CORE ENERGY MINERALS LTD — Proxy Solicitation & Information Statement 2009

Dec 23, 2009

Teys Limited ACN 009 118 861

Notice of Extraordinary General Meeting and Explanatory Memorandum

Date of Meeting: 29 January 2010

Time of Meeting: 11.00am (Sydney time) Place of Meeting: Suite 71, Lower Deck, Jones Bay Wharf, 26-32 Pirrama Road, Pyrmont , New South Wales NSW 2009

Notice of Meeting (final - revision 2) DOC

Notice of Extraordinary General Meeting

Notice is given that an Extraordinary General Meeting of shareholders of Teys Limited ACN 009 118 861 ( Company ) will be held at Suite 71, Lower Deck, 26-32 Pirrama Road, Pyrmont New South Wales 2009 on Friday 29 January 2010 at 11.00am (Sydney time).

Agenda

Ordinary business

1. Resolution 1 – Approval of Sale of Shares in Teys Strata Proprietary Limited

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

That, for the purposes of ASX Listing Rule 11.1 and otherwise for the purposes of the Corporations Act 2001(Cth) and all other purposes, the Company give its approval to the Share Sale Agreement entered into by its subsidiary, TPL Holdings Pty Ltd ACN 010 892 243 ( TPL ), with Whittles Australia Pty Ltd ACN 139 486 678 dated 24 September 2009 for the sale by TPL of it's two (2) ordinary shares in Teys Strata Proprietary Limited.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

• Michael Teys; and

• any associate of Michael Teys.

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 the direction on the proxy form to vote as the proxy decides.

Notice of Meeting (final - revision 2) DOC

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Notice of Extraordinary General Meeting

2. Resolution 2 – Termination Payment to Michael Teys

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

That, for the purposes of ASX Listing Rule 10.19 and subject to the approval of Resolution 1 and the execution of a deed of release and indemnity between Mr. Michael Teys and the Company, the Company pay to Mr Michael Teys a termination payment of $120,000.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

• Michael Teys; and

• any associate of Michael Teys.

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 the direction on the proxy form to vote as the proxy decides.

General business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By order of the board

Mr Duncan Lee Company Secretary 24 December 2009

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Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to shareholders of Teys Limited ACN 009 118 861 ( Company ) to explain the resolutions to be put to Shareholders at the Extraordinary General Meeting to be held at Suite 71, Lower Deck, 26-32 Pirrama Road, Pyrmont New South Wales 2009 on Friday 29 January 2010 at 11.00am (Sydney time).

The Directors recommend shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Terms used in this Explanatory Memorandum are defined in Section 4.

Ordinary Resolutions

2. Resolution 1 – Approval of Sale of Shares in Teys Strata Proprietary Limited

On 24 September 2009, the Company announced that its wholly-owned subsidiary, TPL Holdings Pty Ltd ACN 010 892 243 ( TPL ) had entered into a Share Sale Agreement ( Contract ) with Whittles Australia Pty Ltd ACN 139 486 678 ( Purchaser ) for the sale by TPL of it's shareholding in Teys Strata Proprietary Limited ACN 107 884 453 ( Teys Strata ). By this resolution, the Company is requesting the approval of shareholders to the Contract.

Teys Strata is the holding company for further wholly-owned subsidiary companies that operate strata management businesses at Docklands and Bayswater (Melbourne, Victoria), Albury (New South Wales), and Noosa, Cleveland and Gold Coast (Queensland) (together the Businesses ). The sale of TPL's interest in Teys Strata means the sale of those Businesses by the Company.

The sale of the Businesses follows the previous announcements of the sale by the Company of the Western Australian strata management business (announced 11 August 2009) and the Sunshine Coast strata management business (announced 18 August 2009).

Together with the sale of Teys Legal Pty Ltd, the sale of these Businesses is part of the restructure of the business and focus of the Company as identified in the 2009 Annual Report issued by the Company on 2 October 2009 and announcements by the Company that preceded the annual report.

The Company continues to own and operate the remaining strata management business in Brisbane operated through Teys (Brisbane) Proprietary Limited ( Teys Brisbane ). Under the present company structure, the interest in Teys Brisbane is held by Teys Strata, but this will be separated from Teys Strata and placed under the ownership of the Company before completion of the sale of the shares in Teys Strata.

The Company also continues to own the wholly owned subsidiary Teys Property Funds Ltd ( Teys PFL ). It is the Company's intention to continue the operation of Teys Brisbane and Teys PFL as part of the continuing focus of the Company.

More details in relation to the effect on the Company by the completion of the Contract are set out below.

Terms of Contract

In summary, the terms of the Contract are as follows:

• (a) the purchase price is $7,200,000 (excluding GST);

• (b) deposits totally $720,000 have been paid by the Purchaser;

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Notice of Extraordinary General Meeting

• (c) the completion date is yet to be fixed but is expected to be scheduled, subject to agreement with the Purchaser, for a date shortly after the date that this meeting is held and the appropriate resolution is passed;

• (d) Teys (Brisbane) Proprietary Limited and the business conducted by that company are excluded from the sale; and

• (e) the ownership and intellectual property associated with the name "TEYS" is excluded from the sale, although the Purchaser will have the use of the business names currently used by the Businesses for a maximum term of three (3) years following completion. This will be by way of the assignment of the business names to the Purchaser in conjunction with a licence of the trade mark from the Company. At the end of the three year period, the business names will be re-transferred back to the Company and the licence allowing the Purchaser to use the "TEYS" trade mark will cease.

Completion of the Contract is only subject to shareholder approval and compliance with the requirements of the ASX in relation to Listing Rules 11.1 and 11.2. As announced on 30 October 2009, the Purchaser's conditions precedents for finance and due diligence have been satisfied.

The Purchaser is one of the largest strata management operators in Australia with approximately 27,000 lots under management. Having been founded in South Australia in 1968, it has expanded into Queensland and the Northern Territory over the last 10 years.

Effect upon activities of the Company

As at 30 June 2009 (as contained in the 2009 Annual Report), the position of the Company was as follows:

• annual revenue of $9,554,020 with expenses (before interest, taxes, depreciation, amortisation and impairment) of $8,031,457, leading to an after tax loss of $7,496,581;

• total assets of $10,400,297 with total liabilities of $11,721,622 giving net liabilities of $1,321,325;

• tangible assets accounted for $3,033,139 of the total assets;

• total borrowings of $8,582,284, primarily comprised of facilities with Macquarie Bank totalling $7,268,454, $926,886 of which has been repayable at call but has now been synchronised to be repayable on the date of holding this meeting; and

• the Businesses account for 64% of the revenue and 29% of the tangible assets of the Company.

The directors of the Company have embarked upon the sale of nearly all of the strata management business to enable the Company to reduce debt. From the completion of the Contract $7,200,000 of the sale proceeds will be applied as follows:

Macquarie Debt	5,955,000
Sale Fees and Commissions	405,000
Staff Entitlement Adjustments	340,000*
Settlement Adjustments	300,000
Deferred Payment	200,000
TOTAL	7,200,000

• Does not include any payments to Mr Michael Teys

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Notice of Extraordinary General Meeting

Having discharged the majority of the debt with Macquarie Bank (approximately $585,000 secured debt will remain after receipt of the deferred payment), the Company will then focus upon opportunities for growth and expansion of the activities of Teys Brisbane and Teys PFL.

As part of the strategy to divest assets to reduce debt, the Company has also sold during the last 6 months the legal services business conducted by Teys Legal Pty Ltd and the residential development site at Mount Druitt, New South Wales that was owned by Teys PFL. The legal business played only a minor role in the activities of the Company and was sold for $55,000. The site at Mount Druitt was unable to be developed due to the lack of available capital or finance in the current economic climate and the property was sold to enable the repayment of the loan taken to acquire that property.

As outlined in the Chairman's Address:

• Teys Brisbane is a significant and successful strata management business producing net income of approximately $200,000 per annum and with a book value of approximately $1,000,000 (based upon the 5 times EBITDA formula applied to the sale of the Businesses); and

• Whilst development of the Teys PFL has been difficult to achieve in the economic climate which has existed since shortly after re-quotation in July 2008, the directors of the Company consider that there is considerable opportunity to utilise the Company's expertise in syndication for Teys PFL to provide private equity to developers of residential and commercial properties, particularly in Sydney and Melbourne, as the Australian economy emerges from the global financial crisis. Although Teys PFL was a poor contributor to profits since requotation and contributed only $1.1 million of revenue in the 2009 financial year, the property funds management business had contributed $4.1 million of revenue in the 2008 financial year, representing approximately half of the revenue at that time, and the board believes that the opportunity exists for Teys PFL to develop the business so as to increase revenue from current levels. A pro-forma balance sheet is attached as Annexure A which compares the balance sheet of the Company post-completion of the Contract against the balance sheet as at 30 June 2009.

Accordingly, upon completion of the Contract, the Company will be in a position whereby:

• it has assets of $1,877,000 and liabilities of $1,754,000 resulting in a net asset position of $123,000;

• it has tangible assets of $378,000; and

• it will have projected gross revenue for the continuing business operations for the year ended 30 June 2010 of approximately $800,000 constituted by $200,000 from Teys Brisbane and $600,000 from Teys PFL.

Because of the nature of the businesses conducted by both Teys Brisbane and Teys PFL, with revenue derived from contractual arrangements entered into by those entities, the Company does not require a substantial level of tangible assets to conduct those businesses. Whilst the Company has taken steps to reduce general overheads, the directors are of the opinion that the level of tangible assets that will be held by the Company are sufficient to enable the continued operation and short term growth of those businesses.

The directors believe that the sale of the Businesses will put the Company in a better position to focus on its existing operations with a view to providing shareholder value. The Company is considering a number of areas in which to expand its operations which currently include the following opportunities and prospects:

• Teys PFL is seeking new revenue streams by looking at opportunities to take over existing and distressed managed funds. Due diligence is being conducted in this regard and the Company has applied to ASIC for a variation of its Australian Financial Services Licence. As a consequence of the prospect of this work, Teys PFL has restructured its board and appointed a new responsible manager, Mr Brett Johnson. Brett is currently the managing director of

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Notice of Extraordinary General Meeting

Quartile Property Network, a specialist property investment organisation with over 40 years of experience in advising private investor clients and actively managing residential property for investors throughout Australia;

• Teys PFL has begun to explore opportunities in alternate industries to the residential and strata title development industry;

• Teys PFL is also preparing for expansion into commercial property and is negotiating a position with a developer to crystallise this expansion. Teys PFL is of the view that opportunities in this market have arisen as a consequence of the tightening of capital for commercial property development; and

• Teys PFL is currently reviewing several residential development opportunities in the middle to outer ring of Sydney for syndication in conjunction with the Quartile Property Network.

Further equity raisings may be required to provide additional funds to enable the Company to expand into or take advantage of new business opportunities (including the opportunities summarised above) in the future.

Potential consequences if resolution not approved

The Purchasers have communicated to the Company that if the Contract is not approved at this meeting then they will seek to terminate the Contract.

Furthermore, the extended date for repayment of the short term facility of $926,886 with Macquarie Bank (as at the date of this notice) coincides with the date of the holding of this meeting. Accordingly, if the Contract is not approved and the Purchaser terminates the Contract, then:

• (a) the short term facility with Macquarie Bank will expire immediately and the Company will be in breach of its arrangements with Macquarie Bank. Macquarie Bank will then have certain rights available to them in regard to the enforcement of their security over the Company;

• (b) the directors believe that it is highly likely that Macquarie Bank will enforce its security by the appointment of a receiver to the Company; and

• (c) the directors also believe that, in the absent of other capital being available immediately and new funding arrangements with Macquarie Bank, they will be advised to place the Company in to voluntary administration.

The appointment of a receiver will, in all likelihood, lead to a sale of the Businesses which may result in the obtaining a lower sale price than that currently offered by the Purchaser.

Reduction of personal guarantee of Michael Teys

Completion of the Contract requires security, in the form of company charges and associated instruments, granted by TPL in relation to financial arrangements for the Businesses to be released at completion. Accordingly, the proceeds of sale from completion of the Contract will be applied towards securing the release of the Businesses from those securities.

The securities include a personal guarantee provided by Michael Teys. Accordingly, by reducing the liability secured by the securities granted by TPL, the liability and exposure secured by the personal guarantee by Michael Teys will also be reduced by that amount.

The reduction of the liability covered by the personal guarantee from Michael Teys is as a natural result of the payment of the financier of the proceeds of sale upon completion of the sale of the Businesses and does not arise as a result of any other agreement or arrangement with Michael Teys.

The liability and personal exposure or Michael Teys under this arrangement will be decreased. As a consequence Michael Teys is a recipient of a benefit through the approval of this resolution and is excluded from voting on this resolution.

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Notice of Extraordinary General Meeting

Regulations - Listing Rule 11.1 and 11.2

Listing Rule 11.1 provides that a company that proposes to make a significant change to the nature or scale of its activities, it must provide details to the ASX, including the effect of the change on future potential earnings. Under Listing Rule 11.1.2, the ASX may require the company to obtain approval of its shareholders. As the Company is proposing to make a change to scale of its activities as a result of the sale of the Businesses, the Company is seeking shareholder approval in accordance with Listing Rule 11.1.2.

Listing Rule 11.2 provides that a company that proposes to dispose of its main undertaking must get the approval of shareholders and comply with any directions from ASX in relation to the notice of meeting. The Company has been conducting both its strata management activities and property funds management activities since re-quotation in July 2008. Both activities had been previously carried on by Teys Proprietary Limited before the acquisition of that Company in conjunction with re-quotation. Whilst the proposed transaction will result in a large proportion of the strata management assets being sold by the Company, the Company intends to retain its focus on both strata management and property funds management, with the sale of the subject businesses allowing for the reduction of debt necessary to rebuild the Company's activities in both areas. As the strata management business has not at any stage been the sole main undertaking of the activities of the Company (i.e. it has formed part of the main undertaking in conjunction with the property funds management business), shareholder approval under Listing Rule 11.2 is not required due to the sale of a substantial part of that business.

Directors recommendation

This Explanatory Memorandum, along with announcements made by the Company to the ASX, are intended to provide sufficient detail for shareholders to make an informed decision in relation to the change in the scale of its activities. Shareholders are urged to read and consider this Explanatory Memorandum prior to making a decision as to how to vote on Resolution 1.

Michael Teys has an interest in the outcome of Resolution 1 and has abstained from providing any recommendation to shareholders on how to vote.

The remaining directors of the Company believe that the sale of the Businesses is in the best interests of the Company and encourage shareholders to approve Resolution 1. This is because without the repayment of debt from the sale of the Businesses, the Company will be required to undertake a significant and highly dilutionary equity raising to achieve a substantial reduction of its debt with Macquarie Bank. In the current environment, it is unlikely that an equity raising for the Company’s business as presently constituted would receive the required support for it to be successful. In addition, the Company would require substantial concessions on the outstanding debt from Macquarie Bank in order for the equity raising to be undertaken and, based on discussions to-date with Macquarie Bank, the likelihood of receiving these concessions is considered to be low.

Therefore the remaining directors believe that a sale of the Businesses is the most certain and effective way to substantially reduce the outstanding debt and to allow the Company the opportunity to raise additional equity finance to pursue investment in existing and new business opportunities.

3. Resolution 2 – Termination Payment to Michael Teys

Michael Teys is the chairman and chief executive officer of the Company. Mr. Teys has agreed to retire from these positions with the Company effective from 1 March 2010.

The details of Mr. Michael Teys current employment are as follows:

• (a) it is a fixed term agreement expiring 22 May 2011; and

• (b) the current base salary is $420,000 per annum, plus superannuation contributions of an additional $37,800 per annum.

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Notice of Extraordinary General Meeting

In November 2008, Mr. Teys agreed to a deferment of 20% of both his base salary and superannuation payment to assist the cash flow of the Company. Under the terms of his employment agreement, the cost of terminating Mr. Teys employment as at 1 March 2010 would be approximately $560,648, plus an additional $129,710 in accrued sums that Mr. Teys agreed to defer since November 2008. The total termination benefit would therefore be $690,358.

In agreeing to retire, Mr. Teys has agreed to accept from the Company a termination payment of $120,000 ( Payment ) in full and final payment of all claims against the Company. This Payment has been determined by negotiation between the Company and Mr. Teys and an amount of $60,000 has been accrued in the audited accounts to 30 June 2009. The retirement of Mr. Teys and the termination of his employment agreement will be formally recorded under a deed of release and indemnity provided to Mr. Teys by the Company. The deed of release and indemnity will also provide protection for the Company from any future claims or actions by Mr. Teys.

Regulations - Listing Rule 10.19

Listing Rule 10.19 provides that an entity must not make a termination payment to an officer of the Company where the value of termination benefits to all officers exceeds 5% of the equity interests of the entity without approval of its members.

In the balance sheet in the 2009 annual report, the equity interests of the Company presently reflects a negative amount (as a result of accumulated losses exceeding the other capital of the Company). Accordingly, any termination benefits paid by the Company at this time require the approval of shareholders.

Regulations - Parts 2D and 2E of the Corporations Act

Part 2D of the Corporations Act 2001 (Cth) contains provisions in relation to the receipt of termination benefits by officers of the Company upon retirement.

Part 2D.2 provides that an officer cannot receive a benefit upon their retirement from office unless the company has the approval of shareholders or an exemption applies. One of the exemptions available is under section 200G if the benefit is less than the average base salary of the recipient over the previous 3 years. The amount of the Payment is less than the average salary received by Mr Teys over the last 3 years, therefore the Payment is exempt from the operation of Part 2D.

Part 2E of the Corporations Act 2001 (Cth) deals generally with related party transactions, including transactions between a company and a director of the company. Again, shareholder approval is required for such transactions unless the company has the approval of shareholders or an exemption applies. Under section 211 the payment of remuneration reasonable to the circumstances, including upon ceasing to hold an office or employment, is exempt from the requirement for shareholder approval. Therefore the Payment is exempt from the operation of Part 2E.

Directors recommendation

The directors of the Company, with the exception of Mr. Teys, are of the opinion that the payment of $120,000 to Mr. Teys in full and final payment of all claims against the Company will allow the Company to seek re-capitialisation in the future without the possibility of a significant claim being brought against it by a former employee and encourage shareholders to approve Resolution 2.

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Notice of Extraordinary General Meeting

Effect of sale of Businesses on Teys Limited

To illustrate the effect of the sale of the Businesses on Teys, the pro-forma consolidated statement of financial position has been prepared based on audited accounts as at 30 June 2009.

The accounting policies adopted in preparation of the pro-forma consolidated statement of financial position are consistent with the policies adopted and as described in Teys’s financial statements for the full year ended 30 June 2009.

The following assumptions were made when preparing the unaudited pro-forma balance sheet for the Company post completion of the sale of the Businesses:

• Completion of the sale of the Businesses will occur on or about the date of this meeting;

• Trade receivables of $243,903 are recovered in full and applied against Trade Creditors;

• Other Current Assets of $153,694 are liquidated and applied against Current Financial Liabilities (constituted by security deposits and revenue in arrears payments);

• Completion of the sale of the development site at Mount Druitt, New South Wales. This has been sold by Teys Property Funds Limited for a consideration of $1,200,000, the carrying value as at 30 June 2009. The sale proceeds will be applied against Non-Current Financial Liabilities. Settlement is scheduled for before 31 December 2009;

• Teys Brisbane Pty Ltd book value increased from $236,528 to $1,000,000 based on the directors assessment of its current market value on the basis of 5 times EBITDA (being the basis for determination of the sale price for the Businesses);

• Allowing for outstanding directors fees of $252,000 to be converted to equity. Such an arrangement will be subject to first receiving the approval of shareholders in general meeting; and

• The net sale proceeds of the Businesses being applied as detailed in section 2 of the Notice of Meeting.

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Notice of Extraordinary General Meeting

	Audited 30 June 2009 $	Pro-forma Unaudited As at completion of Transaction $
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Investments accounted for using equity method Investment property Plant and equipment Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Financial Liabilities Current Tax Liabilities Provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Financial Liabilities Provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Share based payment reserve Accumulated losses Parent Interest Minority Equity Interest	398,684 338,903 153,694	68,000 200,000 -
	891,281	268,000
	236,528 1,200,000 705,330 7,367,158	1,000,000 - 110,000 499,000
	9,509,016	1,609,000
	10,400,297	1,877,000
	2,560,857 926,886 90,287 363,964	800,000 - - 45,000
	3,941,994	845,000
	7,655,398 124,230	785,000 124,000
	7,779,628	909,000
	11,721,625	1,754,000
	(1,321,325)	123,000
	8,517,232 116,900 (9,821,480)	8,592,232.00 116,900.00 (8,586,132)
	(1,187,348)	123,000
	(133,977)
TOTAL EQUITY	(1,321,325)	123,000

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Notice of Extraordinary General Meeting

4. Interpretation

Businesses means strata management businesses at Docklands and Bayswater (Melbourne, Victoria), Albury (New South Wales), and Noosa, Cleveland and Gold Coast (Queensland).

Company means Teys Limited ACN 009 118 861

Contract means the Share Sale Agreement between TPL Holdings Pty Ltd ACN 010 892 243, as vendor, and Whittles Australia Pty Ltd ACN 139 486 678, as purchaser, dated 24 September 2009 in relation to the sale of two ordinary shares in Teys Strata Proprietary Limited.

Payment means the termination payment of $120,000 to Michael Teys.

Purchaser mean Whittles Australia Pty Ltd ACN 139 486 678.

Teys Brisbane means Teys (Brisbane) Proprietary Limited

Teys PFL means Teys Property Funds Ltd

Teys Strata means Teys Strata Proprietary Limited ACN 107 884 453.

TPL means TPL Holdings Pty Ltd ACN 010 892 243.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Mr Duncan Lee (Company Secretary):

Suite 71, Lower Deck, Jones Bay Wharf 26-32 Pirrama Road PYRMONT NSW 2009 Telephone No. (02) 9562 6500

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Proxies and representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 ( Cth ).

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below , or the Share Registry, Computershare Investor Services Pty Ltd, Level 19, 307 Queen Street, Brisbane, Queensland 4000 not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Teys Limited Suite 71, Lower Deck, Jones Bay Wharf 26-32 Pirrama Road PYRMONT NSW 2009

Telephone Phone : (02) 9562 6500 Facsimile No: (02) 9562 6555

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm Wednesday 27January 2010

Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:	You must sign the proxy 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 registry. 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.

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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 TYS 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

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Your secure access information is: Cast your proxy vote Control Number: 999999 SRN/HIN: I9999999999 Review and update your securityholding 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 11am (Sydney time) Wednesday 27 January 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.

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 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 Teys Limited hereby appoint the Chairman OR of the Meeting

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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).

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 Extraordinary General Meeting of Teys Limited to be held at Suite 71, Lower Deck, Jones Bay Wharf, 26-32 Pirrama Road, Pyrmont, New South Wales NSW at 11am (Sydney time) on Friday 29 January 2010 and at any adjournment of that meeting.

Important for Items 1 & 2: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 1 & 2 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 1 & 2 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 1 & 2 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 Approval of Sale of Shares in Teys Strata Proprietary Limited 2 Termination Payment to Michael Teys

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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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T Y S

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