CONNEXION MOBILITY LTD — AGM Information 2009

Nov 4, 2009

ECSI Limited ABN 68 004 240 313

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF ECSI LIMITED WILL BE HELD AT THE DICKSON ROOM, HOLIDAY INN, 63 HARBOUR STREET, SYDNEY NSW 2000 ON 30 NOVEMBER 2009 AT 11:00 A.M.

ORDINARY BUSINESS

Agenda

(1) Financial Statements

To consider the Annual Financial Report, Directors’ Report and Auditor’s Report of the company for the year ended 30 June 2009.

(2) Resolution 1: Adoption of the Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding resolution:

“To adopt the Remuneration Report for the financial year ended 30 June 2009”

This vote is advisory only and does not bind the Directors of the Company. However the Board will take the outcome into consideration when reviewing the remuneration practices and policies of the Company.

The Chairman of the meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report.

(3) Resolution 2: Election of Director

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

“That James Green, a director retiring in accordance with the Company’s constitution, be re-elected as a director of the Company.”

(4) Resolution 3: Retirement and re-appointment of auditor

To consider and, if thought fit, pass the following as an Ordinary Resolution of the Company:

"That

• (a) having been advised tha t Mr Andrew Roscoe, h aving first obtained the consent of the Australian Securities & Investments Commission to do so, has resigned as Auditor of the Company; and

• (b) William Buck Audit (Vic) Pty Ltd

• (1) having been, Nominated by a Member of the Company, in accordance with s.328B(1) of the Corporations Act 2001; and

• (2) having given its Consent to Act as Auditor, in accordance with s.328A(1) of the Corporations Act, to the Directors;

be appointed as the Auditor of the Company."

ECSI Limited ABN 68 004 240 313

Voting Exclusion statement

The company will disregard any votes cast on this resolution by:

• An person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• An 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

• It is cast by the person 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.

By Order of the Board

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Robert Lees Company Secretary 28 October 2009

Admission to Meeting

Corporate representatives are required to bring appropriate evidence of appointment as a representative in accordance with the constitution of the company. Attorneys are requested to bring the original or a certified copy of the power of attorney pursuant to which they were appointed. Profit of identity will also be required for corporate representatives and attorneys.

Proxies

In accordance with section 249L of the Corporations Act 2001, shareholders are advised that:

• Each shareholder has a right to appoint one or two proxies;

• A proxy need not be a shareholder of the Company;

• Where a shareholder is entitled to cast two or more votes, the member may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;

• If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes; and

• If a shareholder appoints two proxies, neither proxy may vote on a show of hands. In accordance with section 250BA of the Corporations Act 2001, the Company specifies the following information for the purposes of receipt of proxy appointments.

A proxy is not entitled to vote unless the instrument appointing the proxy and the power of attorney or other authority (if any) under which it is signed is deposited at the registered office of the Company, details of which are below.

Registered Office: Level 2, 145 Flinders Lane & Postal Address: Melbourne Vic 3000

A Proxy must be received not less than 48 hours prior to the time of the meeting. If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution.

Date for determining holder of shares

For the purpose of regulation 7.11.37 of the Corporations Act 2001, the Directors have set the close of business (7:00 pm Sydney time) on the day that is immediately prior to the meeting date, as the date to determine who is the holder of the shares in the Company for the purpose of the General Meeting.

ECSI Limited

ABN 68 004 240 313

Explanatory Memorandum for Shareholders

Agenda item 1: Financial Statements

In accordance with section 317 of the Corporations Act 2001, the Annual Financial Report, Directors report and Auditor’s Report of ECSI Limited (‘the Company’) will be laid before the meeting. Once received and considered, the Chairman will give shareholders a reasonable opportunity to ask questions about or comment on the management and audit of the company. The Annual Financial Statements are available on the ASX web site, on www.ecsilimited.com.au or if a hard copy is required please contact the registered office address given in this notice.

There is no requirement for a formal resolution on this item.

Agenda item 2: Resolution 1: Adoption of the Remuneration Report

The vote on this item is advisory only and does not bind the Directors of the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

The Chairman of the meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report. The Remuneration Report is contained on pages 5 and 6 of the Annual Financial Report for the year ended 30 June 2009 of the Company.

Included at the end of the Annual Financial Report are statements of financial performance. The principals effecting financial Issues and the affairs of the company are set out in the 8 principles enumerated under the heading Corporate Governance Statement.

Agenda item 3: Resolution 2: Re election of James (“Jim”) Green as a Director

Rule 82(a) of the Company’s Constitution requires at least one-third of the Directors (excluding the Managing Director) to retire from office at each meeting and if eligible and desirous, offer themselves for re-election.

Jim has been a director of companies associated with his brother, Graeme Green, in the development and marketing of smart card systems for 17 years. He was previously a Non-Executive Director of Coms21 Limited, a technology focussed entity listed on the ASX.

By profession Jim Green is a pharmacist, continues to be involved in the development and operation of a variety of business concerns including public relations and media, function centres and retail distribution. He resides in Melbourne, Australia.

The Directors (with James Green absent and not voting) recommend you vote in favour of this resolution.

Agenda item 4: Resolution 3: Retirement and re-appointment of auditor

The Directors have been advised by our Auditor, Mr Andrew Roscoe that:

• (a) having joined William Buck Audit (Vic) Pty Ltd he has decided to transfer all Audit work currently performed by Mr Andrew Roscoe to William Buck Audit (Vic) Pty Ltd;

• (b) in order for this to occur, Mr Andrew Roscoe wish to resign at the next Annual General Meeting of the Company; and

• (c) the Members be asked to pass a Resolution that William Buck Audit (Vic) Pty Ltd be appointed as the Auditor.

The Directors have considered this request and have noted that the same team will continue to provide the Company’s audit and assurance services, have agreed to put this Resolution to the Members.

ECSI Limited

ABN 68 004 240 313

� Mark this box with an ‘X’ if you have made any changes to your address details (see reverse) reverse)

Proxy Form

All correspondence to :

ECSI Limited Level 2, 145 Flinders Lane Melbourne Vic 3000

Facsimile: 03 5276 1550

Appointment of Proxy

I/We (name of shareholder)

---

Of (address)

---

Being a member/s of ECSI Limited and entitled to attend and vote hereby appoint

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the Chairman of the OR Meeting (mark with an ‘X’)

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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 ECSI Limited to be held at THE DICKSON ROOM, HOLIDAY INN, 63 HARBOUR STREET, SYDNEY NSW 2000 at 11:00 am (Sydney time) on 30 November 2009 and at any adjournment of that meeting.

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Important:

If the Chairman of the meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on the resolution below, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy unless he has an interest in the outcome of that item. 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 vote on the resolution below and your vote will not be counted in computing the required majority if a poll is called on that item. The Chairman intends to vote undirected proxies in favour of the resolution below unless he has an interest in the outcome of that item.

Voting Directions to your proxy – please mark ⌧ to indicate your directions

Voting Directions to your proxy – please mark⌧**to indicate your directi **	ons
Resolution 1: That the Directors Remuneration Report for the year ended 30 June 2009 be adopted. Resolution 2: That Mr James Green be re-elected as a director of the company. Resolution 3: That the retirement and reappointment of auditor be approved	For	Against	Abstain*

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business unless he has an interest in the outcome of that item. *If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in computing the required majority on a poll.

Appointing a second proxy

We wish to appoint a second proxy

• Mark with an ‘X’ if you wish to AND % OR appoint a second proxy

State the percentage of your voting rights or the number of securities for this Proxy Form

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

Individual or Securityholder1 Securityholder2 Securityholder3	Individual or Securityholder1 Securityholder2 Securityholder3	Individual or Securityholder1 Securityholder2 Securityholder3
Individual/Sole Director and Sole Company Secretary Director Director/Company Secretary ___ ___ _/__/___ Contact Name Contact Daytime Telephone Date

HOW TO COMPLETE THE PROXY FORM

1 Your Address

This form has been sent to your address as it appears on the company’s share register. If this address is incorrect, please mark the box and write the correct address on the form. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite the item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on an item by inserting the percentage or number of securities you wish to vote in the appropriate box. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s registered office or you may copy this form.

To appoint a second proxy you must:

• a) indicate that you wish to appoint a second proxy by marking the box;

• b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded;

• c) return both forms together in the same envelope.

5 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 security holders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 48 hours before the commencement of the meeting at 11:00 am on 30 November 2009. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

by posting, delivery or facsimile to:

ECSI Limited Level 2, 145 Flinders Lane Melbourne Vic 3000

Facsimile: 03 5276 1550