the following factors:

• the Managing Director's remuneration package at the relevant date;

• the Company's share price at the relevant date.

Important voting information for Employee Shareholders

Section 200E(2A) of the Corporations Act provides that a benefit will not be approved if the retiring managerial or executive officer (Retiree) or an associate of the Retiree casts a vote on a resolution to approve the giving of the benefit (except where the vote is a permitted proxy vote as described below).

Accordingly, if you are an employee or contractor shareholder of the Company or its related bodies corporate, or may become an employee or contractor shareholder or director of the Company in the future and are not otherwise prohibited from voting on this resolution, the Company recommends that you:

• not vote on this proposed resolution; and

• ensure that your associates do not vote on this proposed resolution;

except as a permitted proxy vote.

A vote is a permitted proxy vote where it:

• is cast by the Retiree or associate as a proxy

appointed by writing that specifies how the proxy is to vote on the resolution; and

• is not cast on behalf of the Retiree or an associate of the Retiree.

RESOLUTION 6 – RATIFICATION OF THE GRANT OF CONTRACTOR PERFORMANCE RIGHTS

The Board seeks approval for the grant by the Company of 640,000 Contractor Performance Rights under the Company's Contractors Performance Rights Plan ( CPRP ) to certain selected contractors of the Company.

At the 2010 AGM the Company approved the establishment of a Performance Rights Plan ( PRP ) for employees. The PRP was summarised in the 2010 notice of Annual General Meeting. Awards of performance rights can only be made to employees of the Company and their controlled entities. However, the services of a number of key members of the Companies management team are provided through contractors.

Accordingly the Company adopted the CPRP on 23 June 2011 to allow the grant of Contractor Performance Rights to a number of the key contractors to the Company. The Contractor Performance Rights are granted on a similar basis to Performance Rights granted under the PRP. Each Contractors Performance Right entitles the holder to be issued with one ordinary share in the Company provided the relevant performance conditions are satisfied. A copy of the CRP Rules can be obtained from the Company Secretary upon request.

On 6 October 2011, 640,000 Contractor Performance Rights were issued under the CPRP.

As is the case with the PRP, Contractor Performance Rights can be subject to performance conditions determined by the Board which must be satisfied before the Contractor Performance Rights can be exercised. The only performance conditions attaching to the Contractor Performance Rights issued on 6 October 2011 is maintenance of the contracting arrangement for a nominated period. This matches the performance condition attaching to the Performance rights referred to in Resolution 4.

Contractor Performance Rights are "equity securities" for the purposes of Listing Rule 7.1. Listing Rule 7.1 provides that without Shareholder approval, a company must not issue or agree to issue new equity securities constituting more than 15% of its total issued capital within a 12 month period (excluding any issue of equity securities approved by Shareholders and other various permitted exceptions which are not relevant for current purposes).

Because the PRP is an employee incentive scheme for the purposes of the ASX Listing Rules and was

approved at the 2010 AGM, grants of Performance Rights under the PRP fall within an exception to ASX Listing Rule 7.1. This exception is not available to Contractor Performance Rights issued under the CPRP as the CPRP is not an employee incentive scheme. However, grants under the CPRP can be individually excepted under ASX Listing Rule 7.4.

The effect of approving Resolution 6 is that the 640,000 Contractor Performance Rights granted on 6 October 2011 will not be included when calculating the thresholds restricting the issue of equity securities under ASX Listing Rule 7.1.

ASX Listing Rule 7.4 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

the maximum number of Contractor Performance Rights granted and covered by this approval is 640,000;

the Performance Rights were granted at no cost and if they vest, no additional amount will be payable on the issue of shares in the Company to the holder;

the Performance Rights were granted to the following contractors of the Company, none of whom are related parties of the Company:

Cuirass Pty Ltd : 280,000 Contractor Performance Rights

Laguna Capital Pty Ltd : 180,000 Contractor Performance Rights

McGrath Corporate Consulting Pty Ltd : 180,000 Contractor Performance Rights; and

the Company will not be raising funds from the issue of the Performance Rights as they are being issued as part of an incentive program for certain selected key contractors rather than to raise funds.

Recommendation

Each of the Directors recommends the ratification of the grant of the 640,000 Contractor Performance Rights for the purpose of ASX Listing Rule 7.4. None of the Directors has an interest in the outcome of this resolution.

Lodge your vote:

 Online:

www.investorvote.com.au

ABN 47 106 092 577



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

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

• For your vote to be effective it must be received by 11:30am (Brisbane Time) Tuesday 8 November 2011

How to Vote on Items of Business

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

Appointment of Proxy

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.

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.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

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

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

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.

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".

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

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

Proxy Form

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I9999999999
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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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Please mark

to indicate your directions

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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the Chairman of the Meeting

OR

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

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 Francis Rush Centre at 277 Elizabeth Street, Brisbane, QLD, 4000 on Thursday, 10 November 2011 at 11:30am (Brisbane Time) and at any adjournment of that meeting.

Important for Items 1, 4 & 5 (Non Binding Resolution to Adopt Remuneration Report, Grant of Performance Rights to Managing Director and Prospective Termination Payments) - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

Important for Item 1 (Non Binding Resolution to Adopt Remuneration Report) - If you do not mark any of the boxes in step 2 below on Item 1 you are directing the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions as set out below and in the Notice of Meeting even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel. Please note you can direct the Chairman of the Meeting to vote for, against or abstain from voting on Item 1 by marking the appropriate box in step 2 below. Important for Items 4 & 5 (Grant of Performance Rights to Managing Director & Prospective Termination Payments)- You authorise the Chairman of the Meeting to exercise your proxy on Items 4 & 5 (Grant of Performance Rights to Managing Director & Prospective Termination Payments) even though the items are connected directly or indirectly with the remuneration of a member of key management personnel. For Items 4 & 5 (Grant of Performance Rights to Managing Director & Prospective Termination) this authority is also subject to you marking the box in the section below.

Important for Items 4 & 5: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 4 & 5 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 Items 4 & 5 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 4 & 5 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.

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

ORDINARY BUSINESS

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Resolution	1	Non Binding Resolution to Adopt Remuneration Report
Resolution	2	Re-election of Mr Jeffrey Schneider as a Director
Resolution	3	Re-election of Mr Anthony Gilby as a Director
Resolution	4	Grant of Performance Rights to Managing Director
Resolution	5	Prospective Termination Payments
Resolution	6	Ratification of the Grant of Contractor Performance Rights

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business. If you do not wish to give the Chairman of the Meeting such a directed proxy, you should ensure that a box other than the 'For' box is clearly marked in respect of each of the Resolutions.

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

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

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