DUBBER CORPORATION LIMITED — Proxy Solicitation & Information Statement 2007

Nov 22, 2007

ABN 64 089 145 424

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Notice of General Meeting

Notice is given to the members of Olea Australis Limited ABN 64 089 145 424 (“Company”) that a general meeting of the Company will be held at the Ascot Quays Apartment Hotel at 150 Great Eastern Highway, Ascot, Western Australia on Friday, 21 December 2007 at 10:00am.

Business

Disposal of main undertaking

To consider, and if thought fit, to pass the following resolution as a special resolution:

“That for the purposes of ASX Listing Rule 11.2, approval is given for Olea Australis Limited to dispose of its main undertaking to the Buyers in accordance with the Asset Sale Agreement as described in the explanatory memorandum accompanying this notice of meeting.”

Entitlement to vote

The board has determined that for the purposes of the meeting, shares will be taken to be held by the persons who are the registered holders at 5:00pm on Wednesday 19 December 2007. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting exclusion statement

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

• 1 persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• 2 an associate of those persons.

However, the company need not disregard a vote if it is cast by:

• 1 a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 2 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.

Proxies

A member entitled to attend and cast 2 or more votes is entitled to appoint not more than 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Where 2 proxies are appointed and the appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

A proxy need not be a member.

ABN 64 089 145 424

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Notice of General Meeting

Proxy forms must be received/deposited at: Registered Office: Unit 1/127 Grandstand Road, ASCOT WA 6104 Postal Address: PO Box 200 Cloverdale WA 6985 Facsimile number: (08) 9277 9080 not less than 48 hours before the time for holding the meeting.

A proxy form is attached to this notice.

By order of the Board

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Stephen Rohde Company Secretary

22 November 2007

ABN 64 089 145 424

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Explanatory memorandum to shareholders

This Explanatory Memorandum has been prepared to assist shareholders to understand the business to be put to shareholders at the forthcoming general meeting.

1 Disposal of main undertaking

1.1 Background

In June 2007 the Board of Directors, and management generally, of Olea Australis Limited ( Olea or the Company ) and its subsidiaries underwent significant change. Since then, the Directors of Olea ( Directors ) have conducted a complete review of Olea’s operations, including many aspects of its day to day operations, as well as the long term strategic direction of the Company.

The Directors acknowledge that Olea has traded at a significant discount to its net tangible assets (NTA) for some time. On a volume weighted average value basis over the past 6 months, Olea’s shares have traded at an average of 1.9 cents, compared to a book value NTA at 30 June 2007 of 2.3 cent per share, which the Directors believed still significantly undervalued the Company.

Given the Company’s position, and the current share market valuation, the Directors reconsidered the long-term direction of the Company.

If the Company was to continue as is, with the maturation of the olive grove and the increase in harvest volumes, it could move towards an operating cash positive position. However, even at the peak of its production, Olea would still be a small company (as compared to other Australian Stock Exchange ( ASX ) listed entities) with an overhead structure consistent with the requirements of a company listed on the ASX. Furthermore, it would have ongoing capital requirements as the harvest volumes increase.

Accordingly, the Directors considered whether there were other more effective ways to unlock value for shareholders.

Having held discussions with several interested parties, and considering proposals such as merging, selling or diversifying Olea’s operations, the Directors have concluded that an offer from wholly owned subsidiaries of Great Southern Limited ( Buyers ) presented the best outcome for shareholders going forward.

Subject to Olea shareholder approval, Olea has agreed to sell to the Buyers, and the Buyers have agreed to purchase, a substantial proportion of all of the assets owned by Olea for a price that could exceed $21 million on terms, conditions and provisions set out in the Asset Sale Agreement ( Agreement ). The sale of assets by Olea to the Buyers would include the land at Dandaragan including the olive grove, buildings and all associated plant and equipment, but would exclude the Dandaragan Estate brand ( Brand ).

The sale of the assets contemplated by the Agreement would result in Olea holding the following assets:

• the Brand, under which Olea will continue, as an ASX listed company, to sell high quality extra virgin olive oil;

• a receivable representing the balance of the purchase price;

• receivables representing the remaining of the sale proceeds from the 2007 harvest;

ABN 64 089 145 424

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Explanatory memorandum to shareholders

• income from the 2008 harvest as described in clause 1.3(e) below; and

• cash.

1.2 ASX Listing Rule 11.2

Chapter 11 of the ASX Listing Rules sets out requirements that an entity must satisfy if it proposes a significant change to its activities. Listing Rule 11.2 provides that where a significant change involves the entity selling its main undertaking, the entity must get the approval of holders of its ordinary securities.

The purpose of Listing Rule 11.2 is to give security holders an opportunity to have their say regarding the proposed change, where the change contemplated would have the effect of significantly changing a security holder’s investment.

1.3 Agreement

A summary of the key terms of the Agreement is set out below:

• (a) The parties to the Agreement are as follows:

• (1) Dandaragan Olive Holdings Ltd, Olea Australis Processing Pty Ltd and Dandaragan Olives Management Ltd ( Sellers );

• (2) Olea;

• (3) Olea Australis Marketing Pty Ltd ( Olea Marketing ); and

• (4) Buyers.

• (b) The Buyers agree to purchase from the Sellers and the Sellers agree to sell to the Buyers, the land including the olive trees, processing equipment and general plant and equipment. The Brand owned by the Sellers is excluded from the sale.

• (c) The Agreement is conditional on: (1) Olea obtaining approval from its shareholders to the purchase of the assets by the Buyers; and

• (2) The successful renewal and transfer to one of the buyers of the water license, currently owned by one of the Sellers. If the water licence is not renewed by 31 March 2008 the Agreement will come to an end.

• (d) The Purchase Price must be paid by the Buyers to the Sellers as follows:

• (1) $8.0 million on the settlement date (anticipated to be on 7 January 2008, or, if the water license has not been renewed by 7 January 2008, then 5 business days after the water license is renewed), with adjustments as provided for by the Agreement; and

• (2) $10.75 million on 1 July 2008 (to be secured by an unconditional bank guarantee). An amount estimated to be $710,000 is subject to certain terms and conditions being met by December 2008.

• (e) The Sellers will receive a share of the proceeds of the realisation of the 2008 harvest:

ABN 64 089 145 424

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Explanatory memorandum to shareholders

• (1) If the proceeds are $2 million or less then the proceeds are paid to the Sellers.

• (2) If the proceeds exceed $2 million, then the Sellers will receive $2 million, plus 50% of any amount by which the proceeds exceed $2 million.

• (f) All costs arising out of the management of the olive orchard, harvesting and the processing of the olives will be borne by the Buyers from the date of the shareholders’ meeting approving the sale.

• (g) Olea Marketing agrees that, subject to the Buyers being in a position to supply and the quality of the extra virgin olive oil, it will purchase 50,000 litres of Dandaragan Estate 2008 extra virgin olive oil at the average wholesale price.

• (h) The Buyers will appoint Olea as a marketing agent for the sale of the 2008 Harvest. Olea Marketing will be reimbursed for 50% of all reasonable out of pocket expenses in carrying out its functions as agent and the cost of any additional storage of the oil from the 2008 Harvest where there is insufficient storage at the Dandaragan processing plant, up to $50,000.

• (i) All full time employees of the Sellers employed at the Dandaragan olive grove will be offered employment by the Buyers on terms that are comparable or superior to their existing terms of employment.

1.4 Outcome for Olea shareholders

The table below sets out the cash outcomes which may be achieved by Olea from the 2008 harvest. The various cash outcomes have been projected on the basis of the amount of olive oil produced, as given in the table below and the general price obtained for extra virgin olive oil in 2007.

Assumed 2008 Harvest	450,000	500,0001	550,000	600,000	650,000
(in litres)
Assumed Price	$5.00	$5.00	$5.00	$5.00	$5.00
(per litre)
Base payment	$2,000,000	$2,000,000	$2,000,000	$2,000,000	$2,000,000
Bonus payment (50%)	$125,000	$250,000	$375,000	$500,000	$675,000
Settlement (Jan 08)	$8,000,000	$8,000,000	$8,000,000	$8,000,000	$8,000,000
Settlement	$10,750,000	$10,750,000	$10,750,000	$10,750,000	$10,750,000
(Jul 08)
Total proceeds	$20,875,000	$21,000,000	$21,125,000	$21,250,000	$21,375,000
Proforma NTA per	2.99 cents	3.01 cents	3.03 cents	3.05 cents	3.07 cents
share2

ABN 64 089 145 424

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Explanatory memorandum to shareholders

Notes:

1 2007 actual harvest was 510,000 litres.

• 2 Based on the audited balance sheet as at 30 June 2007 and the transaction as detailed with full payment and the harvest volumes as per the table.

It is the Directors’ intention to return a significant majority of the cash to shareholders by way of dividend or return of capital, subject to the requirements of the Corporations Act and tax considerations. Only sufficient funds will be retained by the Company to allow it to continue its operations and to ensure that the value of the remaining assets of the Company will be maximised for shareholders.

The Company will have franking credits available and it will endeavor to utilise these to the maximum permitted amount. The timing of the payments to shareholders will depend on the cash flows from the Agreement, as outlined above, and the requirement for any necessary rulings from the Australian Taxation Office.

1.5 Future operations of Company

While the Company will continue to trade as a seller of high quality extra virgin olive oil under the Brand, the Directors will continue to look for other possible uses of the company vehicle subject to, where appropriate, shareholder approval.

2 Directors’ recommendation

The Directors of the Company have unanimously agreed to recommend that shareholders vote in favour of the resolution proposed above for the following reasons:

• 1 The Directors consider that the Buyers’ cash offer represents fair value for the grove, over its expected life;

• 2 In the opinion of the Directors, other suggested mechanisms for unlocking shareholder value fell short of the Buyers’ offer on a risk/return basis for shareholders;

• 3 The Company’s shares have traded at a discount to NTA for a long time. This Agreement will realise the assets value to shareholders;

• 4 Shareholders will receive a significant majority of the cash proceeds back either by way of dividends or capital return as soon as is possible given the payment schedule associated with the agreement and any necessary administrative requirements; and

• 5 Shareholders retain their shareholding in Olea, which will continue to trade as a seller of high quality olive oil under the Dandaragan Estate brand while at the same time the Directors will continue to look for further value adding opportunities for the listed corporate vehicle.

The Directors advise shareholders that entities associated with each Director intend to vote in favour of the resolution.

ABN 64 089 145 424

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Proxy Form

The Company Secretary Olea Australis limited PO Box 200 CLOVERDALE WA 6985

I/We

(PRINT NAME)

of

(PRINT ADDRESS)

being a shareholder(s) of Olea Australis Limited, hereby appoint as my/our proxy:

________________ (PRINT NAME OF PROXY)

of ________________ (PRINT ADDRESS OF PROXY)

or failing the person named, or if no person is named, the Chairman of the meeting as my/our proxy to vote in accordance with the following direction(s) (or if no directions have been given, as the proxy sees fit), at the General Meeting of Olea Australis Limited to be held at the Ascot Quays Apartment Hotel at 150 Great Eastern Highway, Ascot, Western Australia at 10.00 AM on Friday 21 December 2007 and any adjournment of that meeting.

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Voting directions to your proxy – please � mark to indicate your instructions.

The proxy is to vote for, against or abstain in respect to the resolution referred to in the Notice of General Meeting, as follows:

Resolution For Against Abstain 1 Disposal by Olea Australis Limited of its main undertaking � � � Appointing a second Proxy (Please read the voting and proxy notes overleaf)

If two proxies are appointed, the percentage of your voting rights this proxy is authorised to exercise is _% or the number of shares for this proxy is ___.

__________________

Signed: ____ (Affix common seal if required) (Director/Sole Director and Sole Secretary) ___ __ _____ (Director/Secretary) (Individual or Securityholder 1) (Securityholder 2)

Dated:

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ABN 64 089 145 424

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Voting and Proxy Notes

(a) Voting Entitlement

For the purposes of Regulation 7.11.37 of the Corporations Regulations, all shares of the Company that are quoted on the Australian Stock Exchange Limited at 5:00pm on Wednesday 19 December 2007 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

(b) Appointment of Proxy

A member entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member(s) voting rights, each proxy may exercise half the votes.

If the person you are naming is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank or your named proxy is unable to attend, the Chairman of the Meeting will be your proxy to vote your shares. A proxy need not be a shareholder of Olea Australis Limited. If you are appointing a second proxy, you may copy this form or obtain an additional Proxy Form by contacting Olea Australis Limited by phone on (08) 9277 9099 or fax on (08) 9277 9080.

(c) Authorised Signature(s)

In order for your Proxy to be valid, you must sign this form as follows in the spaces provided:

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

Power of Attorney: To sign as Power of Attorney, please forward the Power of Attorney for noting (unless already noted). Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: A Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing the appropriate space.

If a representative of a corporate shareholder or proxy is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

(d) Lodgment of Proxy

To be effective, Proxy Forms (and any Power of Attorney under which it is signed) duly completed must be received not less than 48 hours prior to the time for holding the meeting. Please direct Proxy Forms to the registered office of Olea Australis Limited at Unit 1/127 Grandstand Road, Ascot WA 6104, PO Box 200, Cloverdale WA 6985 or by facsimile on (08) 9277 9080.