DEVELOP GLOBAL LIMITED — AGM Information 2008

Oct 1, 2008

JUTT HOLDINGS LIMITED ABN 28 122 180 205

NOTICE OF ANNUAL GENERAL MEETING

TIME: 10.00am (WST) DATE: 3 November 2008 PLACE: Level 1 35 Richardson Street WEST PERTH WA

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6424 9188

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	2
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	18
Schedule 1 – Terms and Conditions of Options – Resolution 3	19
Schedule 2 – Terms of Options (ASX: JUTOA) – Resolution 4	20
Schedule 3 – Terms of Director Options – Resolutions 9 and 10	22
Schedule 4 – Valuation of Director Options – Resolution 9	23
Schedule 5 – Valuation of Director Options – Resolution 10	24
Schedule 6 – Term of Options – Resolution 11	25
Proxy Form	26
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on 3 November 2008 at:

Level 1 35 Richardson Street WEST PERTH WA

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Jutt Holdings Limited, c/- PO Box 8694, Armadale VIC 3143;

• (b) facsimile to the Company on facsimile number (+61 3) 9822 7735,

so that it is received not later than 10.00am (WST) on 1 November 2008.

Proxy Forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 10.00am (WST) on 3 November 2008 at Level 1, 35 Richardson Street, West Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00pm (WST) on 1 November 2008.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2008.”

2. RESOLUTION 2 - APPROVAL FOR THE ISSUE OF SHARES TO LIBERTY MINING CORPORATION PTY LTD

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot 7,299,270 fully paid ordinary shares to Liberty Mining Corporation Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Liberty Mining Corporation Pty Ltd and any of its associates or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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3. RESOLUTION 3 – RATIFICATION OF PREVIOUS PLACEMENT

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 3,850,000 Shares and 3,850,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 2,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates however the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – RE-ELECTION OF TIM SUGDEN AS A DIRECTOR

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

“That, for the purpose of clause 20 of the Constitution and for all other purposes, Dr Tim Sugden, a Director who was appointed on 18 August 2008, retires, and being eligible, is re-elected as a Director.”

6. RESOLUTION 6 – RE-ELECTION OF MICHAEL MULRONEY AS A DIRECTOR

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

“That, for the purpose of clause 20 of the Constitution and for all other purposes, Mr Michael Mulroney, a Director who was appointed on 9 June 2008, retires, and being eligible, is re-elected as a Director.”

7. RESOLUTION 7 – RE-ELECTION OF AYAZ KHAN AS A DIRECTOR

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

“That, for the purpose of clause 22 of the Constitution and for all other purposes, Mr Ayaz Khan, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

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8. RESOLUTION 8 – PLACEMENT TO TIM SUGDEN

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 5,833,325 Shares to Dr Tim Sugden (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Tim Sugden (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 – APPROVAL FOR THE ISSUE OF OPTIONS TO TIM SUGDEN

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

“That, subject to the passing of Resolution 5, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 10,000,000 Director Options to Dr Tim Sugden (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Dr Tim Sugden (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. RESOLUTION 10 – APPROVAL FOR THE ISSUE OF OPTIONS TO MICHAEL MULRONEY

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

“That, subject to the passing of Resolution 6, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Director Options to Mr Michael Mulroney (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Michael Mulroney (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

11. RESOLUTION 11 – APPROVAL FOR ISSUE OF OPTIONS TO COMPANY SECRETARY

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

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“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot 10,000,000 Options to Ms Liza Carpene (or her nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ms Liza Carpene and any of her associates or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 28 SEPTEMBER 2008

BY ORDER OF THE BOARD

TIM SUGDEN MANAGING DIRECTOR

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10.00am (WST) on 3 November 2008 at Level 1, 35 Richardson Street, West Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in a reduction in the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report online at www.juttholdings.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2008.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3. RESOLUTION 2 – APPROVAL FOR THE ISSUE OF SHARES TO LIBERTY MINING CORPORATION PTY LTD

3.1 General

Resolution 2 seeks approval for the Company to issue 7,299,270 Shares to Liberty Mining Corporation Pty Ltd (Liberty Mining) pursuant to the terms of the Joint Venture Agreement dated 18 December 2006 between Jutt Resources Pty Ltd, Liberty Mining and Ourwest Corporation Pty Ltd (JV Agreement). Under the terms of the JV Agreement, the Company, through its subsidiary Jutt Resources Pty Ltd, has the option within 90 days of the date that it earns its initial interest in the joint venture, once it earned its initial 70% participating interest in the joint venture with Liberty Mining, to acquire a further 20% interest in the joint venture by:

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• (a) the payment of $500,000 to Liberty Mining; and

• (b) the issue of Shares in the Company to Liberty Mining equal to $1,000,000 based on the volume weighted average price of the Shares of the Company calculated over the seven (7) trading day period prior to the date the option is exercised.

In consideration of Liberty Mining agreeing to an extension of time to exercise this option, Liberty Mining and Jutt have agreed to set the price of the Shares at $0.137 per Share, a slight discount to the average trading price. Accordingly, 7,299,270 Shares will be issued if Resolution 2 is passed as part consideration for the exercise of the option.

The effect of Resolution 2 will be to allow the Directors to issue 7,299,270 Shares to Liberty Mining.

3.2 ASX Listing Rules

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the maximum number of Shares to be issued is 7,299,270 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price will be $0.137 per Share, being the price agreed by the Company and Liberty Mining as part consideration for the exercise of the option to acquire the additional 20% joint venture interest under the JV Agreement;

• (d) the Shares will be allotted and issued to Liberty Mining (or its nominee);

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from the issue of the Shares to Liberty Mining as they will be issued as part consideration for the acquisition of the additional 20% participating interest in the joint venture as per the terms of the JV Agreement.

4. RESOLUTION 3 – RATIFICATION OF PREVIOUS PLACEMENT

4.1 General

On 27 August 2008, the Company completed a placement to sophisticated investors of 3,850,000 Shares together with one (1) free Option for every Share issued.

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The sophisticated investor subscribers pursuant of the Shares and Options were not related parties of the Company.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 ASX Listing Rules

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:

• (a) 3,850,000 Shares and 3,850,000 Options were issued and allotted;

• (b) the Shares were issued at a price of $0.10 per Share. The Options were issued for nil cash consideration;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Options were issued on the terms and conditions set out in Schedule 1. Upon exercise of the Options, the Shares will rank pari passu with the existing Shares on issue;

• (d) the Options were allotted and issued to the following participants:

Name	No. of Shares	No. of Options
Sunndance Pty Ltd	500,000	500,000
Merinda Holdings Pty Ltd Super Fund A/C>	500,000	500,000
Wythenshawe Pty Ltd	1,000,000	1,000,000
Stateline Investments Pty Ltd Family A/C>	150,000	150,000
Ms Kyllie Ann Whitehead & Mr Jayson Maxwell McLeish Super Fund A/C>	50,000	50,000
Scintilla Strategic Investments Ltd	350,000	350,000
Technivest Holdings Pty Ltd	150,000	150,000

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HSBC Custody Nominees (Australia) Limited	500,000	500,000
Linkville Investments Pty Ltd Super Fund>	75,000	75,000
Mr Jon Biesse & Mrs Esther Joy Biesse	50,000	50,000
Mrs Susanne Alana Bossong	25,000	25,000
Gregory Allan Hunt	200,000	200,000
JAWP Pty Ltd	300,000	300,000

(e) as announced to ASX on 19 August 2008, the funds raised from the issue of the Shares and Options will be used toward the continued exploration programme at the Company’s Liberty-Indee project and towards the Company’s general working capital.

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE - OPTIONS

5.1 General

On 3 June 2008, the Company issued 2,000,000 Options (ASX Code: JUTOA) to Argonaut Capital Limited (Argonaut) and its nominees as consideration for Argonaut acting as underwriter of the entitlement issue undertaken by the Company pursuant to the Entitlement Issue Prospectus dated 28 April 2008.

The subscribers pursuant to this issue were not related parties of the Company.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2

ASX Listing Rules

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Sections 3.2 and 4.2 above.

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4:

• (a) 2,000,000 Options were allotted;

• (b) the Options were issued for $0.005 per option to raise $10,000;

• (c) the terms of the Options are outlined in Schedule 2. Upon exercise of the Options, the Shares will rank pari passu with the existing Shares on issue;

• (d) the Options were allotted and issued to the following parties:

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Name	No. of Options
Argonaut Investments Pty Limited	1,000,000
Argonaut Equity Partners Pty Limited	431,500
AFM Perseus Fund Limited	137,000
Mr Craig Ian Burton	431,500

(e) the funds raised from the issue of the Options were allocated toward the general working capital of the Company.

6. RESOLUTION 5 – RE-ELECTION OF TIM SUGDEN AS A DIRECTOR

Clause 20.5 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Corporations Act.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Dr Tim Sugden was appointed as a director of the Company on 18 August 2008 and being eligible seeks re-election.

7. RESOLUTION 6 – RE-ELECTION OF MICHAEL MULRONEY AS A DIRECTOR

Clause 20.5 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Corporations Act.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Mr Michael Mulroney was appointed as a director of the Company on 9 June 2008 and being eligible seeks re-election.

8. RESOLUTION 7 – RE-ELECTION OF MR AYAZ KHAN AS A DIRECTOR

8.1 General

Clause 22 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires by rotation under clause 22 of the Constitution is eligible for re-election.

Mr Ayaz Khan retires by rotation and seeks re-election.

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9. RESOLUTION 8 – PLACEMENT TO TIM SUGDEN

9.1 General

The Directors have agreed, subject to obtaining Shareholder approval, to issue and allot a total of 5,833,325 Shares (Sugden Shares) to Dr Tim Sugden (or his nominee) (Related Party) on the terms and conditions set out below.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The grant of the Sugden Shares to the Related Party requires the Company to obtain Shareholder approval because the grant of the Sugden Shares constitutes giving a financial benefit and as a Director, Dr Tim Sugden is a related party of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of the Sugden Shares to the Related Party.

9.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Sugden Shares:

• (a) the related party is Dr Tim Sugden, a Director of the Company;

• (b) the maximum number of Sugden Shares (being the nature of the financial benefit being provided) to be granted to the Related Party is 5,833,325 Shares;

• (c) the Sugden Shares will be issued to the Related Party no later than 1 month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Sugden Shares will be issued on one date;

• (d) the Sugden Shares will be granted at an issue price of $0.06 per Share. Accordingly $350,000 will be raised;

• (e) funds raised from the issue of the Shares will be allocated towards the general working capital of the Company.

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• (f) the Sugden Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (g) the price of the Sugden Shares has been set at the same price that the Company undertook the recent entitlement issue announced to ASX on 19 September 2008;

• (h) Dr Tim Sugden does not currently hold any interest in any securities in the Company, however pursuant to Resolution 9, the Company is seeking the approval of Shareholders to issue 10,000,000 Director Options to Dr Tim Sugden (or his nominee). Shareholders are directed to Section 10 below for additional information on those Options;

• (i) the remuneration and emoluments from the Company to the Related Party since his appointment on 18 August 2008 is set out below:

Related Party	$
Tim Sugden	$13,275

• (j) if the Sugden Shares are issued to the Related Party a total of 5,833,325 Shares will be issued to Dr Tim Sugden (or his nominee). The issue of the Shares will increase the number of Shares on issue from 69,037,064 Shares to 74,870,389 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by 7.79%;

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out below:

	Price	Date
Highest	$0.30	17 December 2007
Lowest	$0.054	4 March 2008
Last	$0.11	23 September 2008

(l) the primary purpose of the grant of Sugden Shares to Dr Tim Sugden is to give Dr Sugden the opportunity to invest in the Company to which he has been appointed the Managing Director. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Sugden Shares upon the terms proposed;

• (m) Dr Tim Sugden declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 8, recommend that Shareholders vote in favour of Resolution 8. The Board (other than Dr Tim Sugden) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Sugden Placement Securities to the Related Party as approval is being obtained under ASX

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Listing Rule 10.11. Accordingly, the issue of Sugden Placement Securities to the Related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

10. RESOLUTIONS 9 TO 10 – APPROVAL OF DIRECTOR OPTIONS

10.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue the following number of Options (Director Options) to each of Dr Tim Sugden and Mr Michael Mulroney (or their nominees) (Related Parties) on the terms and conditions set out below:

Director	No. of Director Options
Tim Sugden	10,000,000
Michael Mulroney	1,000,000

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The grant of the Director Options to the Related Parties requires the Company to obtain Shareholder approval because the grant of Director Options constitutes giving a financial benefit and as Directors, Dr Tim Sugden and Mr Michael Mulroney are related parties of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Director Options to the Related Parties.

10.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options:

• (a) the related parties are Dr Tim Sugden and Mr Michael Mulroney, each a Director of the Company;

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(b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is as follows:

Director	No. of Director Options
Tim Sugden	10,000,000
Michael Mulroney	1,000,000

(c) the Director Options will be granted to the Related Parties no later than 1 month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on one date;

(d) the Director Options will be granted at the following issue price:

Director	No. of Director Options	Issue Price
Tim Sugden	10,000,000	Nil
Michael Mulroney	1,000,000	$0.001

Accordingly a total of $1,000 will be raised from the issue;

(e) the Director Options are issued on the following terms and conditions and otherwise on the terms and conditions set out in Schedule 3:

Director	No. of	Vesting Date	Exercise	Expiry Date
	Director		Price
	Options
Tim	2,500,000	Date of issue	$0.15	28 May 2011
Sugden
	2,500,000	Twelve months	$0.15	28 May 2011
		from date of issue
	2,500,000	Date of issue	$0.20	1 June 2011
	2,500,000	Twelve months	$0.20	1 June 2011
		from date of issue
Michael	1,000,000	Date of issue	$0.15	28 May 2011
Mulroney

(f) the value of the Director Options for Resolutions 9 and 10 and the pricing methodology is set out in Schedules 4 and 5 respectively;

(g) the relevant interests of the Related Party in securities of the Company are set out below:

Related Party	Shares	Options
Tim Sugden	Nil	Nil
Michael Mulroney	1,860,683	1,029,350

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(h) the remuneration and emoluments from the Company to the Related Party since their date of appointment is set out below:

Related Party	$
Tim Sugden	$13,275
Michael Mulroney	$20,000

(i) if the Director Options granted to the Related Parties are exercised, a total of 11,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 69,037,064 to 80,037,064 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Issued Shares as at the date of this Notice of Meeting*	Director Options to be issued	Issued Shares upon exercise of all Director Options	Dilutionary effect upon exercise of Director Options
Tim Sugden	69,037,064	10,000,000	79,037,064	12.65%
Michael Mulroney	69,037,064	1,000,000	70,037,064	1.43%
Total	69,037,064	11,000,000	80,037,064	13.74%

The market price for Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company;

(j) any funds raised through the exercise of the Director Options will be allocated towards the Company’s general working capital;

• (k) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out below:

	Price	Date
Highest	$0.30	17 December 2007
Lowest	$0.054	4 March 2008
Last	$0.11	22 September 2008

(l) the primary purpose of the grant of Director Options to each of Dr Tim Sugden and Mr Michael Mulroney is to provide cost effective consideration for their ongoing commitment and contribution to the Company in their roles as Directors. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options upon the terms proposed;

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• (m) the Board acknowledges the grant of Director Options to Mr Michael Mulroney is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Director Options to Mr Michael Mulroney is reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves;

• (n) Dr Tim Sugden declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 9, recommend that Shareholders vote in favour of Resolution 9. The Board (other than Dr Tim Sugden) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution;

• (o) Mr Michael Mulroney declines to make a recommendation to Shareholders in relation to Resolution 10 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 10, recommend that Shareholders vote in favour of Resolution 10. The Board (other than Mr Michael Mulroney) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to the Related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

11. RESOLUTION 11 – APROVAL FOR ISSUE OF OPTIONS TO COMPANY SECRETARY

11.1 General

Resolution 11 seeks approval for the issue of 10,000,000 Options to Ms Liza Carpene, the Company Secretary of the Company.

11.2 ASX Listing Rules

A summary of the requirements of ASX Listing Rule 7.1 is contained in Section 3.2 above.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 11:

• (a) the maximum number of Options to be issued is 10,000,000 Options;

• (b) the Options will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil consideration as part of the remuneration package agreed prior to the appointment of the Company Secretary;

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• (d) the Options will be allotted and issued to Ms Liza Carpene, the Company Secretary of the Company, (or her nominee);

• (e) the Options will be issued on the following terms and conditions and otherwise on the terms and conditions outlined in Schedule 6:

No. of Options	Vesting Date	Exercise Price	Expiry Date
2,000,000	Date of issue	$0.15	28 May 2011
2,000,000	Twelve months from date of issue	$0.15	28 May 2011
1,500,000	Date of issue	$0.25	1 June 2011
1,500,000	Twelve months from date of issue	$0.25	1 June 2011
1,500,000	Date of issue	$0.35	1 June 2011
1,500,000	Twelve months from date of issue	$0.35	1 June 2011

• (f) Upon exercise of each Option, the Shares issued will rank pari passu with the Company’s existing Shares on issue;

• (g) no funds will be raised from the issue of the Options as they will be issued as part of the remuneration package agreed with the Company Secretary prior to her appointment as Company Secretary of the Company.

12. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+61 8) 6424 9188 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Jutt Holdings Limited (ABN 28 122 180 205).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director Option means an Option granted to a Director.

Directors means the directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Annual General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Option Holder means a holder of an Option.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS OF OPTIONS – RESOL UTION3

The terms of the Options issued pursuant to Resolution 3 are as follows:

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option entitles the holder to subscribe for one ordinary fully paid Share.

• (b) The Options expire on 31 July 2009.

• (c) The Share allotted on exercise of an Option shall be issued at the exercise price of $0.20 per share.

• (d) The issue price of a Share the subject of an Option shall be payable in full on exercise of the Option by the Eligible Person (or, if applicable, their nominee).

• (e) The Company will apply for official quotation on ASX of the Options.

• (f) Options shall be exercisable by the delivery to the registered office of Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options, accompanied by the relevant Option Certificate (if any) and a cheque made payable to Company for the subscription price for the Shares.

• (g) An exercise of only some Options shall not affect the rights of the Option holder under the balance of the Options held by him or her as appropriate.

• (h) Company shall allot the resultant Share and deliver notification of share holdings within five business days of the exercise of an Option.

• (i) Shares allotted pursuant to an exercise of Options shall rank from the date of allotment, equally with existing Shares of Company in all respects.

• (j) Company shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for official quotation by the ASX.

• (k) The Option holder will be permitted to participate in any new pro-rata issue of securities of Company subject to the prior exercise of the Options, in which case the Option holder will be notified by Company of the proposed pro-rata issue at least 9 business days before the books closing date (to determine entitlements to the issue) and afforded that period to exercise the Options.

• (l) In the event of any reorganisation (including consolidation, subdivision, reduction or return of capital) of the issued capital of Company, the rights of an option holder will be changed to the extent necessary to comply with the listing rules of the ASX applying to a reorganisation of capital at the time of the reorganisation.

The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

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SCHEDULE 2 – TERMS OF OPTION (ASX:JUTOA) – RESOLUTION 4

The terms of the Options issued pursuant to Resolution 4 are as follows:

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Option Holder the right to subscribe for one Share. To obtain the right given by each Option, the Option Holder must exercise the Options in accordance with the terms and conditions of the Options.

• (b) The Options will expire at 5:00 pm (WST) on 15 June 2009 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Option will be $0.10 (Exercise Price).

• (d) The Options held by each Option Holder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. Where less than 1,000 Options are held, all Options must be exercised together.

• (e) An Option Holder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h)

• The Options are transferable.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j)

• The Company will apply for quotation of the Options on ASX.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Option Holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Option Holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Option Holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

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• (m) Other than pursuant to term (n), an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

• (n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Option Holder would have received if the Option had been exercised before the record date for the bonus issue.

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SCHEDULE 3 – TERMS OF DIRECTOR OPTIONS – RESOLUTIONS 9 AND 10

The general terms of the Director Options to be issued pursuant to Resolutions 9 and 10 are as follows:

• (a) Each Director Option entitles the holder to subscribe for one ordinary fully paid Share.

• (b) The issue price of a Share the subject of a Director Option shall be payable in full on exercise of the Director Option by the Director Option Holder (or, if applicable, his or her nominee).

• (c) The Director Options shall not be capable of assignment.

• (d) The Company will not apply for official quotation on ASX of the Director Options.

• (e) Director Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Director Option holder to exercise all or a specified number of Director Options, accompanied by the relevant Director Option Certificate (if any) and a cheque made payable to the Company for the subscription price for the Shares.

• (f) An exercise of only some Director Options shall not affect the rights of the Director Option holder under the balance of the Director Options held by him or her as appropriate.

• (g) The Company shall allot the resultant Shares and deliver notification of share holdings within five business days of the exercise of a Director Option.

• (h) Shares allotted pursuant to an exercise of Director Options shall rank from the date of allotment, equally with existing Shares of the Company in all respects.

• (i) The Company shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Director Options listed for official quotation by the ASX.

• (j) The Director Option holder will be permitted to participate in any new pro-rata issue of securities of the Company subject to the prior exercise of the Director Options, in which case the Director Option holder will be notified by the Company of the proposed pro-rata issue at least 9 business days before the books closing date (to determine entitlements to the issue) and afforded that period to exercise the Director Options.

• (k) In the event of any reorganisation (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the rights of a Director Option holder will be changed to the extent necessary to comply with the listing rules of the ASX applying to a reorganisation of capital at the time of the reorganisation.

• (l) The Director Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Director Options.

• (m) A Director Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Director Option can be exercised.

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SCHEDULE 4 – VALUATION OF DIRECTOR OPTIONS – RESOLUTION 9

The Director Options to be issued to the Related Party pursuant to Resolution 9 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed a value, as follows:

Resolution 9 – Director Options issued to Tim Sugden

Assumptions:
Valuation date	22 September 2008	22 September 2008
Market price of Shares	$0.11	$0.11
Exercise price	$0.15	$0.15
Expiry date	28 May 2011	28 May 2011
Life of Options (Months)	32.15	32.15
Risk free interest rate	5.65%	5.65%
Volatility	77%	77%
Black-Scholes Valuation per Option	$0.0469	$0.0469
Discount for vesting	-	5%
Discount for unlisted status	5%	5%
Indicated value per Option	$0.045	$0.042
Number of Director Options	2,500,000	2,500,000
Value of Director Options	$111,491.65	$105,917.07
TOTAL VALUE	$217,408.72
Assumptions:
Valuation date	22 September 2008	22 September 2008
Market price of Shares	$0.11	$0.11
Exercise price	$0.20	$0.20
Expiry date	1 June 2008	1 June 2008
Life of Options (Months)	32.28	32.28
Risk free interest rate	5.65%	5.65%
Volatility	77%	77%
Black-Scholes Valuation per Option	$0.0389	$0.0389
Discount for vesting	-	5%
Discount for unlisted status	5%	5%
Indicated value per Option	$0.037	$0.035
Number of Director Options	2,500,000	2,500,000
Value of Director Options	$92,308.11	$87,692.70
TOTAL VALUE	$180,000.81

Note: The valuations noted above are not necessarily the market prices that the Director Options could be traded at and they are not automatically the market prices for taxation purposes.

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SCHEDULE 5 – VALUATION OF DIRECTOR OPTIONS – RESOLUTION 10

The Director Options to be issued to the Related Party pursuant to Resolution 10 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed a value, as follows:

Resolution 10 – Michael Mulroney

Assumptions:
Valuation date	22 September 2008
Market price of Shares	$0.11
Exercise price	$0.15
Expiry date	28 May 2011
Life of options (Months)	32.75
Risk free interest rate	5.65%
Volatility	77%
Black-Scholes Valuation per Option	$0.0510
Indicative value per Director Option	$0.048
Number of Director Options	1,000,000
Total Value of Director Options	$48,409.43

Note: The valuation noted above is not necessarily the market prices that the Director Options could be traded at and they are not automatically the market prices for taxation purposes.

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SCHEDULE 6 – TERMS OF OPTIONS – RESOL UTION 11

The general terms of the Options to be issued pursuant to Resolution 11 are as follows:

• (a) Each Option entitles the holder to subscribe for one ordinary fully paid Share.

• (b) The issue price of a Share the subject of a Option shall be payable in full on exercise of the Option by the Option Holder (or, if applicable, his or her nominee).

• (c) The Options shall not be capable of assignment.

• (d) The Company will not apply for official quotation on the ASX of the Options.

• (e) Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options, accompanied by the relevant Option Certificate (if any) and a cheque made payable to the Company for the subscription price for the Shares.

• (f) An exercise of only some Options shall not affect the rights of the Option holder under the balance of the Options held by him or her as appropriate.

• (g) The Company shall allot the resultant Shares and deliver notification of share holdings within five business days of the exercise of an Option.

• (h) Shares allotted pursuant to an exercise of Options shall rank from the date of allotment, equally with existing Shares of the Company in all respects.

• (i) The Company shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for official quotation by the ASX.

• (j) The Option holder will be permitted to participate in any new pro-rata issue of securities of the Company subject to the prior exercise of the Options, in which case the Option holder will be notified by the Company of the proposed pro-rata issue at least 9 business days before the books closing date (to determine entitlements to the issue) and afforded that period to exercise the Options.

• (k) In the event of any reorganisation (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the rights of a Option holder will be changed to the extent necessary to comply with the listing rules of the ASX applying to a reorganisation of capital at the time of the reorganisation.

• (l) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

• (m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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PROXY FORM

APPOINTMENT OF PROXY JUTT HOLDINGS LIMITED ACN 122 180 205

ANNUAL GENERAL MEETING

	ANNUAL GENERAL MEETING
I/We
of
	being a member of Jutt Holdings Limited entitled to attend and vote at the Annual General
	Meeting, hereby
Appoint
	Name of proxy
OR	the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 10.00am (WST), on 3 November 2008 at Level 1, 35 Richardson Street, West Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 2 to 4 or Resolutions 8 to 11 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 2 to 4 or Resolutions 8 to 11 and that votes cast by the Chair of the Annual General Meeting for Resolutions 2 to 4 or Resolution 8 to 11 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 2 to 4 or Resolution 8 to 11 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 2 to 4 or Resolutions 8 to 11.

OR

Voting on Business of the Annual General Meeting

Resolution 1 – Adoption of Remuneration Report Resolution 2 – Approval for the issue of Shares to Liberty Mining Corporation Pty Ltd Resolution 3 – Ratification of previous Placement Resolution 4 – Ratification of prior issue of Options Resolution 5 – Re-election of Tim Sugden as a Director Resolution 6 – Re-election of Michael Mulroney as a Director Resolution 7 – Re-election of Mr Ayaz Khan as a Director Resolution 8 – Placement to Tim Sugden Resolution 9– Approval for the issue of Options to Tim Sugden Resolution 10 – Approval for the issue of Options to Michael Mulroney Resolution 11 – Approval for the issue of Options to Company Secretary

FOR AGAINST ABSTAIN

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s):

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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JUTT HOLDINGS LIMITED ABN 28 122 180 205

Instructions for Completing ‘Appointment of Proxy’ Form

1.

(Appointing a Proxy): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

(Direction to Vote): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3.

(Signing Instructions):

• (Individual): Where the holding is in one name, the member must sign.

• (Joint Holding): Where the holding is in more than one name, all of the members must sign.

• (Power of Attorney): If you have not already provided 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Jutt Holdings Limited, c/- PO Box 8694, Armadale, VIC 3143; or

• (b) facsimile to the Company on facsimile number +61 3 9822 7735,

so that it is received not later than 10.00am (WST) on 1 November 2008.

Proxy forms received later than this time will be invalid.

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