CTI LOGISTICS LIMITED — AGM Information 2012

Oct 23, 2012

NOTICE OF ANNUAL GENERAL MEETING

CTI LOGISTICS LIMITED ABN 69 008 778 925

Notice is hereby given that the Annual General Meeting of the members of CTI Logistics Limited (the "Company") will be held at 1 Drummond Place, West Perth, Western Australia at 5:00 pm on Tuesday, 27 November 2012.

ORDINARY BUSINESS

FINANCIAL STATEMENTS

To receive and consider the Financial Statements and the reports of the directors and of the auditors for the vear ended 30 June 2012.

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

ADOPTION OF REMUNERATION REPORT $\mathbf{1}$ .

"To adopt the Company's Remuneration Report for the year ended 30 June 2012."

The vote on this resolution is advisory and not binding on the directors or the Company.

Voting Prohibition Statement

A vote on this resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• a member of the Key Management Personnel ("KMP"), details of $(a)$ whose remuneration are included in the Remuneration Report; or
• $(b)$ a Closely Related Party of such a member.

However, a person described above may vote on this resolution if:

• the person does so as a proxy appointed in writing that specifies how the proxy is $(a)$ to vote on the resolution; and
• $(b)$ the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings of the Company, shareholders will be required to vote at the second of those annual general meetings on a resolution (a "spill resolution") on whether to hold a further meeting to spill the board as required by the Corporations Act.

RE-ELECTION OF MR DAVID ANDERSON MELLOR AS A DIRECTOR $2.$

"That Mr Mellor, who retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company."

RE-ELECTION OF MR PETER JAMES LEONHARDT AS A DIRECTOR 3.

"That Mr Leonhardt, who retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company."

SPECIAL BUSINESS

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

APROVAL OF A NEW DIVIDEND REINVESTMENT PLAN AND BONUS SHARE PLAN 4.

"That the Company adopt a new Dividend Reinvestment Plan and Bonus Share Plan as attached and marked Annexure 'A'."

A Proxy Form accompanies this Notice of Meeting.

By order of the Board.

D A Mellor SECRETARY 24 October 2012

• NOTE:
• A member of the Company entitled to attend and vote is entitled to appoint not more than two Proxies to attend the Annual General Meeting and vote on his/her behalf. Where more than one Proxy is appointed, each Proxy must be appointed to represent a specified proportion of the member's voting rights. If the appointments do not specify the proportion of votes that each Proxy may exercise, each Proxy may exercise half the votes (fractions disregarded). A Proxy need not be a member of the Company. To be effective, the Proxy Form must be properly completed and signed by the member or his attorney duly authorised in writing
• or, if the member is a body corporate, either in any manner permitted by the Corporations Law or under the hand of an officer or attorney duly authorised in writing by the member.
• The Proxy Form and any Power of Attorney under which it is signed or a notarially certified copy thereof, or a facsimile transmission copy thereof must be received by the Company at its registered office not less than 48 hours before the time of the Annual General Meeting.

How the Chairman will vote undirected proxies

If the Chairman of the Meeting is appointed, or is taken to be appointed, as a Proxy but the appointment does not give directions on how to vote on a resolution, then the Chairman intends to exercise the relevant shareholder's votes in favour of the relevant resolution (subject to the other provisions of this Notice, including the voting exclusions noted above).

If you appoint the Chairman of the Meeting as your Proxy, you should direct the Chairman how to vote on resolution 1 – Adoption of
Remuneration Report by marking the "For", "Against", or "Abstain" box in respect of that re appointment does not specify the way in which the Chairman is to vote on resolution 1 - Adoption of Remuneration Report, you expressly authorise the Chairman to exercise the Proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

If you do not want the Chairman to exercise the Proxy in accordance with the Chairman's stated intentions on a resolution, you should give directions on how to vote on the resolution by marking the appropriate box of the Proxy Form.

Directing your Proxy how to vote

If a shareholder appoints a Proxy, the shareholder can direct the Proxy how to vote by following the instructions on the Proxy Form. Shareholders are encouraged to direct the Proxy how to vote on the resolutions at the meeting.

Due to the voting exclusion that applies to resolution 1 - Adoption of Remuneration Report, KMP of the Company and their closely related parties will not be able to vote your Proxy on resolution 1 - Adoption of Remuneration Report unless you have directed them how to vote on the resolution, or in the case of the Chairman, if you expressly authorise the Chairman.

If you appoint the Chairman of the Meeting as your Proxy and the appointment does not specify the way in which the Chairman is to vote on resolution 1 - Adoption of Remuneration Report, you expressly authorise the Chairman to exercise the Proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

If you intend to appoint a KMP as your Proxy, you are encouraged to direct them how to vote on the resolutions by marking the "For", "Against", or "Abstain" box in respect of each resolution in the Proxy Form.

Determination of voting entitlements

The directors have determined in accordance with Regulation 7.11.37 of the Corporation Regulations 2001 that, for the purposes of attending and voting at the meeting, shares will be taken to be held by the registered holders at 7pm on Sunday, 25 November 2012.

PROXY FORM

CTI LOGISTICS LIMITED ABN 69 008 778 925

Registered Office: 1 Drummond Place West Perth. Western Australia 6005 Facsimile: (08) 9227 8000

The Secretary CTI Logistics Limited 1 Drummond Place WEST PERTH WA 6005

I/We ....................................

of ....................................

being a member/members of CTI Logistics Limited

hereby appoint....................................

or failing him/her, the Chairman of the Meeting as my/our Proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 1 Drummond Place, West Perth, Western Australia on Tuesday, 27 November 2012 at 5:00 pm and at any adiournment thereof.

If two Proxies are being appointed the proportion of my/our voting rights that each Proxy is appointed to represent is as set out above.

If you wish to direct your Proxy how to vote in respect of the proposed resolution, you should tick the appropriate box below. Otherwise your Proxy may vote as he/she thinks fit (subject to the provisions of the Notice of Meeting and the voting restrictions contained therein) or abstain from voting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our Proxy (or the Chairman becomes my/our Proxy by default), I/we expressiv authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your Proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box below.

ORDINARY RESOLUTIONS

ORDINARY RESOLUTIONS	FOR	AGAINST	ABSTAIN
1. To adopt the remuneration report
2. To re-elect Mr David Anderson Mellor as a director of the Company		$\mathbf{1}$	$\mathbf{1}$
3. To re-elect Mr Peter John Leonhardt as a director of the Company		$\mathbf{I}$	$\mathbf{I}$
4. To adopt a new Dividend Reinvestment Plan and Bonus Share Plan		11111111
Signed this

Signature of member(s)....................................

• NOTE: * A member of the Company entitled to attend and vote is entitled to appoint not more than two Proxies to attend the Annual General Meeting and vote on his/her behalf. Where more than one Proxy is appointed, each Proxy must be appointed to represent a specified proportion of the member's voting rights. If the appointments do not specify the proportion of votes that each Proxy may exercise, each Proxy may exercise half the votes (fractions disregarded). A Proxy need not be a member of the Company.
• * To be effective, the Proxy Form must be properly completed and signed by the member or his attorney duly authorised in writing or, if the member is a body corporate, either in any manner permitted by the Corporations Law or under the hand of an officer or attorney duly authorised in writing by the member.
• * The Proxy Form and any Power of Attorney under which it is signed or a notarially certified copy thereof, or a facsimile transmission copy thereof must be received by the Company at its registered office not less than 48 hours before the time of the Annual General Meeting.
• * Proxies lodged in favour of the Chairman which do not contain a direction on how to vote will be exercised by the Chairman in favour of the resolutions (subject to the provisions of the Notice of Meeting and the voting restrictions contained therein).
• The directors have determined in accordance with Regulation 7.11.37 of the Corporation Regulations 2001 that, for the purposes of attending 宝 and voting at the meeting, shares will be taken to be held by the registered holders at 7pm on Sunday, 25 November 2012.

Annexure 'A'

CTI LOGISTICS LIMITED

ABN 69 008 778 925

DIVIDEND REINVESTMENT PLAN

AND

BONUS SHARE PLAN

INFORMATION BOOKLET FOR SHAREHOLDERS

AND

PLAN RULES

IMPORTANT NOTE TO SHAREHOLDERS

Under the Corporations Act 2001 (Cth) a prospectus is not required to be lodged or registered in relation to shares to be issued under the DRP or BSP described in this Information Booklet. Consequently, this Information Booklet does not contain the information which would be contained in such a prospectus, for example, in relation to CTI Logistics Limited, its assets and liabilities, financial position, profits and losses and prospects. If you are in any doubt as to whether to participate in the DRP and/or BSP and in particular if you are unclear about the taxation implications of participating in the Plans, you should consult your own financial adviser without delay.

If you require further information concerning the Plans please contact or write to either of the following addresses:

Computershare Investor Services Pty Limited Level 2, 45 St George's Terrace PERTH WA 6000

Telephone: 1300 557 010 Facsimile: (08) 9323 2033

The Company Secretary CTI Logistics Limited 1 Drummond Place WEST PERTH WA 6005

Telephone: (08) 9422 1100 Facsimile: (03) 9227 8000

EXPLANATORY OUTLINE

of the

CTI LOGISTICS LIMITED ("CTI")

DIVIDEND REINVESTMENT PLAN ("DRP") and BONUS SHARE PLAN ("BSP")

(TOGETHER THE "PLANS")

DECISION REQUIRED BY SHAREHOLDERS

Shareholders should decide which of the following alternatives suits their particular circumstances in relation to relevant future dividends ("Dividends"):

ALTERNATIVE 1: RECEIVE CASH

Shareholders may receive cash for all of their relevant Dividends.

ALTERNATIVE 2: PARTICIPATE IN THE DRP

Shareholders may elect to participate in the DRP and reinvest part or all of their relevant Dividends in additional fully paid ordinary shares in CTI. The Dividend on the balance of your shareholding (if any) will be paid in cash. The number of shares issued pursuant to the DRP and the issue price will be in accordance with the Rules of the DRP and will be either:

the price determined by the Board in its discretion and $(i)$ announced to ASX as the fixed price per share (if any) at which shares will be issued pursuant to the DRP;

or, if there is no fixed price determined by the Board for the relevant Dividend:

the price derived by applying a discount (as determined by $(ii)$ the Board), subject to any maximum and/or minimum price (as determined by the Board), to the volume weighted average market price of CTI shares (on an ex-dividend basis) during the five trading days immediately preceding and inclusive of the Record Date for the relevant Dividend (free of any brokerage, commission, stamp duty and other transaction costs), subject to the discretion of the Board to determine the market price in certain circumstances.

ALTERNATIVE 3: PARTICIPATE IN THE BSP

Shareholders may elect to participate in the BSP and receive fully paid ordinary bonus shares in CTI in lieu of part or all of their relevant Dividends that, but for the election to participate in the BSP, would have been payable to them. The Dividend on the balance of your shareholding (if any) will be paid in cash. The number of shares issued pursuant to the BSP will be in accordance with the Rules of the BSP and will be either:

the amount determined by the Board in its discretion and $(i)$ announced to ASX as the fixed price per share (if any):

or, if there is no fixed amount determined by the Board for the relevant Dividend:

the amount derived by applying a discount (as determined $(ii)$ by the Board), subject to any maximum and/or minimum amount (as determined by the Board), to the volume weighted average market price of CTI shares (on an exdividend basis) during the five trading days immediately preceding and inclusive of the Record Date for the relevant Dividend (free of any brokerage, commission, stamp duty and other transaction costs), subject to the discretion of the Board to determine the market price in certain circumstances.

ALTERNATIVE 4: ANY COMBINATION OF CASH/DRP/BSP

Shareholders may receive cash and/or elect to participate in the DRP and/or BSP in any combination.

ACTION REQUIRED BY SHAREHOLDERS

The following action is required by shareholders with respect to each of the above alternatives:

ALTERNATIVE 1: RECEIVE CASH

If you wish to receive all of your relevant Dividends in cash, no action is required.

ALTERNATIVE 2: PARTICIPATE IN THE DRP ALTERNATIVE 3: PARTICIPATE IN THE BSP ALTERNATIVE 4: ANY COMINATION OF CASH/DRP/BSP

If you wish to participate in the DRP and/or BSP with respect to relevant Dividends for part or all of your shareholding (i.e. if you decide either Alternative 2, 3 or 4 suits your particular circumstances), you must complete the Election Form enclosed with this Information Booklet and ensure that it is received at the Share Registry, Computershare Investor Services Pty Limited, Level 2, 45 St George's Terrace, Perth, WA, 6000, by 5pm on the Record Date for the relevant Dividend.

Please note that if your shares are held under different shareholder reference numbers ("SRN") or holder identification numbers ("HIN") on the Register you will need to complete an Election Form in respect of each separate SRN and HIN.

FEATURES OF THE PLANS

Number of Shares Issued and Issue Price of Shares:

Under the DRP, relevant Dividends payable in cash on shares

participating in the DRP will be applied by the Company on your behalf in subscribing for fully paid ordinary shares in CTI. Such shares will be issued at either:

the price determined by the Board in its absolute discretion $(i)$ and announced to ASX as the fixed price per share (if any) at which shares will be issued pursuant to the DRP;

or, if there is no fixed price determined by the Board for the relevant Dividend:

the price derived by applying a discount (to be determined b) $(ii)$ by the Board), subject to any maximum and/or minimum price (as determined by the Board), to the volume weighted average market price (on an ex-dividend basis) of CTI shares during the five trading days immediately preceding and inclusive of the Record Date for the relevant Dividend provided however that where no sales are recorded over the aforementioned period or if, in the opinion of the Board, in its absolute discretion, the market for shares in the Company is affected by any unusual or extraordinary circumstances, the "market price" of CTI shares means the fair ex-dividend market value of CTI shares given the relevant circumstances as determined by Board in its absolute discretion.

Under the BSP, shareholders elect to receive fully paid ordinary bonus shares in CTI in lieu of relevant Dividends that, but for the election to participate in the BSP, would have been payable to them. The number of bonus shares allotted will be calculated by dividing a sum based on the relevant Dividend which would have been declared on the shares participating in the BSP, as if they had not been participating in the BSP, by either:

• the amount determined by the Board in its absolute $(i)$ discretion and announced to ASX as the fixed price per share (if any); and
• the amount derived by applying a discount (to be $(ii)$ determined by the Board), subject to any maximum and/or minimum amount (as determined by the Board), to the volume weighted average market price (on an ex-dividend basis) of CTI shares during the five trading davs immediately preceding and inclusive of the Record Date for the relevant Dividend provided however that where no sales are recorded over the aforementioned period or if, in the opinion of the Board, in its absolute discretion, the market for shares in the Company is affected by any unusual or extraordinary circumstances, the "market price" of CTI shares means the fair ex-dividend market value of CTI shares given the relevant circumstances as determined by Board in its absolute discretion.

Ranking of Shares: Shares issued pursuant to the Plans will rank equally in all respects with all other fully paid ordinary shares on issue.

No Costs: Shares issued pursuant to the Plans will be allotted

free of any brokerage, commission, stamp duty and other transaction costs.

Share Statements: Statements will be issued as soon as practicable after the shares are issued pursuant to the Plans.

Variation and Modification of Rules: The Board may vary or modify the Rules of the Plans from time to time and at any time as it considers appropriate.

Suspension, Termination or Recommencement: The Board may suspend, terminate or recommence the operation of the Plans from time to time and at any time it considers appropriate.

TIME PERIODS FOR ELECTION

If you wish to participate in the Plans, your Election Form must have been received at the Share Registry by the Record Date for the relevant Dividend.

If you have elected to participate in the Plans, you cannot vary that election other than by submitting a Variation Notice prior to the Record Date for the relevant Dividend.

Subject to the Rules of the Plans, if you wish to vary your VARIATION OF ELECTION previous election you may do so by delivery to the Share Registry of a Variation Notice by the Record Date for the relevant Dividend.

ELIGIBILITY TO PARTICIPATE

TAXATION POSITION

Subject to any applicable law, all shareholders are eligible to participate in the Plans.

The Board may determine that shareholders are not eligible to participate in the Plans if they have registered addresses in a country or place where the offer of a right to participate would or might be unlawful, impossible or impracticable.

Without limitation to its discretion, the Board has determined that it is currently impracticable for participation in the Plans to be offered to shareholders whose addresses are other than Australia or New Zealand.

The precise taxation position of shareholders under the Plans will depend upon their particular circumstances. Shareholders should seek and rely upon their own taxation advice in relation to the Plans and neither the Company nor any of its officers or advisers nor the Share Registry accepts any liability or responsibility in respect of the taxation consequences for shareholders of participating in the Plans

ABN 69 008 778 925

DIVIDEND REINVESTMENT PLAN RULES

INTERPRETATION $\blacksquare$

Definitions $1.1$

In these Rules, unless the context otherwise requires:

"Act" means the Corporations Act 2001 Cth of Australia:

"ASX" means Australian Stock Exchange Limited ABN 68 008 624 691:

"Board" means the board of directors of the Company;

"BSP" means the CTI Logistics Limited Bonus Share Plan adopted by the Board (if anv);

"Business Day" means a day upon which ASX is open for trading in securities;

"Company" means CTI Logistics Limited ABN 69 008 778 925:

"Constitution" means the constitution of the Company:

"Distribution Amount" has the meaning set out in clause 4.3:

"DRP" means the CTI Logistics Limited Dividend Reinvestment Plan adopted by the Board and regulated by these Rules;

"DRP Participating Share" means a fully paid Share in respect of which the Shareholder is participating in the DRP;

"Election Form" means a written application to participate in the DRP signed by a Shareholder (or each Shareholder in the case of a joint shareholding) under clause 3.1 in the form prescribed or approved by the Board from time to time, which may (without limitation) be combined with or form part of, any other form or notice (including a Variation Notice):

"Full Participation" has the meaning set out in clause $3.2$ (a);

"Market Price" of a Share, in respect of the Record Date, means the price determined by the Board to be the volume weighted average market price (on an "ex dividend" basis) of all Shares sold on ASX on the five Business Davs immediately preceding and inclusive of the Record Date PROVIDED HOWEVER that where no sales are recorded over the aforementioned period or if, in the opinion of the Board, in its absolute discretion, the market for shares in the Company is affected extraordinary unusual bv anv $or$ circumstances, the "Market Price" of a Share means the fair ex-dividend market value of a Share given the relevant circumstances as determined by the Board in its absolute discretion:

"Non-Participating Share" means a fully paid Share that is not a DRP Participating Share:

"Partial Participation" has the meaning set out in clause 3.2 (b);

means a Shareholder in "Participant" the Shareholder's DRP respect of Participating Shares;

"Participation" means Full Participation or Partial Participation;

"Fixed DRP Price" means the price (if any) at which Shares will be issued pursuant to the DRP as determined by the Board, in its absolute discretion, and announced to ASX on the day a dividend is declared by the Board:

"Record Date" means the date on which entitlements to a particular dividend are determined as notified by the Company to ASX:

"Register" means the Company's share register maintained under sections 168 and 169 of the Act:

"Rules" means these Rules as may be varied or modified from time to time pursuant to clause 13:

"Share" means a fully paid ordinary share in the capital of the Company and any other share in the Company that the Board may from time to time determine to be a "Share" for the purposes of these Rules;

"Shareholder" means, subject to clause 1.4, the person or entity whose name is (or in the case of a joint shareholding, all the persons or entities whose names are) entered in the Register as the holder of a Share:

"Share Registry" means Computershare Investor Services Limited ABN 71 005 485 825 or such other share registry as the Company may from time to time determine by notice to Participants; and

"Variation Notice" means a written notice $($ or each sianed by l $\mathbf{a}$ Shareholder of Shareholder in the case a ioint shareholding) in accordance with clause 8.1 in the form prescribed or approved by the Board from time to time, which may (without limitation) be combined with, or form part of, any other form or notice including an Election Form.

$1.2$ General

In these Rules, unless the context otherwise. requires:

• a reference to any legislation or $(a)$ provision includes any legislative statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
• the singular includes the plural and vice $(b)$ versa:
• a reference to any gender includes all $(c)$ genders;
• a word denoting an individual or person (d) includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa:

• references to clauses are to clauses of (e) these Rules:

• an expression defined in these Rules $(f)$ has the same meaning throughout;

• a reference to any document is to that $(q)$ document (and, where applicable, any provisions) as amended. of its supplemented or replaced from time to time: and
• a reference to "dollars" or "\$" is to $(h)$ Australian currency.

$1.3$ Headings

In these Rules, headings are for convenience of reference only and do not affect interpretation.

$1.4$ Separate Shareholder Reference Numbers or Holder Identification Numbers

Where a Shareholder is, in respect of a distinct number of Shares held by that Shareholder, shown in the Register with separate shareholder reference numbers ("SRN") or holder identification numbers ("HIN"), for the purpose of these Rules, the Shareholder is taken to be a separate and distinct Shareholder in relation to each such SRN or HIN as the case may be and in relation to Shares that may from time to time be entered in the Register with that SRN or HIN.

PARTICIPATION IN THE DRP $2.$

$2.1$ Optional Participation

Participation in the DRP by a Shareholder is optional (at the choice of the Shareholder).

$2.2$ Eligible Shareholders

Except as provided in clause 2.3, each Shareholder is eligible to participate in the DRP subject to:

• these Rules and the Constitution; (a)
• $(b)$ if the Shareholder resides, or is shown in the Register as having an address, outside Australia, any applicable law of Australia or any other country; and

$(c)$ any limitation on shareholding in the Company or participation in the DRP imposed by any law.

$2.3$ Non Resident Shareholders

The Board may determine that a shareholder is not eligible to participate in the DRP if the registered address of that Shareholder is in a country or place where the offer of a right to so participate would or might be unlawful, impossible or impracticable.

$3.$ EXTENT OF PARTICIPATION

Election to Participate $3.1$

An election to participate in the DRP may, subject to these Rules, only be made by a Shareholder giving an Election Form to the Company at the Share Registry by 5.00pm on the Record Date.

$3.2$ Extent of Participation

Subject to these Rules, a Shareholder may participate in the DRP in respect of either:

• $(a)$ all Shares entered in the Register in the Shareholder's name ("Full Participation"); or
• a specific number of the Shares $(b)$ entered in the Register the in. ("Partial Shareholder's name Participation").

However, if the nominated number of Shares for participation in the DRP is greater than or equal to the number of Shares entered in the Register in the Shareholder's name at the Record Date, then the provisions of the DRP in respect of that dividend payment will, subject to clauses 12 and 13, apply to all Shares held by the Shareholder.

$3.3$ Election to Participate

A Shareholder must specify in an Election Form the extent to which the Shareholder wishes to participate in the DRP by specifying either:

Full Participation: or $(a)$

Partial Participation. $(b)$

$3.4$ Full Participation

In the case of Full Participation, all Shares entered in the Register in the Shareholder's name at the time of commencement of Full Participation and all Shares subsequently entered in the Register in the Shareholder's name are subject to the DRP.

$3.5$ Partial Participation

In the case of Partial Participation, the only Shares entered in the Register in the Shareholder's name which are subject to the DRP are the number of Shares specified by the Shareholder for participation in the DRP in accordance with clause 3.2(b) or a relevant Variation Notice.

$3.6$ Deemed Full Participation

An Election Form which does not specify the extent of participation in the DRP will be deemed to be for Full Participation and the Company will not be liable to a Shareholder for any loss, damage or claim in respect of that Shareholder's Participation as a result of the operation of this provision.

Bonus Share Plan - Effect on DRP $3.7$ Participation

If a BSP is also in operation, subject to the rules of the BSP:

• a Shareholder may, in respect of $(a)$ Shares entered in the Register in the Shareholder's elect partial name, participation in both the DRP and the BSP but Shares participating in the BSP cannot simultaneously participate in the DRP; and
• if a Shareholder elects to participate in $(b)$ both the DRP and BSP to such an extent that the aggregate number of Shares nominated to participate in both the DRP and BSP is greater than the number of Shares entered in the Register in the Shareholder's name at the Record Date, the Company may,

without notice to the Shareholder and at the discretion of the Company, reject the Election Form or may determine the participation $\alpha$ f extent $of$ the Shareholder in the DRP and BSP in such way as the Company, in its discretion. deems fit. The Company shall not be liable to the Shareholder for any loss, damage or claim in respect of that Shareholder's participation in either or both of the DRP or BSP as a result of the operation of this provision.

$\mathbf{4}$ OPERATION OF DRP

$\overline{4}$ 1 Commencement of DRP

The DRP shall commence to operate on the date on which the DRP is approved by an ordinary resolution of Shareholders.

$4.2$ Application of DRP

The DRP will operate in respect of each dividend determined or paid by the Company after the date referred to in clause 4.1 unless otherwise determined by the Board from time to time

$4.3$ Application of Relevant Dividend

The amount of the relevant dividend, in relation to which the DRP is operative. payable to a Participant as determined by the Board (less any deductions or withholdings required by law in which case clause 6.2 applies and subject to any liens or charges the Company has over any part of a dividend) (the "Distribution Amount") must be applied by the Company on the Participant's behalf in subscribing for, and the Company must issue to the Participant, the number of Shares ("S") determined in accordance with the following formula:

$S = N$ divided by C or M (as the case may be)

Where:

N is the amount in dollars of the Distribution Amount:

C is the Fixed DRP Price in dollars per Share for the relevant dividend or, if there is no

Fixed DRP Price for the relevant dividend, C is equal to M.

M is the amount in dollars per Share of the Market Price reduced by the discount (as determined by the Board from time to time in its absolute discretion and announced to ASX prior to or on the day a dividend is declared by the Board) subject to any maximum and/or minimum price (if applicable, as determined by the Board from time to time in its absolute discretion and announced to ASX prior to or on the day a dividend is declared by the Board); and

Notwithstanding the formula in this clause, the Board in its absolute discretion may determine the maximum number of additional Shares which can be acquired with the Distribution Amount by each Participant. In that case, the balance of the Distribution Amount which has not been applied in subscribing for additional Shares will be paid to the relevant Participant in money.

Whole Number 4.4

If any number determined in accordance with the formula in clause 4.3 is not a whole number, that number is to be rounded down to the nearest whole number.

4.5 Full Payment of Dividend

Where a dividend in relation to which the DRP is operative is dealt with by the Company in accordance with clause 4.3, that constitutes full and final payment by the Company of the relevant dividend to the relevant shareholder.

4.6 Less Than One Share

Clause 4.3 does not apply in respect of a Participant where the number determined in accordance with the formula in clause 4.3 is less than one, in which case no Shares are to be issued under the DRP to that Participant and the Participant is to be paid the Distribution Amount in money.

5. SHARES ISSUED UNDER THE DRP

Shares issued under the DRP to $\mathbf{a}$ Participant:

• $(a)$ must be issued in accordance with the Constitution:
• rank equally in all respects with existing $(b)$ DRP Participating Shares of the same class: and
• must be entered in the same part of the $(c)$ Register as the part in which the Participant's DRP Participating Shares are entered at the time of the issue.

COSTS TO PARTICIPANTS 6.

$6.1$ Transaction Costs

Except to the extent required by law (in which case clause 6.2 applies), no brokerage, commission, stamp duty or other transaction costs will be payable by a Participant in respect of any issue of Shares under the DRP.

$6.2$ Deduction of Costs

Where any law requires on any occasion the payment of any amount in respect of an issue of Shares to a Participant under the DRP, that amount is to be deducted from the sum that would, but for the Participation of the Participant, be available for payment to the Participant and paid by the Company as required by that law.

STATEMENTS TO PARTICIPANTS $\overline{7}$ .

After each issue made under clause 4.3, the Company must forward to each Participant a statement detailing, as at the date of that issue:

• the number of the Participant's DRP $(a)$ Participating Shares at the relevant Record Date;
• (b) the amount of the Distribution Amount;
• the amount of any deductions made $(c)$ under clause 6.2 in respect of that issue: and
• the number of Shares issued under the (d) DRP by that issue.

VARIATION OR TERMINATION OF 8. PARTICIPATION

8.1 Variation or Termination of Participation

Subject to clause 9, a Participant may by giving a Variation Notice to the Company prior to the Record Date:

• increase or decrease the number of the $(a)$ Participant's DRP Participating Shares; or
• terminate the Participant's Participation $(b)$ in the DRP.

8.2 Death or Bankruptcy of Participant

If a Participant dies or becomes bankrupt, Participation by the Participant and any other Participants with whom the deceased or bankrupt was a joint Participant terminates with effect from the time the Company receives notice of the death or bankruptcy of that Participant as the case may be.

TRANSFER OF DRP 9. PARTICIPATING SHARES

$9.1$ Transfer of All Shares

Where a Participant transfers all of the Participant's Shares, the Participant is treated as having given notice to the Company to terminate Participation in the DRP on the last date when the Company registered the relevant transfer or instrument of disposal of the Participant's Shares.

Transfer of Some Shares $9.2$

Where a Participant transfers some of the Participant's Shares, the Shares SO transferred are taken to comprise:

• Nonfirst. Shares which are $(a)$ Participating Shares of that Participant (if any) and which are not participating in the BSP (if applicable);
• secondly, to the extent that the number (b) of Shares referred to in clause 9.2 (a) is insufficient to make up the full parcel of

Shares transferred, DRP Participating Shares of that Participant: and

thirdly, to the extent that the number of $(c)$ Shares referred to in clauses 9.2(a) and (b) is insufficient to make up the full parcel of Shares transferred. Shares of that Participant participating in the BSP (if applicable).

$9.3$ Different Priority

Where a Participant transfers some of the Participant's Shares, and wishes those Shares to be comprised other than as specified in clause 9.2, the Participant may deliver a notice to the Company which specifies that particular Shares shall be the subject of a particular transfer. Such a notice shall not however be of any effect unless:

• it is received by the Company prior to $(a)$ the registration of the transfer to which the notice relates:
• it provides details sufficient to identify $(b)$ the transfer to which the notice relates including, but not limited to, the date on which any relevant instrument of transfer was executed and the number of Shares concerned:
• it identifies the number of Shares (if $(c)$ any) participating in the DRP and the BSP (as the case may be if applicable) which are to be the subject of the transfer; and
• it is signed by or on behalf of the $(d)$ Shareholder in such manner as the Company may require.

$9.4$ Cessation of Participation

A DRP Participating Share shall not cease to be a DRP Participating Share pursuant to a transfer unless or until the transfer has been registered in accordance with the Constitution and any other relevant legal requirements.

$10.$ ELECTION AND NOTICES

$10.1$ Form

Election Forms. Variation Notices and notices referred to in clause 9.3 must be in writing and must be in the form prescribed or approved by the Board from time to time.

$10.2$ Effectiveness of Notices

Notices under these Rules (including, without limitation. Election Forms, Variation Notices and notices referred to in clause 9.3) will be effective on receipt by the Company at the Share Registry subject to:

• $(a)$ these Rules;
• in the case of Election Forms. $(b)$ Variation Notices or notices referred to in clause 9.3:
• approval by the Board which may $(i)$ be withheld in any case (in its absolute discretion):
• (ii) the appropriate entry having been made in the Register in respect of the DRP Participating Shares to which the Election Form, Variation Notice or notice referred to in clause 9.3 relates to record the Participation of the Participant in the DRP, or the variation of the Participation of the Participant in the DRP or the transfer (as the case requires);
• (iii) receipt by the Company by not later than 5.00pm on the Record Date for the relevant dividend in relation to which the DRP is operative; and
• (iv) any other restrictions as to the period of notice which the Board may impose from time to time.

10.3 Time Takes Effect

Where an Election Form. Variation Notice or notice referred to in clause 9.3 has been approved and the appropriate entry has been made in the Register, the Election Form, Variation Notice or notice referred to in clause 9.3 shall take effect as from the time at which the entry was made.

$10.4$ Approval

Approval of an Election Form, Variation Notice or notice referred to in clause 9.3 may be withheld in any case at the absolute discretion of the Board, including, without limitation, if the Board has determined that approval of that Election Form, Variation Notice or notice referred to in clause 9.3 would prejudice the effective operation of the DRP or otherwise be contrary to law or equity.

$10.5$ Notice by Transferee or Transmittee

An Election Form. Variation Notice or notice under clause 9.3 given by a transferee or transmittee of Shares may be treated by the Company as an effective notice for the purposes of these Rules notwithstanding that the Shares were not registered in the name of the transferee or transmittee at the time the Election Form, Variation Notice or notice under clause 9.3 was given.

10.6 Invalid Notices

The Company is under no obligation to correct invalid Election Forms, Variation Notices or notices under clause 9.3 on behalf of Shareholders.

$10.7$ Notice by Company

A notice required by these Rules to be given Shareholders may be served on to Shareholders at such time as the Board thinks fit by:

• dispatch of the notice in writing to each $(a)$ Shareholder (in which case the date on which notice is deemed to be served on Shareholders shall be the Business Day after the day on which the notice was posted); or
• public announcement of the notice to $(b)$ ASX (in which case the date on which the notice is deemed to be served on Shareholders shall be the date on which the notice is first announced to ASX); or

$(c)$ both the methods specified in. paragraphs (a) and (b) immediately above (in which case the date on which the notice is deemed to be served on Shareholders shall be the date on which the notice is first announced to ASX).

$11₁$ STOCK EXCHANGE LISTING

While Shares in the Company are granted official quotation by ASX, the Company must apply for official quotation by ASX of Shares issued under the DRP.

$12.$ SUSPENSION AND RECOMMENCEMENT OF DRP

$12.1$ Suspension

The Board in its absolute discretion may suspend the operation of the DRP at any time by notice to Shareholders.

$12.2$ Period of Suspension

Suspension of the DRP shall take effect on and from the day the notice to suspend the DRP becomes effective pursuant to these Rules and shall continue until such time as a notice to recommence or terminate the DRP becomes effective pursuant to these Rules.

$12.3$ Effect of Suspension

As at the date of suspension and subject to clause 12.5, any Shares which may have been DRP Participating Shares immediately prior to that time shall cease to participate in the DRP and shall accordingly cease to be DRP Participating Shares, notwithstanding the entries which may appear in the Register on that date. During the period of the suspension of the DRP, no Shares in the Company shall participate in the DRP, and no Shares shall be DRP Participating Shares for the purposes of these Rules, notwithstanding the entries which may appear in the Register from time to time.

$12.4$ Recommencement

The Board in its absolute discretion may recommence the operation of the suspended DRP at any time on such conditions as it thinks fit by notice to Shareholders. Recommencement of the DRP shall take effect on and from the day the notice to recommence the DRP becomes effective pursuant to these Rules.

Effect of Recommencement $12.5$

As at the date of any recommencement of the DRP, any Shares on the Register at that date which would have been DRP Participating Shares but for the operation of clause 12.3 shall become DRP Participating Shares, provided notice is given to Shareholders.

VARIATION, MODIFICATION AND $13.$ TERMINATION OF THE DRP

Variation, Modification and $13.1$ Termination of DRP

The DRP may be varied, modified or terminated by the Board at any time in its absolute discretion by notice to Shareholders. The variation, modification or termination of the DRP shall take effect on and from the day the notice to vary, modify or terminate the DRP becomes effective pursuant to these Rules.

Effect of Variation and Modification $13.2$

A Participant will be taken to continue to participate in the DRP as varied or modified unless the Company is notified to the contrary by the Participant giving the Company an Election Form or Variation Notice.

GENERAL 14.

$14.1$ Dispute Resolution

The Board may settle, in the manner it appropriate. anv difficulties. considers anomalies or disputes which may arise in connection with, or by reason of the DRP (or its operation) whether generally or in relation to any Participant or any Shares and the decision of the Board is conclusive and binding on all Participants and other persons to whom the decision relates.

14.2 Entries Conclusive

Subject to clause 12, the entries which have been made in the Register in respect of a Participant at any time pursuant to these Rules shall be conclusive in determining whether or not a Share is a DRP Participating Share and whether the holder of the Share at that time has the corresponding rights which attach under these Rules to a DRP Participating Share.

Errors in Register $14.3$

Neither the Company nor any of its officers, emplovees or advisers shall be liable in any way whatsoever to Shareholders for errors or omissions in the making of entries in the Register pursuant to these Rules or in the administration of the DRP.

Omission to Give Notice $14.4$

The accidental omission to give notice of remodification. commencement. variation. suspension or termination or the non-receipt of any notice by any Shareholder shall not invalidate the re-commencement, variation, modification, suspension or termination of the DRP.

$14.5$ Taxation

The Company takes no responsibility for the arrangements taxation liabilities or. of Participants and as Shareholders and individual circumstances may vary considerably, Shareholders and Participants should obtain their own specific taxation advice with respect to the DRP.

Waive Compliance $14.6$

The Board reserves the right to waive strict compliance with any of the provisions of these Rules.

Governing Law 14.7

The DRP and its operations and the terms and conditions set out in these Rules shall be governed by the laws of Western Australia.

CTI LOGISTICS LIMITED

ABN 69 008 778 925

BONUS SHARE PLAN RULES

$\mathbf{1}$ . INTERPRETATION

$1.1$ Definitions

In these Rules, unless the context otherwise requires:

"Act" means the Corporations Act 2001 Cth of Australia:

"ASX" means Australian Stock Exchange Limited ACN 008 624 691:

"Board" means the board of directors of the Company;

"BSP" means the CTI Logistics Limited Bonus Share Plan adopted by the Board and requlated by these Rules;

"BSP Participating Share" means a fully paid Share in respect of which the Shareholder is participating in the BSP;

"Business Day" means a day upon which ASX is open for trading in securities;

"Company" means CTI Logistics Limited ABN 69 008 778 925:

"Constitution" means the constitution of the Company:

"Dividend" means a dividend declared by the Board in respect of Shares for which the Board determines the BSP will be operative;

"DRP" means the CTI Logistics Limited Dividend Reinvestment Plan adopted by the Board (if any);

"Election Form" means a written application to participate in the BSP signed by a Shareholder (or each Shareholder in the case of a joint shareholding) under clause 3.1 in the form prescribed or approved by the Board from time to time, which may (without limitation) be combined with or form part of, any other form or notice (including a Variation Notice);

"Full Participation" has the meaning set out in clause $3.2$ (a):

"Market Price" of a Share, in respect of the Record Date, means the price determined by the Board to be the volume weighted average market price (on an "ex dividend" basis) of all Shares sold on ASX on the five Business Days immediately preceding and inclusive of the Record Date PROVIDED HOWEVER that where no sales are recorded over the aforementioned period or if, in the opinion of the Board, in its absolute discretion, the market for shares in the Company is affected by any unusual or extraordinary circumstances, the "Market Price" of a Share means the fair ex-dividend market value of a Share given the relevant circumstances as determined by the Board in its absolute discretion:

"Non-Participating Share" means a fully paid Share that is not a BSP Participating Share:

"Partial Participation" has the meaning set out in clause 3.2 (b);

means a Shareholder in "Participant" respect the Shareholder's BSP of . Participating Shares;

"Participation" means Full Participation or Partial Participation;

"Fixed Price" means the amount in dollars per Share (if any) as determined by the Board, in its absolute discretion, and announced to ASX on the day a dividend is declared by the Board, for the purposes of calculating the number of Shares to be allotted to a Participant in the BSP in accordance with clause 4.3;

"Record Date" means the date on which entitlements to a particular dividend are determined as notified by the Company to ASX:

"Register" means the Company's share register maintained under sections 168 and 169 of the Act:

"Rules" means these Rules as may be amended from time to time pursuant to clause 13:

"Share" means a fully paid ordinary share in the capital of the Company and any other share in the Company that the Board may from time to time determine to be a "Share" for the purposes of these Rules:

"Shareholder" means, subject to clause 1.4, the person or entity whose name is (or in the case of a joint shareholding, all the persons or entities whose names are) entered in the Register as the holder of a Share:

"Share Registry" means Computershare Investor Services Pty Limited ACN 078 279 277 or such other share registry as the Company may from time to time determine by notice to Participants; and

"Variation Notice" means a written notice Shareholder (or sianed by each $\mathbf{a}$ Shareholder in the case of a joint shareholding) in accordance with clause 8.1 in the form prescribed or approved by the Board from time to time, which may (without limitation) be combined with, or form part of, any other form or notice including an Election Form.

$1.2$ General

In these Rules, unless the context otherwise requires:

• a reference to any legislation or $(a)$ legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
• the singular includes the plural and vice $(b)$ versa;

• a reference to any gender includes all $(c)$ qenders;

• a word denoting an individual or person (d) includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa:

• $(e)$ references to clauses are to clauses of these Rules:
• an expression defined in these Rules $(f)$ has the same meaning throughout;
• a reference to any document is to that $(q)$ document (and, where applicable, any provisions) as amended. $of$ its supplemented or replaced from time to time; and
• a reference to "dollars" or "\$" is to $(h)$ Australian currency.

$1.3$ Headings

In these Rules, headings are for convenience of reference only and do not affect interpretation.

Separate SRNs or HINs $1.4$

Where a Shareholder is, in respect of a distinct number of Shares held by that Shareholder, shown in the Register with separate shareholder reference numbers ("SRN") or holder identification numbers ("HIN"), for the purpose of these Rules, the Shareholder is taken to be a separate and distinct Shareholder in relation to each such SRN and each such HIN and Shares that may from time to time be entered in the Register in relation to that SRN and HIN.

$2.$ PARTICIPATION IN THE PLAN

$2.1$ Optional Participation

Participation in the BSP by a Shareholder is optional (at the choice of the Shareholder).

$2.2$ Eligible Shareholders

• Except as provided in clause 2.3, each Shareholder is eligible to participate in the BSP subject to:

• $(a)$ these Rules and the Constitution;

• $(b)$ if the Shareholder resides, or is shown in the Register as having an address, outside Australia, any applicable law of Australia or any other country; and

• any limitation on shareholding in the $(c)$ Company or participation in the BSP imposed by any law.

$2.3$ Non Resident Shareholders

The Board may determine that a shareholder is not eligible to participate in the BSP if the registered address of that Shareholder is in a country or place where the offer of a right to so participate would or might be unlawful, impossible or impracticable.

$3.$ EXTENT OF PARTICIPATION

$3.1$ Election to Participate

An election to participate in the BSP may, subject to these Rules, only be made by a Shareholder giving an Election Form to the Company at the Share Registry by 5.00pm on the Record Date.

Extent of Participation $3.2$

Subject to these Rules, a Shareholder may participate in the BSP in respect of either:

• all Shares entered in the Register in the $(a)$ Shareholder's name ("Full Participation"); or
• a specific number of the Shares $(b)$ entered in the Register in. the Shareholder's ("Partial name Participation").

However, if the nominated number of shares for participation in the BSP is greater than or equal to the number of Shares entered in the Register in the Shareholder's name at the Record Date, then the provisions of the BSP in respect of that dividend payment will, subject to clauses 12 and 13, apply to all Shares held by the Shareholder.

$3.3$ Election to Participate

A Shareholder must specify in an Election

Form the extent to which the Shareholder wishes to participate in the BSP by specifying either:

• Full Participation; or $(a)$
• $(b)$ Partial Participation.

$3.4$ Full Participation

In the case of Full Participation, all Shares entered in the Register in the Shareholder's name at the time of commencement of Full Participation and all Shares subsequently entered in the Register in the Shareholder's name are subject to the BSP.

$3.5$ Partial Participation

In the case of Partial Participation, the only Shares entered in the Register in the Shareholder's name which are subject to the BSP are the number of Shares specified by the Shareholder for participation in the BSP in accordance with clause 3.2(b).

$3.6$ Deemed Full Participation

An Election Form which does not specify the extent of participation in the BSP will be deemed to be for Full Participation and the Company will not be liable to a Shareholder for any loss, damage or claim in respect of that Shareholder's Participation as a result of the operation of this provision.

Dividend Reinvestment Plan - Effect $3.7$ on BSP Participation

If a DRP is also in operation, subject to the rules of the DRP:

• a Shareholder may, in respect of $(a)$ Shares entered in the Register in the Shareholder's name. elect partial participation in both the BSP and the DRP but Shares participating in the DRP cannot simultaneously participate in the BSP; and
• if a Shareholder elects to participate in $(b)$ both the BSP and DRP to such an extent that the aggregate number of Shares nominated to participate in both

the BSP and DRP is greater than the number of Shares entered in the Register in the Shareholder's name at the Record Date, the Company may, without notice to the Shareholder and at the discretion of the Company, reject the Election Form or may determine the participation extent $of$ of the Shareholder in the BSP and DRP in such way as the Company, in its discretion, deems fit. The Company shall not be liable to the Shareholder for any loss, damage or claim in Shareholder's of that respect participation in either or both of the BSP or DRP as a result of the operation of this provision.

OPERATION OF BSP $\overline{\mathbf{4}}$ .

4.1 Commencement of BSP

The BSP shall commence to operate on the date on which the BSP is approved by an ordinary resolution of Shareholders.

$4.2$ Application of BSP

• The BSP will operate in respect of $(a)$ each Dividend determined or paid by the Company after the date referred to in clause 4.1 unless otherwise determined by the Board from time to time.
• $(b)$ A Shareholder who applies to participate in the BSP shall by making such application be deemed to have elected pursuant to Article 28.1(b)(iii) of the Company's Constitution that the relevant Dividend shall not be declared or paid in respect of that Shareholder's BSP Participating Shares and that in lieu of the relevant Dividend. Participants who hold BSP Participating Shares on the Record Date will be issued fully paid bonus Shares.

• The relevant Dividend shall not be $(c)$ declared or paid in respect of a Shareholder's BSP Participating Shares but:

• $(i)$ the Shareholder shall be deemed for all other purposes of the Company's Constitution to have those entitlements in relation to the profits of the Company which the Shareholder would have had if those Shares were not BSP Participating Shares; and

• $(i)$ Shareholder shall the in. those BSP respect of Participating Shares be entitled to the benefits provided in these Rules.

4.3 Number of Shares

Subject to the discretion of the Board, the number of Shares ("S") to be allotted to a Participant in accordance with clause 4.2(b) is to be determined in accordance with the following formula:

S N X D (C or M as the case may be)

Where:

• N is the number of BSP Participating Shares held by the Participant on the Record Date:
• is the amount in dollars per Share of D the relevant Dividend which would have been payable on a BSP Participating Share if such Share had not been a BSP Participating Share;
• $\mathbf C$ is the Fixed Price in dollars per Share for the relevant dividend or, if there is no Fixed Price for the relevant dividend, C is equal to M.
• is the amount in dollars per Share of M the Market Price reduced by the discount (as determined by the Board from time to time in its absolute discretion and announced to ASX prior to or on the day a dividend is declared by the Board) subject to any maximum and/or minimum price (if applicable, as determined by the Board from time to time in its absolute

discretion and announced to ASX prior to or on the day a dividend is declared by the Board).

Notwithstanding the formula in this clause, the Board in its absolute discretion may determine the maximum number of additional fully paid bonus Shares which can issued in lieu of the relevant Dividend by each Participant. In that case, the balance of the relevant Dividend for which additional bonus Shares have not been issued in lieu of the relevant Dividend will be paid to the relevant Participant in money.

$4.4$ Whole Number

If any number determined in accordance with the formula in clause 4.3 is not a whole number, that number is to be rounded down to the nearest whole number.

Less than one Share 4.5

Clause 4.3 does not apply in respect of a Participant where the number determined in accordance with the formula in clause 4.3 is less than one, in which case no Shares are to be issued under the BSP to that Participant and the Participant is to be paid the Distribution Amount in money.

SHARES ISSUED UNDER THE BSP 5.

BSP to a Shares issued under the Participant:

• must be issued in accordance with the $(a)$ Constitution:
• rank equally in all respects with existing $(b)$ BSP Participating Shares of the same class: and
• must be entered in the same part of the $(c)$ Register as the part in which the Participant's BSP Participating Shares are entered at the time of the issue.

COSTS TO PARTICIPANTS 6.

No brokerage, commission, stamp duty or other transaction costs will be payable by a Participant in respect of any issue of Shares

under the BSP.

$\overline{z}$ STATEMENTS TO PARTICIPANTS

After each issue made under clause 4.3, the Company must forward to each Participant a statement detailing, as at the date of that issue:

• the number of the Participant's BSP $(a)$ Participating Shares at the relevant Record Date; and
• the number of Shares issued to the $(b)$ Participant under the BSP by that issue.

VARIATION OR TERMINATION OF 8. PARTICIPATION

$8.1$ Variation of Participation

Subject to clause 9, a Participant may by giving a Variation Notice to the Company prior to the Record Date:

• increase or decrease the number of the $(a)$ Participant's BSP Participating Shares; or
• $(b)$ terminate the Participant's Participation in the BSP.

$8.2$ Death or Bankruptcy of Participant

If a Participant dies or becomes bankrupt, Participation by the Participant and any other Participants with whom the deceased or bankrupt was a joint Participant terminates with effect from the time the Company receives notice of the death or bankruptcy of that Participant as the case may be.

BSP OF $9_r$ TRANSFER PARTICIPATING SHARES

$9.1$ Transfer of all Shares

Where a Participant transfers all of the Participant's Shares, the Participant is treated as having given notice to the Company to terminate Participation in the BSP on the last date when the Company registered the relevant transfer or instrument

of disposal of the Participant's Shares.

$9.2$ Transfer of some Shares

Where a Participant transfers some of the the Shares Participant's Shares. SO transferred are taken to comprise:

• Nonfirst Shares which are $(a)$ Participating Shares of that Participant (if any) and which are not participating in the DRP:
• secondly, to the extent that the number $(b)$ of Shares referred to in clause 9.2 (a) is insufficient to make up the full parcel of Shares transferred, Shares of that Participant participating in the DRP: and
• thirdly, to the extent that the number of $(c)$ Shares referred to in clauses 9.2(a) and (b) is insufficient to make up the full parcel of Shares transferred, BSP Participating Shares of that Participant.

$9.3$ Different Priority

Where a Participant transfers some of the Participant's Shares, and wishes those Shares to be comprised other than as specified in clause 9.2, the Participant may deliver a notice to the Company which specifies that particular Shares shall be the subject of a particular transfer. Such a notice shall not however be of any effect unless:

• it is received by the Company prior to $(a)$ the registration of the transfer to which the notice relates:
• it provides details sufficient to identify $(b)$ the transfer to which the notice relates including, but not limited to, the date on which any relevant instrument of transfer was executed and the number of Shares concerned;
• it identifies the number of Shares (if $(c)$ any) participating in the DRP and the BSP (as the case may be) which are to be the subject of the transfer; and(d) it is signed by or on behalf of the Shareholder in such manner as the

Company may require.

$9.4$ Cessation of Participation

A BSP Participating Share shall not cease to be a BSP Participating Share pursuant to a transfer unless or until the transfer has been reaistered $\overline{\mathsf{in}}$ accordance with the Constitution and any other relevant legal requirements.

ELECTION AND NOTICES $10.$

$10.1$ Form

Election Forms. Variation Notices and notices referred to in clause 9.3 must be in writing and must be in the form prescribed or approved by the Board from time to time.

Effectiveness of Notices $10.2$

Notices under these Rules (including, without limitation. Election Forms. Variation Notices and notices referred to in clause 9.3) will be effective on receipt by the Company at the Share Registry subject to:

• $(a)$ these Rules:
• in the case of Election Forms, $(b)$ Variation Notices or notices referred to in clause 9.3.
• approval by the Board which may $(i)$ be withheld in any case (in its absolute discretion);
• (ii) the appropriate entry having been made in the Register in respect of the BSP Participating Shares to which the Election Form, Variation Notice or notice referred to in clause 9.3 relates to record the Participation of the Participant in the BSP, or the variation of the Participation of the Participant in the BSP or the transfer (as the case requires);
• (iii) receipt by the Company by not later than 5.00pm on the Record Date in respect of the relevant Dividend; and

(iv) any other restrictions as to the period of notice which the Board may impose from time to time.

$10.3$ Time takes effect

Where an Election Form. Variation Notice or notice referred to in clause 9.3 has been approved and the appropriate entry has been made in the Register, the Election Form, Variation Notice or notice referred to in clause 9.3 shall take effect as from the time at which the entry was made.

10.4 Approval

Approval of an Election Form, Variation Notice or notice referred to in clause 9.3 may be withheld in any case at the absolute discretion of the Board, including, without limitation, if the Board has determined that approval of that Election Form, Variation Notice or notice referred to in clause 9.3 would prejudice the effective operation of the BSP or otherwise be contrary to law or eauity.

$10.5 -$ Notice Transferee bv or Transmittee

An Election Form, Variation Notice or notice under clause 9.3 given by a transferee or transmittee of Shares may be treated by the Company as an effective notice for the purposes of these Rules notwithstanding that the Shares were not registered in the name of the transferee or transmittee at the time the Election Form, Variation Notice or notice under clause 9.3 was given.

10.6 Invalid Notices

The Company is under no obligation to correct invalid Election Forms. Variation Notices or notices under clause 9.3 on behalf of Shareholders.

10.7 Notice by Company

A notice required by these Rules to be given to Shareholders may be served on. Shareholders at such time as the Board thinks fit by:

• despatch of the notice in writing to each $(a)$ Shareholder in accordance with the Constitution: or
• public announcement of the notice to $(b)$ ASX (in which case the date on which the notice is deemed to be served on Shareholders shall be the date on which the notice is first announced to ASX); or
• methods specified $(c)$ both the in. paragraphs (a) and (b) immediately above (in which case the date on which the notice is deemed to be served on Shareholders shall be the date on which the notice is first announced to ASX).

STOCK EXCHANGE LISTING $11.$

While Shares in the Company are granted official quotation by ASX, the Company must apply for official quotation by ASX of Shares issued under the BSP.

$12.$ SUSPENSION OF PLAN

$12.1$ Suspension

The Board in its absolute discretion may suspend the operation of the BSP at any time by notice to Shareholders.

$12.2$ Period of Suspension

Suspension of the BSP shall take effect from the first Business Day after payment of the relevant Dividend and issue of Shares under the BSP and shall continue until such time as the Board resolves either to recommence or to terminate the BSP. The date of any recommencement or termination of the BSP must be notified to Shareholders.

$12.3$ Effect of Suspension

As of the date of suspension, any Shares which may have been BSP Participating Shares immediately prior to that date shall cease to participate in the BSP and shall accordingly cease to be BSP Participating Shares, notwithstanding the entries which may appear in the Register on that date.

During the period of the suspension of the BSP. no Shares in the Company shall participate in the BSP, and no Shares shall be BSP Participating Shares for the purposes of these Rules notwithstanding the entries which may appear in the Register from time to time.

12.4 Recommence BSP

The Board may resolve to recommence the suspended BSP at any time on such conditions as it thinks fit. The date of any recommencement of the BSP must be notified to shareholders.

VARIATION. MODIFICATION AND $13.$ TERMINATION OF THE BSP

Variation. Modification and $13.1$ Termination of BSP

The BSP may be varied, modified or terminated by the Board at any time in its discretion notice to absolute bv Shareholders. The variation, modification or termination of the DRP shall take effect on and from the day the notice to vary, modify or terminate the DRP becomes effective pursuant to these Rules.

Effect of Variation and Modification $13.2$

A Participant will be taken to continue to participate in the BSP as varied or modified unless the Company is notified to the contrary by the Participant giving the
Company an Election Form or Variation Notice.

14. GENERAL

$14.1$ Dispute Resolution

The Board may settle, in the manner it considers appropriate, any difficulties, anomalies or disputes which may arise in connection with, or by reason of the BSP (or its operation) whether generally or in relation to any Participant or any Shares and the decision of the Board is conclusive and binding on all Participants and other persons to whom the decision relates.

$14.2$ Entries Conclusive

Subject to clause 12, the entries which have been made in the Register in respect of a Participant at any time pursuant to these Rules shall be conclusive in determining whether or not a Share is a BSP Participating Share and whether the holder of the Share at that time has the corresponding rights which attach under these Rules to a BSP Participating Share.

Errors in Register $14.3$

Neither the Company nor any of its officers, employees or advisers shall be liable in any way whatsoever to Shareholders for errors or omissions in the making of entries in the Register pursuant to these Rules or in the administration of the BSP.

$14.4$ Omission to give notice

The accidental omission to give notice of remodification. commencement. variation, suspension or termination or the non-receipt of any notice by any Shareholder shall not invalidate the re-commencement, variation, modification, suspension or termination of the BSP.

$14.5$ Taxation

The Company takes no responsibility for the taxation liabilities or arrangements of Shareholders and Participants and as individual circumstances varv may considerably, Shareholders and Participants should obtain their own specific taxation advice with respect to the BSP.

$14.6$ Waive Compliance

The Board reserves the right to waive strict compliance with any of the provisions of these Rules.

$14.7$ Governing Law

The BSP and its operations and the terms and conditions set out in these Rules shall be governed by the laws of Western Australia.

CTI LOGISTICS LIMITED A.B.N. 69 008 778 925

DIVIDEND ALTERNATIVES: ELECTION FORM (AND VARIATION NOTICE)

THIS DOCUMENT IS IMPORTANT Complete this form if:

• you wish to receive Shares under the Dividend Reinvestment Plan; or
• you wish to receive bonus Shares under the Bonus Share Plan in lieu of relevant Dividends;
• you wish to receive any combination of Shares under the Dividend Reinvestment Plan, Shares under the Bonus Share Plan and cash; or
• you wish to vary an election previously given.

IF YOU DO NOT COMPLETE THIS FORM YOU WILL AUTOMATICALLY RECEIVE YOUR DIVIDENDS IN CASH.

Name
Address
	Postcode. . ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Shareholder Reference No

(If a shareholder has more than one shareholder reference number, each shareholder reference number should be inserted and a separate Election Form prepared for each shareholder reference number).

TO COMPLETE THIS FORM CORRECTLY AND MAKE A VALID ELECTION SELECT ONLY ONE OF THE ALTERNATIVES SHOWN BELOW:

1. If FULL DIVIDEND REINVESTMENT PLAN ("DRP") Participation is required, insert "FULL".
2. If FULL BONUS SHARE PLAN ("BSP") Participation is required, insert "FULL".
3. If PARTIAL DRP Participation is required, insert the number of your Shares you would like to participate in the DRP. The relevant Dividend on the balance of your shareholding (if any) will be paid automatically in cash.		CASH Balance in cash
4. If PARTIAL BSP Participation is required, insert the number of your Shares you would like to participate in the BSP. The relevant Dividend on the balance of your shareholding (if any) will be paid automatically in cash.		CASH Balance in cash
DRP 5. If PARTIAL DRP Participation and PARTIAL BSP Participation is required, insert the number of your Shares you would like to participate in the DRP and BSP. The relevant Dividend on the balance of your shareholding (if any) will be paid automatically in cash.	BSP -	CASH Balance in cash (if any)
6. If you wish to TERMINATE your DRP Participation, insert "TERMINATE".
7. If you wish to TERMINATE your BSP PARTICIPATION, insert "TERMINATE".

Please sign form over page.

TO ENSURE PARTICIPATION OR VARIATION OF PARTICIPATION IN THE DIVIDEND REINVESTMENT PLAN AND/OR BONUS SHARE PLAN, THIS CORRECTLY COMPLETED FORM MUST BE RECEIVED AT THE SHARE REGISTRY, COMPUTERSHARE INVESTOR SERVICES PTY LIMITED, LEVEL 2, 45 ST GEORGE'S TERRACE, PERTH, WESTERN AUSTRALIA, 6000 BY 5PM ON THE RECORD DATE FOR THE RELEVANT DIVIDEND.

I/we apply to participate in the Dividend Reinvestment Plan and/or Bonus Share Plan according to the above election. I/we agree to be bound by the terms and conditions of the Rules of the Dividend Reinvestment Plan and/or Bonus Share Plan in respect of my/our nomination to participate in the DRP and/or BSP.

I/we hereby authorise CTI Logistics Limited to apply my/our relevant Dividend payment the subject of the Dividend Reinvestment Plan and/or Bonus Share Plan in respect of the Shares nominated by me/us in accordance with the terms and conditions of the DRP and/or BSP stipulated during my/our participation in the DRP and/or BSP.

I/we acknowledge that I/we may vary or terminate my/our participation in the Dividend Reinvestment Plan and/or Bonus Share Plan in writing in accordance with the terms and conditions of the DRP and/or BSP.

(See notes below for Lodgement/Signing instructions)	Please Sign:	Date:
Telephone No. (Home)		Telephone No. (Work)

Please provide both work and home telephone numbers (if applicable) so that we may reach you if we have any questions about this form.

LODGEMENT INSTRUCTIONS

All joint holders must sign.

A company must execute in accordance with section 127 of the Corporations Act 2001 Cth or by a fully authorised attorney and persons signing on behalf of a company hereby state that they are signing in accordance with that section.

If signed under Power of Attorney, the Attorney hereby states that no notice of revocation of the power has been received. If the Power of Attorney has not been noted by CTI Logistics Limited previously, it must be produced for noting.

ELECTION FORMS ARE TO BE SENT TO:

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED LEVEL 2, 45 ST GEORGE'S TERRACE PERTH WA 6000

If you require any further information, contact the Share Registry at the above address or telephone 1300 557 010 or facsimile (08) 9323 2033.

INVALID FORMS

Forms incomplete or incorrectly signed may be treated as invalid and the shareholder may receive the relevant Dividend in cash.

THIS DOCUMENT IS IMPORTANT

IF YOU DO NOT UNDERSTAND THIS DOCUMENT OR ANY PART OF IT, YOU SHOULD CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL FINANCIAL ADVISER IMMEDIATELY.