ENVIRONMENTAL GROUP LIMITED (THE) — AGM Information 2012

Oct 18, 2012

The Environmental Group Limited

Notice is given that the Annual General Meeting ( AGM ) of shareholders of The Environmental Group Limited ACN 000 013 427 (the Company ) will be held at the Royal Automobile Club, 89 Macquarie Street, Sydney New South Wales on Tuesday, 20 November 2012 commencing at 10.00am.

A. CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors’ Report and the Independent Audit Report of the Company for the financial year ended 30 June 2012.

Unless the Company’s Share Registry has been notified otherwise, shareholders will not be sent a hard copy of the Annual Report. All shareholders can view the Annual Report, which contains the Financial Report for the year ended 30 June 2012 on the website of the Company (http://www.environmental.com.au), under Shareholder Information / Annual Report.

B. QUESTIONS AND COMMENTS

Following the consideration of reports, the Chairman will give shareholders an opportunity to ask questions about or comment on the management of the Company.

The Chairman will also give shareholders an opportunity to ask the Auditor questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the Independent Audit Report;

• (c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Audit Report or the conduct of the audit. A list of written questions, if any, submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the AGM.

C. ITEMS FOR APPROVAL

1. Election of Mr Tim Hargreaves

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

“That Tim Hargreaves, who was appointed as a Director of the Company in accordance with clause 21.2.1 of the Company’s Constitution, retires in accordance with clause 21.2.1 of the Company’s Constitution, and having offered himself for election and being eligible, is hereby elected as a Director of the Company.”

2. Election of Mr Louis Niederer

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

“That Louis Niederer, who was appointed as a Director of the Company in accordance with clause 21.2.1 of the Company’s Constitution, retires in accordance with clause 21.2.1 of the Company’s Constitution, and having offered himself for election and being eligible, is hereby elected as a Director of the Company.”

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3. Re-Election of Mr John Read

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

“That John Read, retires as a director of the Company in accordance with clause 22.2.1 of the Company’s Constitution, and having offered himself for re-election and being eligible, is hereby re-elected as a Director of the Company.”

4. Remuneration Report

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

“That, the Company’s Remuneration Report for the financial year ended 30 June 2012 (set out in the Directors’ Report) be adopted.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4:

• a) by or on behalf of a member of the ‘key management personnel’[1] (KMP) whose remuneration is included in the Remuneration Report for the year ended 30 June 2012;

• b) by or on behalf of a closely related party[2] (such as close family members and any controlled companies) of a member of KMP whose remuneration is included in the Remuneration Report for the year ended 30 June 2012; or

• c) as a proxy of any of the above.

However, the Company need not disregard a vote cast on Resolution 4 if it is cast as a proxy for a person who is entitled to vote;

• in accordance with the directions (For, Against or Abstain) on the proxy appointment; or

• it is cast by the person chairing the meeting, and;

  • the proxy appointment does not specify how the proxy is to vote; and,

  • the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

5. Appointment of Auditor

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

“That, for the purposes of section 327B(1)(b) of the Corporations Act 2001 and for all other purposes, McIntosh Bishop, having been nominated by a shareholder and consented in writing to act in the capacity of auditor, be appointed as the auditor of the Company.”

By order of the Board

Sarah Prince Company Secretary 16 October 2012

1 ‘key management personnel’ has the meaning as defined in Section 9 of the Corporations Act 2001.

2 closely related party has the meaning as defined in Section 9 of the Corporations Act 2001 .

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ENTITLEMENT TO ATTEND AND VOTE

In accordance with Reg 7.11.37 of the Corporations Regulations 2001, the Board has determined that persons who are registered holders of shares of the Company as at 7:00pm (Sydney time) on 18 November 2012 will be entitled to attend and vote at the AGM as a shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Voting By Proxy

If you are a shareholder entitled to attend and vote at the AGM, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 to exercise its powers as proxy at the AGM.

A proxy need not be a shareholder of the Company. A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder’s votes.

To be effective, the proxy must be received at the share registry of the Company no later than 10.00am (Sydney time) on 18 November 2012. Proxies must be received before that time by one of the following methods:

ethods:
ONLINE	www.boardroomlimited.com.au/vote/eglagm2012
BY MAIL	Share Registry – Boardroom Pty LimitedGPO Box 3993Sydney NSW 2001Australia
BY FAX	+ 61 2 9290 9655
IN PERSON	Share Registry – Boardroom Pty LimitedLevel 7, 207 Kent StreetSydney NSW 2000Australia

To be valid, a proxy must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

Voting by Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10.00am (Sydney time) on 18 November 2012 being 48 hours before the AGM.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act 2001. The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company’s representative.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of shareholders of the Company ( Shareholders ) in relation to the business to be conducted at the Company’s 2012 Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions. The Directors recommend that Shareholders read this Explanatory Statement before determining whether or not to support the resolutions.

Resolutions 1, 2, 3 & 5 are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by shareholders entitled to vote on the resolution. Resolution 4 is an advisory resolution and requires a simple majority of votes cast by shareholders entitled to vote on the resolution. Resolution 4 is advisory only and does not bind the Directors or the Company.

RESOLUTION 1: ELECTION OF TIM HARGREAVES

Mr Tim Hargreaves B.Sc (Hons), PGDip PEng was appointed by the Board to a casual vacancy as a Non–Executive Director of the Company on 18 May 2012.

In accordance with clause 21.2.1 of the Company’s Constitution, Mr Hargreaves retires and, being eligible, offers himself for election as a Director by the Shareholders in accordance with clause 21.2.1 of the Company’s Constitution.

Mr Hargreaves has over 35 years experience in technical and managerial roles in the petroleum and mining sectors in Asia and the Middle East for major companies including BHP, Fletcher Challenge and Union Texas Petroleum as well as start ups and small independents. He has led successful exploration and commercialisation campaigns in Pakistan and Egypt which were dependent upon technical and commercial innovation in complex regulatory environments. Since 2009 he has been Research Director Resources and Commodities for a private Singapore based funds management company and prior to that he was Technical Director for a private Dubai based petroleum investment company.

The Directors, with Mr Hargreaves abstaining, unanimously recommend that Shareholders vote in favour of this resolution.

RESOLUTION 2: ELECTION OF LOUIS NIEDERER

Mr Louis Niederer, MBA was appointed by the Board as a Director of the Company on 18 May 2012 and Chairman of the Company effective 1 August 2012.

In accordance with clause 21.2.1 of the Company’s Constitution, Mr Niederer retires and, being eligible, offers himself for election as a Director by the Shareholders in accordance with clause 21.2.1 of the Company’s Constitution.

Mr Niederer will not be required to be considered for re-election as a director at future general meetings while he serves in the role of Managing Director (for the purposes of clauses 22.1 of the Company’s Constitution and ASX Listing Rule 14.4) as is the case at present.

Mr Niederer has over 25 years experience in the Finance Industry. Previously, Chairman of Bremer Park Limited (ASX: BPK) and Director of University Paton Limited (ASX:UPL) and Pearl Healthcare Limited (ASX:PHL). Previous positions held with Potts West Trumbull, Deutsche Bank and James Capel & Company (HSBC). He established Niederer & Company Investment Management (an individually managed account investment business) in 1996. Assets under management grew to approximately $100 million. The business was closed, with the return of all funds to clients, in 2007.

The Directors, with Mr Niederer abstaining, unanimously recommend that Shareholders vote in favour of this resolution.

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RESOLUTION 3: RE-ELECTION OF JOHN READ

Mr John Read, B.Sc (Hons), MBA, FAICD was appointed to the Board in March 2001 and was Chairman from April 2001 to August 2012. Mr Read is Chairman of the Remuneration and Nomination Committee. & a member of the Audit and Risk Committee.

In accordance with clause 22.2.1 of the Company’s Constitution, Mr Read retires and, being eligible, offers himself for re-election as a Director by the Shareholders in accordance with clause 22.1 of the Company’s Constitution.

Mr Read has over 25 years experience in leading and promoting high growth Australian enterprises including Directorships of numerous companies listed on the Australian Securities Exchange. He is one of Australia’s foremost and most experienced venture capitalists. Mr Read is currently Chairman of Patrys Limited (ASX: PAB) and was formerly Chairman of Pro-Pac Packaging Limited (ASX:PPG) from 2005 to 2010. Mr Read is also a Director of CVC Limited (ASX: CVC), CVC Private Equity Limited, CVC Sustainable Investments Limited, and numerous private corporations.

The Directors, with Mr Read abstaining, unanimously recommend that Shareholders vote in favour of this resolution.

RESOLUTION 4: REMUNERATION REPORT

Section 250R(2) of the Corporations Act 2001 requires the shareholders to vote on an advisory resolution that the Remuneration Report (the Report) be adopted.

The Report details the remuneration policy for the Company and reports the remuneration arrangements for Key Management Personnel (identified for the purposes of the Accounting Standards) and other EGL employees. The Report is available from page 23 in the Company’s Annual Report which can be viewed on the Company website (http://www.environmental.com.au), under Shareholder Information / Annual Report.

The Chairman will give shareholders a reasonable opportunity to ask questions about or make comments on the Report.

The Directors unanimously recommend Shareholders vote in favour of this advisory resolution.

RESOLUTION 5: APPOINTMENT OF MCINTOSH BISHOP AS AUDITORS

Grant Thornton have given their notice of intention to resign as auditor of the Company (under section 329(5) of the Corporations Act); this is subject to receipt of the consent of the Australian Securities & Investments Commission (ASIC).

Subject to ASIC consenting to the resignation of Grant Thornton and Grant Thornton submitting a resignation to the Company, it is proposed that the Company appoint McIntosh Bishop as auditor of the Company.

In accordance with Section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a shareholder for McIntosh Bishop to be appointed as the Company’s auditor. A copy of this nomination is attached to this Explanatory Statement under Schedule 1.

McIntosh Bishop has given its written consent to act as the Company’s auditor subject to shareholder approval of this resolution.

If this resolution is passed, the appointment of McIntosh Bishop as the Company’s auditor will take effect at the close of this AGM.

The Directors unanimously recommend that Shareholders vote in favour of this resolution.

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SCHEDULE 1

Nomination from a shareholder for the appointment of McIntosh Bishop as auditor the subject of Resolution 5

15 October 2012 The Company Secretary The Environmental Group Limited Unit 1A, 9 Packard Avenue Castle Hill NSW 2154

Dear Madam,

RE: NOMINATION OF MCINTOSH BISHOP AS AUDITOR OF THE ENVIRONMENTAL GROUP LIMITED

I Louis Niederer, being the corporate representative of Allabah Pty Ltd, a shareholder of The Environmental Group Limited, hereby nominate McIntosh Bishop of Level 4, 83 Mount St North Sydney NSW 2060 for the appointment as auditor of The Environmental Group Limited at its forthcoming Annual General Meeting.

I consent to the distribution of a copy of this notice of nomination as a schedule to the Notice of Meeting and Explanatory Statement for the 2012 Annual General Meeting of The Environmental Group Limited as required by section 328B(3) of the Corporations Act 2001.

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__________________________ Louis Niederer Allabah Pty Ltd

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The Environmental Group Limited

ABN 89 000 013 427

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FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Name/Address 1 Name/Address 2 Name/Address 3 Name/Address 4 Name/Address 5 Name/Address 6

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.00 am (Sydney Time) on SUNDAY 18[th] November 2012

TO VOTE ONLINE

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

Reference Number: SR+I_XXXXXX Please note it is important you keep this confidential

STEP 1 : VISIT www.boardroomlimited.com.au/vote/eglagm2012 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC: VAC_XXX

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

• (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at time 10.00am (Sydney Time) on 20[th] November 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Vote online at:

www.boardroomlimited.com.au/vote/eglagm2012 or turnover to complete the Form �

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

THE ENVIRONMENTAL GROUP LIMITED

Name/Address 1 Name/Address 2 Name/Address 3 Name/Address 4 Name/Address 5 Name/Address 6

S_XXXXXXXXXX

STEP 1 - Appointment of Proxy

I/We being a member/s of The Environmental Group Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an OR ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of The Environmental Group Limited to be held at the Royal Automobile Club, 89 Macquarie Street, Sydney NSW 2000 on Tuesday, the 20[th] November 2012 at 10.00 am (Sydney Time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

I/We expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. The Chairman of the Meeting intends to vote all undirected proxies in favour of all items of business.

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions

Ordinary Business For Against Abstain* Resolution 1 Election of Director - Mr Tim Hargreaves Resolution 2 Election of Director – Mr Louis Niederer Resolution 3 Re-election of Director – Mr John Read Resolution 4 Adoption of the Remuneration Report Resolution 5 Appointment of Auditor

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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----- Start of picture text ----- STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.Individual or Securityholder 1 Securityholder 2 Securityholder 3Sole Director and Sole Company Secretary Director Director/Company SecretaryContact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2012----- End of picture text -----