ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED — AGM Information 2012

Apr 19, 2012

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

NOTICe OF ANNuAL GeNeRAL MeeTING

NOTICe IS HeReBy GIVeN THAT the Annual General Meeting of the shareholders of eLeCTRO OPTIC SySTeMS HOLdINGS LIMITed will be held at the following time and place:

Time: 9.00 am

Date: Thursday 31 May 2012

Place: Meeting Room IV Heritage Level 5, The Westin Hotel, No 1 Martin Place, Sydney, NSW, 2000 Australia

ORdINARy BuSINeSS:

1. Consideration of Financial Statements

“To receive and consider the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 31 December 2011.”

2. Appointment of Mr Peter Leahy as a director

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

“That Mr Peter Leahy, who retires by rotation in accordance with the provisions of the Constitution of the Company, and, being eligible, be re-elected as a Director of the Company”

3. Appointment of Mr Mark ureda as a director

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

“That Mr Mark Ureda, who retires by rotation in accordance with the provisions of the Constitution of the Company, and, being eligible, be re-elected as a Director of the Company”

4. Reappointment of Mr Kevin Scully as a director

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

“To re-elect in accordance with the Company’s Constitution Mr Kevin Scully who has filled a casual vacancy as Director since 19 September 2011, as a Director of the Company”

Suite 2, Level 12, 75 Elizabeth Street Sydney NSW 2000 Australia Telephone +61 2 9233 3915 Fax +61 2 9232 3411 www.eos-aus.com

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

NOTICe OF GeNeRAL MeeTING

5. Non-executive directors Remuneration

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

“That in accordance with Article 112 of the Company’s Constitution, ASX Listing Rule 10.17 and Section 208(1) of the Corporations Act, the maximum amount of fees aggregate payable to non-executive Directors be increased by $120,000 from $230,000 to $350,000 for each twelve month period commencing 1 January 2012 and thereafter in each and every calendar year until varied by members in general meeting.”

Voting exclusion statement

The Company will disregard any votes cast by:

• Fred Bart, Ian Dennis, Ben Greene, Mark Ureda, Peter Leahy or Kevin Scully; and

• An associate of that person (or the persons).

However, the Company need not disregard a vote if:

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

• It is cast by a person chairing the meeting as proxy for a person who is entitled to vote,

• in accordance with the direction on the proxy form to vote as the proxy decides.

6. Remuneration Report

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

“That the Remuneration Report section of the Directors’ Report for the Company for the year ended 31 December 2011 be adopted.”

DATED: 20 April 2012

By Order of the Board of Directors

I A dennis Company Secretary

Suite 2, Level 12, 75 Elizabeth Street Sydney NSW 2000 Australia Telephone +61 2 9233 3915 Fax +61 2 9232 3411 www.eos-aus.com

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

NOTICe OF GeNeRAL MeeTING

eXPLANATORy MeMORANduM TO SHAReHOLdeRS TO ACCOMPANy THe NOTICe OF ANNuAL GeNeRAL MeeTING

This Memorandum has been prepared for the information of shareholders of Electro Optic Systems Holdings Limited (referred to in this Memorandum as the “Company”) in connection with the business to be conducted at the Annual General Meeting of the members of the Company to be held on 31 May 2012.

1. Item 1 – Financial Report

The Corporations Act 2001 (Cth) (Corporations Act) requires the financial report (which includes the financial statements and directors’ declaration), the directors’ report and the auditor’s report for the last financial year to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for shareholders to approve the financial report, the directors’ report or the auditor’s report. Shareholders will have reasonable opportunity at the meeting to ask questions and make comments on these reports and on the business and operations of the Company.

2. Item 2 – Re-election of Mr Peter Leahy as a director

Mr Peter Leahy was appointed a non-executive director on 4 May 2009.

Peter Leahy AC retired from the Australian Army in July 2008 as a Lieutenant General in the position of Chief of Army. As well as being Chairman of the Army’s Advisory Committee he was also a Member of the Defence Committee, the Chiefs of Service Committee, the Council of the Australian War Memorial and the Board of Defence Housing Australia. Among his qualification he holds a BA (Military Studies), a Master of Military Arts and Science and is a member of the Australian Institute of Company Directors. In October 2008 he was appointed as a Professor and the foundation Director of the National Security Institute at the University of Canberra. He is a director of both Codan Limited and the Kokoda Foundation and a member of the Defence South Australia Advisory Board.

3. Item 3 – Re-election of Mr Mark ureda as a director

Mr Mark Ureda was appointed as a non-executive director on 28 April 2005.

Mark was vice president, Strategy and Technology for Northrop Grumman Corporation, a global defence company until August 2010. Mark is now Vice President and General Manager of the Harman Professional Loudspeaker Group. Mark received a bachelor’s degree in Engineering from the University of California at Los Angeles, a master’s degree in Acoustics from the Pennsylvania State University and a master’s degree in Finance from the UCLA Graduate School of Management.

4. Item 4 – Re-election of Mr Kevin Scully as a director

Mr Kevin Scully was appointed as a non-executive director 19 September 2011 to fill a casual vacancy.

Kevin Scully has more than 26 years of experience in equities research and analysis, corporate advisory and related matters, having worked for more than 12 years in various positions such as the head of research and director of Schroders and the Netresearch group (which he founded). Kevin is an advisor to two regulatory authorities of the Singaporean Government (Commercial Affairs Department and the Monetary Authority of Singapore) since 1999.

Suite 2, Level 12, 75 Elizabeth Street Sydney NSW 2000 Australia Telephone +61 2 9233 3915 Fax +61 2 9232 3411 www.eos-aus.com

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

NOTICe OF GeNeRAL MeeTING

5. Item 5 – Non-executive directors Remuneration

5.1. Article 112 of the Company’s Constitution provides that “The Directors shall be paid out of the funds of the Company as remuneration for their ordinary services as Directors such sum as may from time to time be determined by the Company in General Meeting. Such remuneration shall be by a fixed sum and shall not be by way of a commission on or a percentage of the turnover of the Company or (except in the case of a Managing Director or other Executive Director) its profits. The sum so fixed shall be divided amongst the Directors in such proportion and manner as they shall from time to time agree or in default of agreement equally.”

5.2. ASX Listing Rule 10.17 provides that the Company “must not increase the total amount of directors’ fees payable by it or any of its child entities without the approval of holders of its ordinary securities.”

5.3. On 11 April 2002 the maximum amount of directors’ fees approved by shareholders was $230,000 per annum.

5.4. The current level of directors’ fees paid to the 4 non executive directors and the Chairman amounts to $229,990 per annum which does not exceed the maximum approved by shareholders ($40,875 per non executive director and $66,490 for the Chairman).

5.5. The number of non-executive Directors on the Board may increase and maybe adjusted for CPI increases in the future, each of the members of the Board considers it is prudent and good corporate practice to seek approval of an increase of $120,000 per annum (to $350,000 per annum) in the approved maximum remuneration to cater for both CPI increase and any future changes to the composition of the Board.

5.6. The Board therefore seeks the approval of Members to increase the maximum approved remuneration for non-executive Directors in the manner indicated in Resolution 5.

6. Item 6 – Remuneration Report

The Annual Report for the year ended 31 December 2011 contains a Remuneration Report which sets out the remuneration policy of the Company and the remuneration arrangements in place with the Directors.

Under the provisions of the Corporations Act 2001, the shareholder vote is advisory only and will not require the Company to alter any arrangements detailed in the Remuneration Report, should the resolution not be passed. Notwithstanding the legislative effect of this requirement, the Board has determined that it will take the outcome of the vote into consideration when considering the remuneration policy.

Suite 2, Level 12, 75 Elizabeth Street Sydney NSW 2000 Australia Telephone +61 2 9233 3915 Fax +61 2 9232 3411 www.eos-aus.com

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

PROXy FORM

I/We

(BLOCK LETTERS)

of

being the holder of ordinary shares in Electro Optic Systems Holdings Limited hereby appoint:

SeCTION A: Complete if you desire to appoint ONE proxy. Name: of: SeCTION B: Complete if you desire to appoint TWO proxies.* Name: of: to exercise % of my voting rights; and Name: of: to exercise % of my voting rights.

• or failing him or her, the Chairman of the meeting as my proxy to vote and act for me and on my behalf at the GeNeRAL MeeTING of Electro Optic Systems Holdings Limited to be held on Thursday 31 May 2012 and any adjournment thereof. The Chairman of the meeting intends to vote in favour of the resolution in relation to any undirected proxies.

direction to proxy

Mark one of the three boxes for each resolution if you wish to direct the proxy how to vote. If no mark is made the proxy may vote on the resolution or abstain from voting as the proxy thinks fit. If you appoint two proxies and wish them to vote differently this should be specified.

If the Chairman of the 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 the resolution, 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/s and that votes cast by him for those resolutions 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 Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called for on the resolution.

==> picture [523 x 141] intentionally omitted <==

----- Start of picture text -----

In favour of the Against the
Ordinary Resolutions resolution resolution Abstain
1. Appointment of Mr Peter Leahy as a Director   
2. Appointment of Mr Mark Ureda as a Director   
3. Reappointment of Mr Kevin Scully as a Director   
4. Increase in Non-executive Directors Remuneration
  
cap to $350,000 per annum
5. Adoption of Remuneration Report   
----- End of picture text -----

Signed this day of 2012

Signature of Shareholder(s)

Suite 2, Level 12, 75 Elizabeth Street Sydney NSW 2000 Australia Telephone +61 2 9233 3915 Fax +61 2 9232 3411 www.eos-aus.com

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

NOTICe OF GeNeRAL MeeTING

NOTeS ON PROXy FORMS FOR THe ANNuAL GeNeRAL MeeTING

Notes on Completion of Proxy Forms

• Complete section A if you desire to appoint one proxy.

• ** Complete section B if you desire to appoint two proxies.

• • Delete if the Chairman is not to be a proxy.

Signing of the proxy form

Each person registered as the holder of the above shares must sign the proxy form personally or by a duly appointed attorney or agent.

If a proxy is given by a corporation, a form of proxy must be executed under common seal of the corporation or under the hand of its attorney.

If a proxy is executed by an attorney of a member the attorney must declare that the attorney has no notice of revocation of the power of attorney and the relevant power of attorney if it has not already been noted by the company, must accompany the form of proxy.

entitlement to appoint proxies

A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies who need not be members of the Company.

Where more than one proxy is appointed each proxy must be appointed to represent a specific proportion of the member’s voting rights. A proxy need not be a member of the Company.

Lodgement of Proxy Form

Forms to appoint proxies must be lodged with the Company not later than 9.00 am on Wednesday 30 May 2012 at the Registered Office of Electro Optic Systems Holdings Limited at Suite 2, Level 12, 75 elizabeth Street, Sydney, NSW 2000 .

Proxies may also be faxed to the Registered Office of Electro Optic Systems Holdings Limited on (02) 9232 3411 .

Point at which Voting Rights are determined

Regulation 7.11 of the Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of members will be taken for the purposes of determining member entitlements to vote at the meeting.

The Company’s Directors have passed a resolution to the effect that all shares of the Company that are quoted on the ASX at 30 May 2012 at 9.00 am 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.

Corporate Representative

In order to vote on behalf of a company that is a member of the Company, a valid Appointment of Corporate Representative form must be either lodged with the Company prior to the General Meeting or be presented at the meeting before registering on the Attendee Register for the General Meeting. An Appointment of Corporate Representative form is enclosed if required.

Suite 2, Level 12, 75 Elizabeth Street Sydney NSW 2000 Australia Telephone +61 2 9233 3915 Fax +61 2 9232 3411 www.eos-aus.com

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

NOTICe OF GeNeRAL MeeTING

APPOINTMeNT OF A CORPORATe RePReSeNTATIVe

Section 250d of the Corporations Act

This is to certify that by a resolution of the Directors of:

(Company)

Insert name of Shareholder

The Company has appointed:

Insert name of Corporation Representative

In accordance with the provisions of section 250D of the Corporations Act, to act as the body corporate representative of that company at the meeting of Electro Optic Systems Holdings Limited to be held on 31 May 2012 and at any adjournments of that meeting.

dATed

Executed by the Company (In accordance with its constituent documents).

Signed by an authorised representative Name of authorised representative [print] Position of authorised representative [print]	Signed by an authorised representative
	Name of authorised representative [print]
	Position of authorised representative [print]

INSTRuCTIONS FOR COMPLeTION

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the instructions below to complete the Certificate of Appointment:

1. Execute the Certificate following the procedure required by your Constitution or other constituent documents.

2. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

3. Insert the date of execution where indicated.

Send or deliver the certificate to the Registered Office of Electro Optic Systems Holdings Limited at Suite 2, Level 12, 75 elizabeth Street Sydney , or faxed to the Registered Office on (02) 9232 3411 .

Suite 2, Level 12, 75 Elizabeth Street Sydney NSW 2000 Australia Telephone +61 2 9233 3915 Fax +61 2 9232 3411 www.eos-aus.com