ECS BOTANICS HOLDINGS LTD — Proxy Solicitation & Information Statement 2006

Apr 30, 2006

MOBILIMITED ACN 009 805 298

Notice of General Meeting to be held on 5 June 2006

and

Explanatory Memorandum for the Notice of General Meeting

NOTICE OF THE GENERAL MEETING TO BE HELD IN THE BOARD ROOM, AXIS FINANCIAL GROUP (AUSTRALIA) LIMITED LEVEL 24, ROYAL EXCHANGE BUILDING, 56 PITT STREET, SYDNEY AT 10.00AM SYDNEY TIME ON 5 JUNE 2006

TO BE VALID, FORMS OF PROXY FOR USE AT THE GENERAL MEETING MUST BE COMPLETED AND RETURNED TO THE COMPANY NO LATER THAN 10.00AM SYDNEY TIME ON 1 JUNE 2006

Table of Contents

	Section A - Notice of General Meeting
1.	Ordinary business
2.	Voting exclusion statements
3.	Determination of membership and voting entitlement
4.	Votes of members
5.	Proxies
	Section B - Explanatory Memorandum
1.	Definitions
2 1	Notice requirements and disclosures for resolutions
	Section C - Schedule of Past Issue of Shares and Options (Resolution 3) 16
	Section D - Material Terms of Unsecured Convertible Notes (Resolution 4) 17
	Section E - Proxy Form

Section A - Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of the Shareholders of Mobi Limited ACN 009 805 298 (the Company) will be held in the Board Room. Axis Financial Group (Australia) Limited. Level 24. Royal Exchange Building, 56 Pitt Street, Sydney at 10.00am Sydney time on 5 June 2006.

Defined terms used in this Notice of General Meeting have the meanings given to them in Section B (Explanatory Memorandum).

Ordinary business 1.

$1.1$ Resolution 1: Appointment of Graham Hosking as a Director

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

"Conditional on Resolutions 2 and 5 being passed in accordance with their respective terms stated in this Notice, that Graham Hosking be appointed a Director of the Company with effect from the closure of this General Meeting".

$1.2$ Resolution 2: Appointment of Garry Sholl as a Director

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

"Conditional on Resolutions 1 and 5 being passed in accordance with their respective terms stated in this Notice, that Garry Sholl be appointed a Director of the Company with effect from the closure of this General Meeting".

$1.3$ Resolution 3: Past issue of Shares and Options

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

"That, in accordance with Listing Rule 7.4, Shareholders ratify the past issue of a total of 57,500,000 Shares and 28,750,000 Options to the allottees on the terms set out in paragraph 2.3 of Section B (Explanatory Memorandum)".

$1.4$ Resolution 4: Issue of Shares and Options to Noteholders

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

"That in accordance with their respective terms, as stated in this Notice, and in accordance with Listing Rule 7.1, the Company be permitted and authorised to issue 75,000,000 Shares and 37,500,000 Options to the Noteholders in consideration for the conversion of 300,000 Unsecured Convertible Notes of \$1.00 each held by them on the terms set out in paragraph 2.4 of Section B (Explanatory Memorandum)".

$1.5$ Resolution 5: Issue of Shares and Options to Axis Placement Investors

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

"Conditional on Resolutions 1 and 2 being passed in accordance with their respective terms stated in this Notice, that in accordance with Listing Rule 7.1, the Company be permitted and authorised to issue 75,000,000 Shares and 37,500,000 Options to the Axis Placement Investors in consideration of the subscription by the Axis Placement Investors of the sum of \$300,000 on the terms set out in paragraph 2.5 of Section B (Explanatory Memorandum)".

16 Resolution 6: Issue of Shares to Staff

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

"That, in accordance with Listing Rule 7.2, Exception 9, the Company be permitted and authorised to issue an aggregate of up to 22,500,000 Shares to the Staff on the terms set out in paragraph 2.6 of Section B (Explanatory Memorandum)".

$1.7$ Resolution 7: Issue of Shares to Daren Anderson

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

"That, in accordance with Listing Rule 10.11 and section 208(1)(a)(i) of the Corporations Act, the Company be permitted and authorised to issue 2,500,000 Shares to Daren Anderson for nil cash consideration on the terms set out in paragraph 2.7 of Section B (Explanatory Memorandum), in part consideration for the provision of his services to the Company as non-executive Director".

$1.8$ Resolution 8: Issue of Shares to Bruce Ind

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

"That, in accordance with Listing Rule 10.11 and section 208(1)(a)(i) of the Corporations Act, the Company be permitted and authorised to issue 2,500,000 Shares to Bruce Ind for nil cash consideration on the terms set out in paragraph 2.8 of Section B (Explanatory Memorandum), in part consideration for the provision of his services to the Company as non-executive Director".

$2.$ Voting exclusion statements

$2.1$ Resolutions 1 and 2

None.

$2.2$ Resolution 3

In accordance with the notice requirements of Listing Rule 7.5.6 for approval under Listing Rule 7.4, and Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 3 by:

• $(a)$ a person who participated in the issue of Shares referred to in Resolution 3;
• $(b)$ any Associate of that person(s); and
• a person who might obtain a benefit, except a benefit solely in the capacity of a $(c)$ Shareholder, if the resolution is passed, and an Associate of any such person.

However, the Company will not disregard a vote if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions $(d)$ on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote, in $(e)$ accordance with a direction on the proxy form to vote as the proxy decides.

$2.3$ Resolution 4

In accordance with the notice requirements of Listing Rule 7.3.8 for approval under Listing Rule 7.1, and Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 4 by:

$(a)$ a person who participated in the issue of Notes referred to in Resolution 4;

• $(b)$ any Associate of that person(s); and
• a person who might obtain a benefit, except a benefit solely in the capacity of a $(c)$ Shareholder, if the resolution is passed and an Associate of any such person.

However, the Company will not disregard a vote if it is cast by:

• $(d)$ a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote, in $(e)$ accordance with a direction on the proxy form to vote as the proxy decides.

2.4 Resolution 5

In accordance with the notice requirements of Listing Rule 7.3.8 for approval under Listing Rule 7.1, and Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 5 by:

• each Axis Placement Investor; $(a)$
• $(b)$ any of its Associates; and
• $(c)$ a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the resolution is passed and an Associate of any such person.

However, the Company will not disregard a vote if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions $(d)$ on the proxy form; or
• $(e)$ 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.

2.5 Resolution 6

In accordance with the notice requirements of Listing Rule 7.2, Exception 9, the Company will disregard any votes cast on Resolution 6 by:

• a person who participates in the issue of Shares referred to in Resolution 6; $(a)$
• $(b)$ any Associate of that person(s); and
• $(c)$ a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the resolution is passed and an Associate of any such person.

However, the Company will not disregard a vote if it is cast by:

• $(d)$ a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• $(e)$ 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.

2.6 Resolution 7

In accordance with the notice requirements of Listing Rule 10.13.6 for approval under Listing Rule 10.11, and Listing Rule 14.11.1 and in accordance with section 224(1) of the Corporations Act, the Company will disregard any votes cast on Resolution 7 by Daren Anderson or any of his Associates.

However, in accordance with section 224(2) of the Corporations Act, the Company will not disregard a vote if:

• it is cast by a person as a proxy appointed by writing that specifies how the proxy is to (a) vote on the proposed resolution; or
• $(b)$ it is not cast on behalf of Daren Anderson (Related Party) or any of that Related Party's Associates.

27 Resolution 8

In accordance with the notice requirements of Listing Rule 10.13.6 for approval under Listing Rule 10.11, and Listing Rule 14.11.1 and in accordance with section 224(1) of the Corporations Act, the Company will disregard any votes cast on Resolution 12 by Bruce Ind or any of his Associates.

However, in accordance with section 224(2) of the Corporations Act, the Company will not disregard a vote if:

• $(a)$ it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; or
• $(b)$ it is not cast on behalf of Bruce Ind (Related Party) or any of that Related Party's Associates.

Determination of membership and voting entitlement 3.

For the purpose of determining a person's entitlement to vote at the General Meeting, a person will be recognised as a member of the Company and the holder of Shares if that person is registered as a holder of those Shares at 5:00pm Sydney time on 1 June 2006, being the second Business Day prior to the date of the General Meeting.

Votes of members 4.

On a show of hands, each member present in person or by proxy or, in the case of a body corporate, by a representative at the General Meeting shall have one vote.

On a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative shall have one vote for each Share held by him, her or it provided that all Shares are fully paid.

Proxies 5.

Please note that:

• a member entitled to attend and vote is entitled to appoint a proxy to attend and vote $(a)$ instead of the member:
• where the member is entitled to cast two or more votes, the member may appoint two $(b)$ proxies and may specify the proportion or number of votes each proxy is appointed to exercise;
• $(c)$ if the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the votes;

• $(d)$ a proxy need not be a member;

• an instrument of proxy deposited or received at the registered office of the Company in $(e)$ which the name of the appointee is not filled in shall be deemed to be given in the favour of the chairman of the Annual General Meeting to which it relates; and

• to be effective the instrument of appointment of a proxy (and power of attorney or other $(f)$ authority, if any, under which it is signed or a certified copy of the power or authority) must be deposited with the Company c/- Level 7, 4 O'Connell Street, Sydney or PO Box Q744, QVB Post Office NSW 1230 be received by facsimile on facsimile number 1300 881 835 not less than two Business Days prior to the General Meeting, that is, by 10.00am Sydney time on 1 June 2006.

A form of proxy accompanies this Notice of General Meeting and is set out in Section E (Proxy Form).

By Order of the Board

David Whitfield Company Secretary

Dated: 1 May 2006 Sydney

Definitions 1.

The following definitions are used in the Notice of General Meeting:

Associate has the meaning given to that term in section 12 of the Corporations Act;

ASX means the Australian Stock Exchange Limited ACN 008 624 691;

Axis means Axis Financial Group (Australia) Limited ACN 006 711 995;

Axis Placement Investors means the placement investors nominated by Axis to participate in the issue of 75,000,000 Shares and 37,500,000 Options and who, because of one or more of sections 708(8), 708(10), 708(11) and 708(12) of the Corporations Act, may subscribe for these securities without receiving a disclosure document issued by the Company in accordance with Part 6D.2 of the Corporations Act:

Board of Directors means the board of Directors of the Company;

Business Day means a day which is not a Saturday, Sunday or public holiday in Sydney;

Company means Mobi Limited ACN 009 805 298 (formerly known as Fusia Limited);

Constitution means the constitution of the Company;

Corporations Act means the Corporations Act 2001 (Cth);

Director means a director of the Company;

General Meeting means the general meeting of the Company to be held on 5 June 2006 pursuant to the Notice of General Meeting;

Listing Rules means the official listing rules issued and enforced by the ASX as amended from time to time:

Noteholders means persons who have subscribed for the Unsecured Convertible Notes;

Notice of General Meeting or Notice means the notice of General Meeting set out in Section A of this document;

Officially Quoted and Official Quotation means, in relation to a Share, officially quoted by the ASX:

Option means an option in the issued capital of the Company which, when exercised, converts into one Share;

Related Corporation means a "related body corporate" as that expression is defined in the Corporations Act and includes a body corporate which is currently a "related body corporate" but ceases to be a "related body corporate" because of an amendment, consolidation or replacement of the Corporations Act;

Related Party has the meaning given to that term in section 228 of the Corporations Act;

Resolution means a resolution passed by the requisite majority of members of the Company on a show of hands or by the requisite majority of votes given on a poll;

Share means one ordinary fully paid share in the issued capital of the Company;

Shareholder means a holder of a Share;

Staff means Robert Nicolls Bridger, Gavin Knight and David Ronald Whitfield;

Trading Day has the meaning given to that term in the Listing Rules; and

Unsecured Convertible Notes means 300,000 unsecured convertible notes held, in aggregate, by the Noteholders.

$2.$ Notice requirements and disclosures for resolutions

$2.1$ Resolution 1

In accordance with article 13.3 of the Company's Constitution. Graham Hosking has consented to his nomination as a Director of the Company and offers himself for appointment as a non-executive Director.

Graham Hosking has worked for over 27 years in the telecommunications industry. He has extensive experience as an executive and director of both listed and private companies in this field.

Graham is currently Chairman of Inside Mobiles Pty Ltd, a Vodafone core store partner and a director of Martin Dawes Communication Pty Ltd. He is an adviser and consultant to United Customer Management Solutions Pty Ltd, a system integrator and customer management call centre provider.

Conditional on Resolutions 1, 2 and 5 being passed by Shareholders, both Bruce Ind and Kevin Brough will resign as Directors of the Company at the conclusion of the General Meeting.

2.2 Resolution 2

In accordance with article 13.3 of the Company's Constitution, Garry Sholl has consented to his nomination as a Director of the Company and offers himself for appointment as a non-executive Director.

Garry Sholl has over 25 years' experience in the Australian telecommunications industry and is the founder of Sholl Communications (Aust.) Pty Ltd, a company specialising in the sales, installation and servicing of phones, telecommunication data, power security systems and networks.

Sholl Communications (Aust.) Pty Ltd. was established in 1986 and employs over 80 people in offices in Melbourne, Sydney and Brisbane. It has authorised dealerships with many of the world's major brands including AVAYA, Samsung, Alcatel, Chubb and Telstra.

Conditional on Resolutions 1, 2 and 5 being passed by Shareholders, both Bruce Ind and Kevin Brough will resign as Directors of the Company at the conclusion of the General Meeting.

$2.3$ Resolution 3

Pursuant to Listing Rule 7.5, the following information is provided regarding Listing Rule 7.4 approval:

On 11 November 2005, the Company issued 57,500,000 Shares and 28,750,000 Options to various allottees. Details of these issues are set out in the schedule in Section C (Schedule of Past Issue of Shares and Options). None of the allottees is related to the Company.

The Company was not required to provide any of the allottees with a disclosure document.

In issuing the securities described in Section C (Schedule of Past Issue of Shares and Options) below, the Company did not breach Listing Rule 7.1.

Listing Rule 7.1 provides that a company must not issue equity securities, or agree to issue equity securities (which includes shares and options) without the approval of shareholders if the number of equity securities to be issued in any 12-month period (including equity securities issued on the exercise of any convertible securities) exceeds 15% of the issued capital of the company preceding the issue. Listing Rule 7.4 allows for subsequent shareholder approval if the company did not breach Listing Rule 7.1 at the time of issue and the holders of ordinary shares subsequently approve it.

Although Shareholder approval was not required for the issue of the Shares referred to in the table in Section C (Schedule of Past Issue of Shares and Options), the Company now seeks Shareholder approval of these issues in the manner provided by Listing Rule 7.4, because this will enable the Company to issue further equity securities to capitalise on future expansion, acquisition and product commercialisation opportunities without needing to obtain prior Shareholder approval.

The amount raised by the issue of Shares for which Shareholder approval is sought is set out in the table in Section C (Schedule of Past Issue of Shares and Options).

A voting exclusion statement is included in paragraph 2.2 of Section A (Notice of General Meeting).

$2.4$ Resolution 4

Pursuant to Listing Rule 7.3, the following information is provided regarding Listing Rule 7.1 approval:

$(a)$ Listing Rule 7.3.1: Maximum number of securities to be issued pursuant to Resolution 4

The Noteholders have subscribed for the 300,000 Unsecured Convertible Notes. On conversion, the Unsecured Convertible Notes will convert into, in aggregate, 75,000,000 Shares and 37,500,000 Options, on the basis that the Noteholders will receive one Option for every two Shares subscribed for. The Options are exercisable at \$0.01 each on or before 30 September 2008.

$(b)$ Listing Rules 7.3.2 and 7.3.7: Date by which securities will be issued and allotted

If Shareholder approval is obtained, the issue and allotment of the Shares and Options to the Noteholders will automatically occur on a date which is two Business Days after the date of this General Meeting or the date that this Resolution becomes unconditional (whichever is the latter), but in any case no later than three months after the date of this General Meeting or such later time as deemed appropriate by an ASX waiver.

$(c)$ Listing Rule 7.3.3: Issue price of securities

The issue price of the Shares to be issued to the Noteholders on conversion of the Unsecured Convertible Notes is \$0.004 per Share. The Options are to be issued at no cost to the Noteholders.

$(d)$ Listing Rule 7.3.4: Names of allottees

The Noteholders are not related parties of the Company. The Shares and Options to be issued to the Noteholders on conversion will be apportioned as follows:

Recipient	Shares	Options
Mark D'Ortenzio & Leanne D'Ortenzio	7,500,000	3,750,000
Hixon Pty Ltd	1,659,000	829,500
Bayrib Pty Ltd	1,000,000	500,000
Tonia Walde	250,000	125,000
Tony Francis	950,000	475,000

Recipient	Shares	Options
Troy Erickson	2,600,000	1,300,000
Greg Campbell	1,900,000	950,000
AAA Investment Group Pty Ltd	500,000	250,000
Angelo Rizzardi & Judy Rizzardi <pension Fund></pension	1,920,000	960,000
Len Lucas	1,300,000	650,000
Futura Developments Pty Ltd	3,100,000	1,550,000
Stanhope Accounting Services Pty Ltd	2,000,000	1,000,000
David Long	5,000,000	2,500,000
ANZ Nominees Limited	11,000,000	5,500,000
The Leg Vein Clinic Service Company Pty Ltd	5,000,000	2,500,000
Dr Leon Pretorous	6,000,000	3,000,000
Martin White	400,000	200,000
Cetacean Petroleum Pty Ltd	12,500,000	6,250,000
Jesselton Limited	6,421,000	3,210,500
Dr Geoffrey Reimer Scheuner & Mrs Mary Joy Scheuner	4,000,000	2,000,000
Total	75,000,000	37,500,000

Listing Rule 7.3.5: Terms of securities $(e)$

The principal terms of the convertible notes are set in a schedule in Section D (Material Terms of Convertible Notes).

The Company will apply to the ASX to have the Shares issued to the Noteholders Officially Quoted and these Shares will rank equally with all the other Shares on issue. In all other respects, the rights and entitlements of the holders in respect of the Shares issued to the Noteholders will be identical to the rights and entitlements of the holders of issued Shares. The Options will be unlisted.

$(f)$ Listing Rule 7.3.6: Intended use of the funds

The sum of \$300,000 was raised by the Company from the issue of the Unsecured Convertible Notes to the Noteholders. These funds are to be used to provide additional working capital for the Company and to facilitate the further commercialisation of its technology.

The issue price of the Shares to be issued to the Noteholders on conversion of the Unsecured Convertible Notes is \$0.004 per Share. The Options are to be issued at no cost to the Noteholders.

Listing Rule 7.3.8: A voting exclusion statement $(q)$

A voting exclusion statement is included at paragraph 2.3 of this Notice of General Meeting.

2.5 Resolution 5

Pursuant to Listing Rule 7.3, the following information is provided regarding Listing Rule 7.1 approval:

$(a)$ Listing Rule 7.3.1: Maximum number of securities to be issued pursuant to Resolution 5

The Axis Placement Investors will subscribe \$300,000 for 75,000,000 Shares and 37,500,000 Options, on the basis that the Axis Placement Investors will receive one Option for every two Shares subscribed for. The Options are exercisable at \$0.01 each on or before 30 September 2008.

$(b)$ Listing Rules 7.3.2 and 7.3.7: Date by which securities will be issued and allotted

If Shareholder approval is obtained, the issue and allotment of the Shares and Options to the Axis Placement investors will occur on a date which is two Business Days after the date of the General Meeting or the date that this Resolution becomes unconditional (whichever is the latter), but in any case no later than three months after the date of this General Meeting or such later time as deemed appropriate by an ASX waiver.

$(c)$ Listing Rule 7.3.3: Issue price of securities

The issue price of the Shares to be issued to the Axis Placement Investors is \$0.004 per Share. The Options are to be issued at no cost to the Axis Placement Investors.

$(d)$ Listing Rule 7.3.4: Names of allottees

Axis Placement Investors. None of the Axis Placement Investors will be related to the Company.

Listing Rule 7.3.5: Terms of securities $(e)$

Shares: The Company will apply to the ASX to have the Shares issued to the Axis Placement Investors Officially Quoted and, subject to any ASX ruling regarding Restricted Securities, these Shares will rank equally with all the other Shares on issue. In all other respects, the rights and entitlements of the holders in respect of the Shares issued to the Placement Investors will be identical to the rights and entitlements of the holders of issued Shares. The Options will be unlisted.

$(f)$ Listing Rule 7.3.6: Intended use of the funds

The sum of \$300,000 will be raised by the Company from the issue of the Shares and Options referred to in paragraph (a) above. These funds are to be used to provide additional working capital for the Company and to facilitate the further commercialisation of its technology.

The issue price of the Shares to be issued to the Axis Placement Investors is \$0.004 per Share. The Options are to be issued at no cost to the Axis Placement Investors.

$(g)$ Listing Rule 7.3.8: A voting exclusion statement

A voting exclusion statement is included at paragraph 2.3 of this Notice of General Meeting.

2.6 Resolution 6

Pursuant to Listing Rule 7.3, the following information is provided regarding Listing Rule 7.1 approval:

$(a)$ Listing Rule 7.3.1: Maximum number of securities to be issued pursuant to Resolution 6

A parcel of 7,500,000 Shares will be issued to each of Robert Nicolls Bridger, Gavin Knight and David Ronald Whitfield (together, the Staff) for nil cash consideration and in consideration of his past services to the Company between 1 October 2005 and 31 March 2006. An aggregate of 22,500,000 Shares will be issued.

The remuneration policy of the Company is to remunerate senior executives by paying 50% of their remuneration in cash and issuing securities to the value of the remaining 50% of their remuneration.

Listing Rules 7.3.2 and 7.3.7: Date by which securities will be issued and allotted $(b)$

If Shareholder approval is obtained, the issue and allotment of the Shares to the Staff will occur on a date which is two Business Days after the date of the General Meeting, but in any case no later than three months after the date of this General Meeting or such later time as deemed appropriate by an ASX waiver.

$(c)$ Listing Rule 7.3.3: Issue price of securities

The Shares will be issued to the Staff for nil cash consideration and in consideration of their past services to the Company as executive staff.

The value attributed by the Company to each Share is \$0.004 per Share. Based on the valuation of \$0.004 per Share, each parcel of 7,500,000 Shares is worth \$30,000. Based on the closing price of \$0.007 per Share as at the close of trading on 24 April 2006, each parcel of 7,500,000 Shares is worth \$52,500.

$(d)$ Listing Rule 7.3.4: Names of allottees

None of the Staff is related to the Company.

The Shares to be issued to the Staff will be apportioned as follows:

Recipient	Shares ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Robert Nicolls Bridger	7,500,000
Gavin Knight	7,500,000
David Ronald Whitfield	7,500,000
Total	22,500,000

Listing Rule 7.3.5: Terms of securities $(e)$

The Company will apply to the ASX to have the Shares issued to the Staff Officially Quoted and will rank equally with all the other Shares on issue. In all other respects, the rights and entitlements of the Staff in respect of the Shares to be issued to them will be identical to the rights and entitlements of the holders of issued Shares.

$(f)$ Listing Rule 7.3.6: Intended use of the funds

No cash will be received by the Company on issue of the Shares to the Staff.

Listing Rule 7.3.8: A voting exclusion statement $(q)$

A voting exclusion statement is included in paragraph 2.5 of Section A (Notice of General Meeting).

$2.7$ Resolution 7

Pursuant to Listing Rule 10.13, the following information is provided regarding Listing Rule 10.11 approval:

Listing Rule 10.13.1: Name of person $(a)$

Daren Anderson.

$(b)$ Listing Rule 10.13.2: Number of securities to be issued to the person

2,500,000 Shares.

Listing Rule 10.13.3: Date by which the securities are to be issued $(c)$

If Shareholder approval is obtained, the issue and allotment of:

• 1,500,000 Shares to Daren Anderson will occur on a date which is two Business $\bullet$ Days after the date of this General Meeting in part consideration for his services in the three months up to and including 30 April 2006. Daren Anderson will also receive \$6,000 as the other part consideration for his services in the three months up to and including 30 April 2006;
• 500,000 Shares will occur on a date which is two Business Days after the date of this General Meeting, provided that Daren Anderson is a Director of the Company at 31 May 2006, in part consideration for his services for the month of May 2006. If Daren Anderson is a Director of the Company at 31 May 2006, he will also receive \$2,000 as the other part consideration for his services for the month of May 2006; and
• 500,000 Shares will occur on 30 June 2006 and, in any case, no later than one month after the date of this General Meeting, provided that Daren Anderson is a Director of the Company at that time, in part consideration for his services for the month of June 2006. If Daren Anderson is a Director of the Company at 30 June 2006, he will also receive \$2,000 as the other part consideration for his services for the month of June 2006.

In addition to his remuneration, Daren Anderson also receives professional fees for legal services he provides to the Company.

$(d)$ Listing Rule 10.13.4: Nature of relationship

Daren Anderson is a Director of the Company.

Listing Rule 10.13.5: Issue price of the securities and a statement of terms of issue $(e)$

Shares: The Shares will be issued to Daren Anderson for nil cash consideration and in consideration of his past and future services to the Company as a non-executive Director.

The Company will apply to the ASX to have the Shares issued to Daren Anderson Officially Quoted and, subject to any ASX ruling regarding Restricted Securities, will rank equally with all the other Shares on issue. In all other respects, the rights and entitlements of Daren Anderson in respect of the Shares to be issued to him will be identical to the rights and entitlements of the holders of issued Shares.

$(f)$ Listing Rule 10.13.6A: The intended use of the funds

No cash will be received by the Company on issue of the Shares to Daren Anderson.

$(q)$ Listing Rule 10.13.6: Voting exclusion statement

A voting exclusion statement is included at paragraph 2.6 of Section A (Notice of General Meeting).

Pursuant to Listing Rule 7.2:

$(h)$ Listing Rule 7.2, Exception 14: Approval not required under Listing Rule 7.1

As approval for the issue of the Shares referred to in Resolution 7 is being sought under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In addition to Listing Rule 10.11, approval of Shareholders of the issue of Shares (financial benefit) to Daren Anderson (Related Party) is being sought pursuant to section 208(1)(a) of the Corporations Act. In accordance with section 219, the Company discloses the following information:

$(i)$ The related party to whom the proposed resolution would permit a financial benefit to be given

Daren Anderson,

The nature of the financial benefits $(i)$

2,500,000 Shares.

$(k)$ Directors' recommendations

Each of Kevin Brough, Bruce Ind and Richard Carey recommends that Shareholders vote in favour of Resolution 7.

Daren Anderson is a Director of the Company. Daren Anderson makes no recommendation regarding this Resolution because he has an interest in it.

Director's interest in resolution $(1)$

None of Kevin Brough, Bruce Ind or Richard Carey has an interest in Resolution 7.

If Resolution 7 is passed, Daren Anderson will receive Shares in the Company.

Shares: The proposed issue of Shares to Daren Anderson forms part of his remuneration by the Company for his past and future services as a non-executive Director.

The value attributed by the Company to each Share is \$0.004 per Share. Based on the valuation of \$0.004 per Share, a parcel of 2,500,000 Shares is worth \$10,000. Based on the closing price of \$0.007 per Share as at the close of trading on 24 April 2006, a parcel of 2,500,000 Shares is worth \$17,500. The differential between the valuation based on the Share prices of \$0.004 per Share and \$0.007 per Share represents an opportunity cost of $$7,500.$

During the 12-month period ending on 24 April 2006, Shares have traded at a low of \$0.004 per Share and at a high of \$0.013 per Share.

$(m)$ All other relevant information

There are no adverse tax consequences to the Company arising from the grant of the Shares to Daren Anderson. Furthermore, no benefits are foregone by the Company arising from the grant of the Shares to Daren Anderson.

The Company will express the value of the Shares to be granted to Daren Anderson in its profit & loss account.

$2.8$ Resolution 8

Pursuant to Listing Rule 10.13, the following information is provided regarding Listing Rule 10.11 approval:

$(a)$ Listing Rule 10.13.1: Name of person

Bruce Ind.

$(b)$ Listing Rule 10.13.2: Number of securities to be issued to the person

2,500,000 Shares.

$(c)$ Listing Rule 10.13.3: Date by which the securities are to be issued

If Shareholder approval is obtained, the issue and allotment of:

• 1,500,000 Shares to Bruce Ind will occur on a date which is two Business Days after the date of this General Meeting in part consideration for his services in the three months up to and including 30 April 2006. Bruce Ind will also receive \$6,000 as the other part consideration for his services in the three months up to and including 30 April 2006;
• 500,000 Shares will occur on a date which is two Business Days after the date of this General Meeting, provided that Bruce Ind is a Director of the Company at 31 May 2006, in part consideration for his services for the month of May 2006. If Bruce Ind is a Director of the Company at 31 May 2006, he will also receive \$2,000 as the other part consideration for his services for the month of May 2006; and
• 500,000 Shares will occur on 30 June 2006 and, in any case, no later than one month after the date of this General Meeting, provided that Bruce Ind is a Director of the Company at that time, in part consideration for his services for the month of June 2006. If Bruce Ind is a Director of the Company at 30 June 2006, he will also receive \$2,000 as the other part consideration for his services for the month of June 2006.

$(d)$ Listing Rule 10.13.4: Nature of relationship

Bruce Ind is a Director of the Company.

$(e)$ Listing Rule 10.13.5: Issue price of the securities and a statement of terms of issue

Shares: The Shares will be issued to Bruce Ind for nil cash consideration and in consideration of his past and future services to the Company as a non-executive Director.

The Company will apply to the ASX to have the Shares issued to Bruce Ind Officially Quoted and, subject to any ASX ruling regarding Restricted Securities, will rank equally with all the other Shares on issue. In all other respects, the rights and entitlements of Bruce Ind in respect of the Shares to be issued to him will be identical to the rights and entitlements of the holders of issued Shares.

Listing Rule 10.13.6A: The intended use of the funds $(f)$

No cash will be received by the Company on issue of the Shares to Bruce Ind.

Listing Rule 10.13.6: Voting exclusion statement $(q)$

A voting exclusion statement is included at paragraph 2.7 of Section A (Notice of General Meeting).

Pursuant to Listing Rule 7.2:

$(h)$ Listing Rule 7.2, Exception 14: Approval not required under Listing Rule 7.1

As approval for the issue of the Shares referred to in Resolution 7 is being sought under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In addition to Listing Rule 10.11, approval of Shareholders of the issue of Shares (financial benefit) to Bruce Ind (Related Party) is being sought pursuant to section 208(1)(a) of the Corporations Act. In accordance with section 219, the Company discloses the following information:

The related party to whom the proposed resolution would permit a financial benefit to be $(i)$ aiven

Bruce Ind.

$(i)$ The nature of the financial benefits

2,500,000 Shares.

Directors' recommendations $(k)$

Each of Kevin Brough, Daren Anderson and Richard Carey recommends that Shareholders vote in favour of Resolution 8.

Bruce Ind is a Director of the Company. Bruce Ind makes no recommendation regarding this Resolution because he has an interest in it.

$(1)$ Director's interest in resolution

None of Kevin Brough, Daren Anderson or Richard Carey has an interest in Resolution 8.

If Resolution 8 is passed, Bruce Ind will receive Shares in the Company.

Shares: The proposed issue of Shares to Bruce Ind forms part of his remuneration by the Company for his past and future services as a non-executive Director.

The value attributed by the Company to each Share is \$0.004 per Share. Based on the valuation of \$0.004 per Share, a parcel of 2,500,000 Shares is worth \$10,000. Based on the closing price of \$0.007 per Share as at the close of trading on 24 April 2006, a parcel of 2,500,000 Shares is worth \$17,500. The differential between the valuation based on the Share prices of \$0.004 per Share and \$0.007 per Share represents an opportunity cost of \$7,500.

During the 12-month period ending on 24 April 2006, Shares have traded at a low of \$0.004 per Share and at a high of \$0.013 per Share.

$(m)$ All other relevant information

There are no adverse tax consequences to the Company arising from the grant of the Shares to Bruce Ind. Furthermore, no benefits are foregone by the Company arising from the grant of the Shares to Bruce Ind.

The Company will express the value of the Shares to be granted to Bruce Ind in its profit & loss account.

$N\ddot{\circ}$	DETC OF lesta	Mimber of Shares	Number of Free Options	ISSUE Price Per Share \$	Total Amount Paid &	Name of Allottee	Purpose of Issue
1	11/11/05	35,000,000	17,500,000	0.01	350,000	ANZ Nominees Limited	To fund ongoing working capital
$\overline{2}$	11/11/05	3,000,000	1,500,000	0.01	30,000	Rizwan Khan	To fund ongoing working capital
3	11/11/05	3,500,000	1,750,000	0.01	35,000	Westglade Pty Ltd	To fund ongoing working capital
4	11/11/05	1,000,000	500,000	0.01	10,000	Andrew Donnelly	To fund ongoing working capital
5	11/11/05	1,000,000	500,000	0.01	10,000	Peter Helmut Beck & Rajinder Atwal	To fund ongoing working capital
6	11/11/05	2,000,000	1,000,000	0.01	20,000	Richard Lipton	To fund ongoing working capital
7	11/11/05	1,000,000	500,000	0.01	10,000	Rifkin Gadel-Rab & Amal Gadel-Rab	To fund ongoing working capital
8	11/11/05	1,000,000	500,000	0.01	10,000	Geoffrey Reimer Scheuner & Mary Joy Scheuner	To fund ongoing working capital
9	11/11/05	2,000,000	1,000,000	0.01	20,000	Christopher James Carl	To fund ongoing working capital
10	11/11/05	2,500,000	1,250,000	0.01	25,000	PJS Marketing Pty Ltd	To fund ongoing working capital
11	11/11/05	1,000,000	500,000	0.01	10,000	Ben Casey Pty Ltd	To fund ongoing working capital
12	11/11/05	2,000,000	1,000,000	0.01	20,000	Mark D'Ortenzio & Leanne D'Ortenzio	To fund ongoing working capital
13	11/11/05	1,000,000	500,000	0.01	10,000	Maureen Klintberg	To fund ongoing working capital
14	11/11/05	500,000	250,000	0.01	5,000	Rodney Hogg	To fund ongoing working capital
15	11/11/05	1000,000	500,000	0.01	10,000	Victoria Morris	To fund ongoing working capital

None of the allottees is related to the Company.

Section D - Material Terms of Unsecured Convertible Notes (Resolution 4)

Issue of Notes and Options: Pursuant to an unsecured convertible note and option deed (Deed), the Noteholders have subscribed for 300,000 Unsecured Convertible Notes and 37,500,000 Options on the basis that the Noteholders will receive one Option for every two Shares subscribed for. The Options are exercisable at \$0.01 each on or before 30 September 2008.

Shareholder approval: The Company is obligated under the Deed to use its best endeavours to obtain all requisite legal, requiatory and Shareholder approvals in relation to:

• any conversion of the Unsecured Convertible Notes:
• the issue and/or any exercise by the Noteholder of the Options granted to the Noteholder; and $\bullet$
• any other circumstance or event which requires or, in the opinion of the Noteholder, may require,

such approval(s) including but not limited to seeking and recommending Shareholder approval pursuant to the ASX Listing Rules.

The date on which these approvals are obtained is referred to as the Shareholder Approval Date.

Conversion: The Noteholders may convert the Unsecured Convertible Notes in whole or in part at any time prior to 28 May 2006 (Maturity Date). The conversion of the Unsecured Convertible Notes to Shares is calculated in accordance with the following formula:

Number of Unsecured Convertible Notes converted (as identified in a conversion notice)

divided by \$0.004 per Share (Conversion Price)

equals Number of Shares.

Method of conversion: On receipt of a conversion notice from the Noteholder:

• the Company shall redeem each of the Unsecured Convertible Notes which are being converted for the issue price (\$1.00) within five Business Days of receipt of the conversion notice; and
• the holder of the Unsecured Convertible Notes irrevocably and unconditionally directs the Company to apply the whole of the issue price to subscribe for the number of Shares to which the Noteholder as determined in accordance with the formula outlined above.

Where the total number of Shares to be issued to a holder on conversion includes a fraction, that fraction is to be disregarded.

The Company will within five Business Days from the receipt of the conversion notice issue Shares in respect of the converted Unsecured Convertible Notes.

The issue of Shares as a result of the conversion of Unsecured Convertible Notes will be treated for all purposes as full repayment of the issue price of those Unsecured Convertible Notes, and the obligations of the Company in relation thereto will thereupon cease, except in respect of any obligation or liability which has arisen on or before the date of conversion.

Automatic conversion: On the Shareholder Approval Date, all Unsecured Convertible Notes not otherwise redeemed or converted will automatically convert into the number of Shares determined in accordance with the formula outlined above.

No listing: The Company does not propose to apply to have the Unsecured Convertible Notes quoted on the official list of the ASX.

Ranking of Shares: Each Share issued on conversion of an Unsecured Convertible Note will, as from the date of conversion, rank equally in all respects with the then issued Shares, except that they will not be entitled to any dividend that has been declared or determined but not paid as at the date of conversion.

Listing of Shares: The Company must within five Business Days of the conversion of an Unsecured Convertible Note:

• if so directed by the Noteholder, ensure that the Shares issued on the conversion of the Unsecured Convertible Note are admitted for quotation on the official list of the ASX; and
• issue a notice to the ASX in accordance with section 708A of the Corporations Act such that an offer for the Shares for sale within 12 months after their issue will not require disclosure under Part 6D.2 of the Corporations Act by reason of section 707(3) or (4) of the Corporations Act.

Redemption: The Unsecured Convertible Notes held by the Noteholder are redeemable, at the election of that Noteholder, on the occurrence of an Event of Default, by the Noteholder giving to the Company, within 20 Business Days after the Event of Default first occurring, a redemption notice requiring the Company to redeem all or some of the Unsecured Convertible Notes for an amount equal to the Redemption Amount calculated as at the Redemption Date. On the Company's receipt of a redemption notice, the Company must redeem the Unsecured Convertible Notes on the Redemption Date.

Event of Default: An Event of Default includes:

• the Company's failure to pay money that becomes payable by the Company under the Deed on its due date for payment:
• the Company's breach of a covenant, undertaking or warranty contained in the Deed;
• the occurrence of an insolvency event;
• any encumbrance over any property of the Company is enforced, or steps are taken to enforce such encumbrance;
• the occurrence of a material adverse change;
• any failure by the Company to comply with its constitution, a statute material to its business, the ASX Listing Rules, a material requirement order or request made by or on behalf of ASIC, the ASX or any governmental agencies or the terms of any agreement material to its business;
• any failure by the Company to consult with a Noteholder prior to obtaining funding from any third party financier;
• any alteration of the capital structure of the Company without the prior written consent of the Noteholder:
• any alteration by the Company of its constitution without the prior written consent of the Noteholder:
• the Company's disposal, or agreement to dispose, of the whole, or a substantial part, of its business or property without the prior written consent of the Noteholder; or
• the Company ceasing or threatening to cease to carry on business without the prior written consent of the Noteholder.

The Company must immediately notify the Noteholder by notice in writing as soon as it becomes aware of the existence of an Event of Default or any matter, event or circumstance which could potentially involve an Event of Default.

Redemption Amount: The amount in cash equal to the principal amount (\$1.00) of each Unsecured Convertible Note the subject of the redemption notice plus any interest payable.

Redemption Date: The date by which the Company must redeem the Unsecured Convertible Notes the subject of a redemption notice, such date shall be within 20 Business Days of the Company's receipt of the redemption notice.

Interest: No interest accrues or is payable by the Company on any Unsecured Convertible Note prior to any Event of Default occurring. From the date that the Event of Default occurs, interest will accrue daily on each Unsecured Convertible Note at the rate of 12% per annum calculated on the face value of the Unsecured Convertible Note together with all capitalised interest accrued in respect of that Unsecured Convertible Note.

Section E - Proxy Form

Proxy Mobi Limited (the Company) ACN 009 805 298

I/We (name of member)

οf

Shareholder Reference Number/Holder Identification Number

being a member of Mobi Limited appoint:

(Name of the proxy, or name of the office held by the proxy) (Address of the proxy)

or failing him or her, the chairman of the meeting as my proxy vote on my behalf at the General Meeting of the Company to be held on 5 June 2006 and any adjournment of that meeting.

If two proxies are being appointed, the proportion of the voting rights that this proxy is authorised to exercise is %. (The Company will supply an additional form on request.)

Proxy Instructions:

The Chairman will vote in favour of each resolution in which he receives undirected proxies.

If you do not wish to direct your proxy how to vote, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

If you wish to instruct your proxy how to vote, insert X in the appropriate column against each item of business set out below. Otherwise your proxy may vote as he/she thinks fit or abstain from voting.

I/We instruct my/our proxy vote as follows:

		For	Against	Abstain
	Resolution 1
1.	Appointment of Graham Hosking as a Director	Ω
	Resolution 2
2.	Appointment of Garry Sholl as a Director	σ	┚
	Resolution 3
3.	Past issue of Shares and Options	П

$\Box$

		For	Against	Abstain
	Resolution 4
4.	Issue of Shares and Options to Noteholders	0
	Resolution 5
5.	Issue of Shares and Options to Axis Placement Investors	◘	□
	Resolution 6
6.	Issue of Shares to Staff	Π
	Resolution 7
7.	Issue of Shares to Daren Anderson	□
	Resolution 8
8.	Issue of Shares to Bruce Ind	П

Where this Proxy Form is signed under power of attorney, the Attorney(s) declare(s) that he/she/they has/have not received any notice of the revocation of such power.

Dated:

Signed****

Name (printed): Capacity ****

Name (printed): Capacity ****

****

• If joint holders, each must sign.
• Companies must execute:
• under seal; or $\bullet$
• by two directors signing this Proxy Form; or $\bullet$
• by a director and a company secretary signing this Proxy Form; or ă
• (where it is a proprietary company where the sole director is also the sole company $\bullet$ secretary) by that director signing this Proxy Form; or
• by authorised officer; or
• by attorney.

Please forward your proxy to the Company c/- Level 7, 4 O'Connell Street, Sydney NSW 2000 or by fax on 1300 881 835