EVT LIMITED — AGM Information 2009

Sep 17, 2009

Amalgamated Holdings Limited

ABN 51 000 005 103

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~~NOTICE OF ANNUAL GENERAL MEETING~~

Notice is hereby given that the Annual General Meeting of the shareholders of Amalgamated Holdings Limited (the “Company” ) will be held at the State Ballroom, State Theatre, 49 Market Street, Sydney, New South Wales on Friday 23 October 2009 at 10:00am (Sydney time).

ORDINARY BUSINESS

Annual Report

1. To receive and consider the financial statements of the Company and its controlled entities (collectively the “ Group ”) and the reports and declarations of the directors and of the auditor for the year ended 30 June 2009.

Remuneration Report

1. To adopt the remuneration report for the year ended 30 June 2009.

Note – the vote on this resolution is advisory only and does not bind the directors or the Company.

Directors

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. “That Mr Alan Graham Rydge being a director who retires by rotation, in accordance with rule 63 of the Constitution, and being eligible, is re-elected as a director of the Company.”

2. “That Mr Peter Roland Coates having been appointed as a director since the last Annual General Meeting, and who retires in accordance with rule 65 of the Constitution, and being eligible, is re-elected as a director of the Company.”

SPECIAL BUSINESS

To Amend the Constitution to Renew the Proportional Takeover Provisions for a Further Three Years To consider and, if thought fit, pass the following resolution as a special resolution:

1. That the Constitution of the Company is amended in the manner as set out in the Explanatory Notes to the Notice of Meeting, such that Clause 109 of the Constitution is renewed with effect from 23 October 2009 for a period of 3 years.”

Award of Shares to the Managing Director under the Executive Performance Share Plan To consider and, if thought fit, pass the following resolution as an ordinary resolution:

1. “That the shareholders approve for all purposes, including ASX Listing Rule 10.14, the award of up to 300,000 fully paid ordinary shares in the Company to the Managing Director Mr David Christopher Seargeant pursuant to the Amalgamated Holdings Limited Executive Performance Share Plan and on the terms summarised in the Explanatory Notes to the Notice of Annual General Meeting.”

Voting exclusion statement:

As required by the ASX Listing Rules, the Company will disregard any votes cast on resolution 6 by Mr David Seargeant and any associate of Mr Seargeant. 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 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.

By order of the Board:

GREG DEAN

Company Secretary Sydney, 18 September 2009

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ABN 51 000 005 103

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Amalgamated Holdings Limited

~~EXPLANATORY NOTES~~

These Explanatory Notes form part of the Notice of Meeting and are intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions.

The directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to the resolutions.

ITEM 1 – ANNUAL REPORT

The Corporations Act 2001 requires that the reports of the directors and the auditor and the financial statements of the Company (collectively the “Annual Report” ) be laid before the Annual General Meeting. The Corporations Act 2001 does not require a vote of shareholders at the Annual General Meeting on such reports or statements.

The Annual Report is available on the Company’s internet site (www.ahl.com.au). Shareholders who have specifically requested a hard copy of the Annual Report will receive it in the mail. Shareholders who have not specifically requested a hard copy of the Annual Report (free of charge) but would like to do so should contact the share registry on 1300 850 505.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions of the Board of directors in relation to the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the Independent Auditor’s Report, the accounting policies adopted by the Company and Group in relation to the preparation of its financial statements, and the independence of the auditor in relation to the conduct of the audit.

ITEM 2 – REMUNERATION REPORT

The remuneration report is set out on pages 35 to 44 of the 2009 Annual Report. It is also available on the Company’s internet site (www.ahl.com.au). The remuneration report:

• explains the structure of, and rationale behind, the Group’s remuneration practices and the link between the remuneration of senior executives and the Group’s performance;

• sets out remuneration details for each director of the Company and for each member of the Group’s senior executive team during the year; and

• makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives, including the executive director.

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

The vote on the remuneration report is advisory only, and does not bind the directors or the Company. Nevertheless, the Nomination and Remuneration Committee will take into account the discussion on this item and the outcome of the vote when considering the future remuneration arrangements of the Company and the Group.

The Board recommends that shareholders vote in favour of item 2.

The Chairman of the Meeting intends to vote undirected proxies in favour of the adoption of the remuneration report.

ITEMS 3 AND 4 – RE-ELECTION OF DIRECTORS

Mr Alan Graham Rydge

Mr Alan Graham Rydge, a non-executive director and Chairman of the Board, retires by rotation in accordance with the Constitution. Rule 63 of the Constitution states that no director (excluding the Managing Director) shall remain in office for a period in excess of three years without re-election.

A profile of Mr Rydge is included on page 21 of the 2009 Annual Report.

Mr Peter Roland Coates AO

Mr Peter Roland Coates AO, an independent non-executive director, was appointed to the Board of the Company on 10 July 2009. Rule 65 of the Constitution states that any director appointed to fill a casual vacancy holds office only until the next following annual general meeting and is then eligible for re-election.

A profile of Mr Coates is included on page 21 of the 2009 Annual Report and is also set out herewith:

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Peter Coates AO Age 63.

Experience and directorships

Mr Coates is an experienced company director with 40-plus years’ senior executive experience in the mining and commodities industries. Mr Coates’ experience includes exposure to domestic and international business practices, mergers and acquisitions and the development of industry leading workplace reporting and governance standards for numerous joint venture partnerships and companies listed in Australia and the United Kingdom. Previously Mr Coates was non–executive chairman of Xstrata Australia Pty Limited and chief executive of Xstrata Coal.

Mr Coates’ current directorships include, Downer EDI Limited (appointed 30 October 2008); Minara Resources Limited (appointed 1 April 2008 and chairman on 9 May 2008); and Santos Limited (appointed 18 March 2008 and deputy chairman 10 December 2008).

As part of its ongoing performance review process, the Board considered Alan Rydge and Peter Coates’ contribution to the Board and strongly supports the re-election of Messrs Rydge and Coates as directors of the Company.

Mr Thomas Cummings Ford, who has served the Board since 1993, will retire at the Annual General Meeting and will not stand for re-election. The Chairman of the Meeting intends to vote undirected proxies in favour of the re-election of each of Alan Rydge and Peter Coates.

ITEM 5 – TAKEOVER APPROVAL PROVISIONS

At a general meeting of the Company held on 28 November 1991, Clause 109 of the Company’s Constitution was adopted, in its original form, by shareholders of the Company. Clause 109 was subsequently amended and renewed for further successive three-year periods at general meetings of the Company held on 17 November 1994, 20 November 1997, 16 November 2000, 23 October 2003 and again on 20 October 2006.

The provisions prohibit the registration of transfers of shares acquired under a proportional takeover bid unless a resolution is passed by shareholders approving the bid. As provided in Clause 109, the provisions cease to have effect on the third anniversary of their last renewal unless renewed. Accordingly, it is appropriate to consider renewing the takeover approval provisions by reinserting Clause 109, in the form attached, in the Constitution of the Company at the forthcoming Annual General Meeting.

What is a proportional takeover bid?

A proportional takeover bid is one in which a bidder offers to buy only a proportion of each shareholder’s shares in the target company. This can result in control being transferred to the bidder without shareholders having the chance to sell all their shares. It also means a bidder can obtain control of a company without paying appropriate consideration for gaining such control.

To deal with this possibility, the Corporations Act 2001 permits a company to require its shareholders to consider a resolution to approve a proportional takeover bid before the bid is accepted, by setting out appropriate provisions in its constitution. The Company wishes to renew existing provisions in its Constitution for the reasons set out in these explanatory notes.

Effect of the provisions

If Clause 109 is renewed and a proportional takeover bid is subsequently made for a class of shares in the Company, the directors will be required to convene a general meeting of shareholders in that class to vote on a resolution to approve the proportional takeover bid or to conduct a postal ballot to approve the proportional takeover bid. The resolution must be passed more than 14 days before the last day of the bid period. The bidder and any of its associates will be excluded from voting.

If the resolution is rejected by shareholders, then the bid will be deemed to be withdrawn and registration of any transfer of shares resulting from the proportional bid will be prohibited. Acceptances will be returned and any contracts formed by acceptances will be rescinded.

If the resolution is approved, transfers of shares to the bidder will be registered provided they comply with the other provisions of the Company’s Constitution.

If no resolution is voted on by the 14th day before the last day of the bid period, then the resolution approving the proportional bid will be deemed to have been approved.

If renewed, Clause 109 will expire after three years, unless further renewed by shareholders by a special resolution.

Reasons for proposing resolution

The Corporations Act 2001 permits the inclusion and renewal of proportional takeover approval provisions in a company’s constitution.

The directors consider that shareholders should continue to have the opportunity to vote on a proposed proportional

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takeover bid. Without the provisions, a proportional takeover bid for the Company might enable a bidder to obtain control of the Company without shareholders having the opportunity to dispose of all their shares or dispose their shares for an adequate control premium. The provisions give shareholders the opportunity to decide whether a proportional takeover bid should proceed. If it does proceed individual shareholders can make a separate decision as to whether they wish to accept the offer for their shares.

Present acquisition proposals

As at the date of this explanatory statement, none of the directors is aware of a proposal by a person to acquire or to increase the extent of a substantial interest in the Company.

Review of the advantages and disadvantages of the proportional takeover approval provisions during the period

they have been in effect

During the period since 28 November 1991, in which proportional takeover provisions such as Clause 109 have been in effect, there have been no proportional takeover bids made for the Company and the clause has therefore not been activated. Therefore, there has been no example against which to review the advantages or disadvantages of the provisions for the directors and the shareholders, respectively, during this period.

Potential advantages and disadvantages

The provisions of Clause 109 enable the directors to ascertain the views of shareholders on a proportional takeover bid. Apart from this, there is no specific advantage or disadvantage for directors, as directors, in renewing the proportional takeover approval provisions.

The potential advantages of the proportional takeover provisions for shareholders of the Company are:

• the provisions ensure that all shareholders (other than the bidder and its associates) will have an opportunity to study a proportional takeover bid proposal and vote on whether it should be permitted to proceed;

• the requirement for shareholder approval should ensure that the terms of any future proportional bids are structured to be attractive to a majority of independent shareholders;

• the provisions may help shareholders avoid being locked in as a minority; and

• knowing the view of the majority of shareholders may help individual shareholders assess the likely outcome of a proportional takeover bid and to decide whether to accept or reject that offer.

The potential disadvantages of the proportional takeover provisions for shareholders of the Company are:

• the takeover approval provisions may make a proportional takeover bid more difficult to achieve and therefore proportional bids may be discouraged;

• this in turn may reduce opportunities which shareholders may have to sell some of their shares at an attractive price to persons securing control of the Company and may reduce an element of takeover speculation from the Company’s share price; and

• the provisions arguably constitute an additional restriction on the ability of shareholders to deal freely with their shares.

The directors consider the potential advantages for shareholders outweigh the potential disadvantages and that renewal of Clause 109 as proposed in the resolution is in the best interests of shareholders.

The Board recommends that shareholders vote in favour of the resolution.

The provisions of Clause 109 to be renewed are as set out below:

“Takeover approval provisions

• 109.1 Notwithstanding the provision of Clauses 21 and 22 but only to the extent permitted by the SCH Business Rules, the registration of any transfer of shares giving effect to a contract resulting from the acceptance of an offer made under a proportional takeover bid in accordance with the Law is prohibited unless and until an approving resolution to approve that takeover bid is passed, or taken to be passed in accordance with Clause 109.2 to 109.8.

• 109.2 If offers in respect of shares in the Company have been made under a proportional takeover bid in accordance with the Law, the directors must ensure that an approving resolution to approve the takeover bid is voted on in accordance with this Clause 109 before the approving resolution deadline, being the day that is the fourteenth day before the last day of the bid period.

• 109.3 The directors may determine whether the approving resolution is voted on:

• (a) at a meeting of persons entitled to vote on the resolution convened and conducted, subject to the provisions of Clauses 109.4 to 109.6 as if it was a general meeting of the Company convened and conducted in accordance with this Constitution and the Law with such modifications as the directors determine the circumstances require; or

• (b) by means of a postal ballot conducted in accordance with the following procedure:

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• (i) a notice of postal ballot paper must be sent to all persons holding shares included in the class of shares in respect of which offers under the proportional takeover bid are made not less than 14 days before the date specified in the notice for closing of the postal ballot, or such lesser period as the directors determine the circumstances require.

• (ii) the non-receipt of a notice of postal ballot or ballot paper by, or the accidental omission to give a notice of postal ballot or ballot paper to, a person entitled to receive them does not invalidate the postal ballot or any resolution passed under the postal ballot.

• (iii) the notice of postal ballot must contain the text of the proposed approving resolution and the date for closing of the ballot and may contain any other information the directors consider appropriate.

• (iv) each ballot paper must specify the name of the person entitled to vote.

• (v) a postal ballot is only valid if the ballot paper is duly completed and:

  • (A) if the person entitled to vote is an individual, signed by the member or a duly authorised attorney; or

  • (B) if the person entitled to vote is a corporation, executed under seal, two directors or a director and secretary or under the hand of a duly authorised officer or duly authorised person.

• (vi) a postal ballot is only valid if the ballot paper and the power of attorney or other authority (if any) under which the ballot paper is signed or a copy of that power or authority certified as a true copy by statutory declaration is or are received by the Company before close of business on the date specified in the notice of postal ballot for closing of the postal ballot at the registered office or share registry of the Company or at such other place as is specified for that purpose in the notice of postal ballot.

• (vii) a person may revoke a postal ballot vote by notice in writing to be received by the Company before the close of business on the date for closing of the postal ballot.

• 109.4 Subject to Clause 109.5, the only persons entitled to vote on the resolution are those persons who, as at the end of the day on which the first offer under the proportional takeover bid was made are registered in the books of the Company as the holder of shares in the class in respect of which the bid is made. Each person who is entitled to vote is entitled to one vote for each such share held by that person at that time.

• 109.5 The bidder or an associate of the bidder (as defined in the Law) under the proportional takeover bid is not entitled to vote on the approving resolution.

• 109.6 If the approving resolution is voted on in accordance with this Clause 109 then it is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50% and otherwise is taken to have been rejected.

• 109.7 If no approving resolution to approve a proportional takeover bid has been voted on as at the end of the approving resolution deadline, being the day before the day that is the fourteenth day before the last day of the bid period, then an approving resolution to approve the proportional takeover bid is taken to have been passed in accordance with this Clause 109.

• 109.8 Nothing in this Clause 109 authorises the Company to interfere with the takeover procedures under the SCH Business Rules.

• 109.9 This Clause 109 ceases to have effect on the day three years after the later of its adoption or last renewal.”

ITEM 6 – AWARD OF SHARES TO MR DAVID SEARGEANT

Shareholder approval is sought for the award of up to 300,000 fully paid ordinary shares in the Company to the Managing Director, Mr David Seargeant, under the Company’s long term incentive arrangements on the terms set out below.

The establishment of the Amalgamated Holdings Limited Executive Performance Share Plan (the “Plan” ) was approved by shareholders at the Company’s Annual General Meeting held on 20 October 2006. The Plan provides an incentive for executives to achieve above average performance over the medium to long term in the Company’s businesses. Under the Plan the directors of the Company make an award of fully paid ordinary shares in the Company to certain senior executives. The shares remain in the possession of the trustee of the Plan, and will not vest in the executive until the performance criteria specified by the Board at the time of the award of the shares has been achieved.

The Company has awarded shares to certain senior executives on similar terms to those set out below. As the Company is required to seek shareholder approval for any award of shares to the Managing Director under ASX Listing Rule 10.14, the Company is unable to award shares to the Managing Director until such approval is obtained. The Board considers that it is important that the remuneration of the Managing Director and members of the senior executive team, including any long term incentive, be on the same terms to ensure a co-ordinated and consistent approach.

The performance criteria to apply to the award of shares is based on earnings per share ( “EPS” ) and Total Shareholder Return ( “TSR” ) growth of the Company as determined by the Board over a three-year period (the “Performance Period” ). Each award is divided into equal portions with each portion being subject to a different performance hurdle.

The extent to which the performance hurdles have been met will be assessed by the Board at the expiry of the Performance Period. The performance hurdles for this award of shares will be based on the Company’s EPS and TSR growth over the Performance Period of the three years from 30 June 2009 (being the “Base Year” ) to 30 June 2012.

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The EPS hurdle requires that the Company’s EPS growth for the Performance Period must be greater than the target set by the Board. For the award of shares with an EPS hurdle, the hurdle is as follows:

• (a) if annual compound EPS growth over the Performance Period is less than 8% no shares will vest;

• (b) if annual compound EPS growth over the Performance Period is equal to 8%, but less than 12%, the proportion of performance shares vesting will be increased on a pro-rata basis between 50% and 100%; or

• (c) if annual compound EPS growth over the Performance Period compared to the Base Year is equal to or greater than 12%, all of the performance shares awarded will vest.

The TSR hurdle requires that the growth in the Company’s TSR must be at or above the median of the Company’s comparator group. The comparator group is S&P/ASX 200 (excluding certain trusts, infrastructure groups and mining companies). Growth in TSR is defined as share price growth and dividends paid and reinvested on the ex-dividend date (adjusted for rights, bonus issues and any capital reconstructions) measured from the time of issue to the time of vesting. For the award of shares with a TSR hurdle, the hurdle is as follows:

• (a) if annual compound TSR growth over the Performance Period is less than the 51[st] percentile no shares will vest;

• (b) if annual compound TSR growth over the Performance Period is equal to or exceeds the 51[st] percentile but less than 75[th] percentile, the proportion of performance shares vesting will be increased on a pro-rata basis between 50% and 100%; or

• (c) if annual compound TSR growth over the Performance Period is equal to or greater than the 75[th] percentile all of the performance shares awarded will vest.

The Board retains the discretion to vary the performance hurdles and criteria.

Details of all shares on issue, the applicable hurdles and the major provisions of the Plan are outlined in the remuneration report in the 2009 Annual Report.

As advised to shareholders in previous Explanatory Memoranda the directors expect to make awards of shares under the Plan each year. Any shares issued to directors requires approval of shareholders under ASX Listing Rule 10.14, including shares issued under the Plan. Only executive directors are eligible to participate in the Plan. The Company currently has one executive director – Mr David Seargeant, Managing Director of the Company. It is proposed Mr Seargeant be awarded a total of up to 300,000 shares in accordance with the Plan. The Company shall award the shares no later than 22 October 2010.

If approved by shareholders, the Board will determine the timing of grant and the number of shares granted (up to the maximum number approved by shareholders) following recommendations by the Nomination and Remuneration Committee and subject to the Group’s senior executive remuneration policy. The award level of 300,000 fully paid ordinary shares is the total maximum number of shares that may be issued to Mr Seargeant and does not necessarily represent the number that will be issued. Mr Seargeant will not be required to pay any cash consideration on issue of the shares and there is no loan to Mr Seargeant in connection with the issue of shares. If Mr Seargeant ceases to be employed by the Group during the Performance Period, entitlement to the shares will only be given in limited circumstances.

The previous Plan awards to Mr Seargeant are set out in the table below:

Date of Approval at Annual General Meeting	Number of Shares Approved	Number of Shares Issued	Date Performance Shares Awarded	Performance Period
20 October 2006	100,000	100,000	19 February2007	30 June 2006 to 30 June 2009
30 November 2007	100,000	100,000	18 February2008	30 June 2007 to 30 June 2010
24 October 2008	150,000	140,000	23 February2009	30 June 2008 to 30 June 2011

At both the 2006 and 2007 Annual General Meetings, shareholders approved awards of up to 100,000 shares in the Company to Mr Seargeant for no consideration. At the 2008 Annual General Meeting, shareholders approved the award of up to 150,000 shares in the Company to Mr Seargeant for no consideration. The shares, the subject of the 2006, 2007 and 2008 shareholder approval, will not vest until the performance criteria with respect to each award has been satisfied over the respective Performance Periods. Further details of the issue to Mr Seargeant, and Mr Seargeant’s remuneration for the year ended 30 June 2009, are included in the remuneration report in the 2009 Annual Report.

Each of the non-executive directors of the Company recommends that shareholders vote in favour of this resolution.

Pursuant to ASX Listing Rule 10.15.5 the Company will disregard any votes cast on Item 6 by Mr Seargeant and any associate of Mr Seargeant. 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 direction 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 a direction on the proxy form to vote as the proxy decides.

The Chairman of the Meeting intends to vote undirected proxies in favour of this resolution.

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VOTING ENTITLEMENTS

Directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register at 7:00pm (Sydney time) on 21 October 2009. Accordingly, share transfers registered after that time will be disregarded in determining entitlement to attend and vote at the Annual General Meeting.

PROXIES

• A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company.

• A proxy may be an individual or body corporate. If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 ; and

  • provides satisfactory evidence of the appointment of its corporate representative.

• provides satisfactory evidence of the appointment of its corporate representative.

• If such evidence is not received at least 24 hours before the meeting, the body corporate (through its representative) will not be permitted to act as a proxy.

• On a poll, shareholders have one vote for every fully paid ordinary share held. On a show of hands, every person present and qualified to vote has one vote.

• Under the Corporations Act 2001 , if a shareholder appoints more than one proxy, neither proxy may vote on a show of hands, but both proxies will be entitled to vote on a poll.

• If a shareholder is entitled to cast two or more votes, they may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes. If it is desired to appoint two proxies, then an additional proxy form can be obtained from the share registry of the Company by telephoning 1300 850 505.

• A representative of a company attending the meeting must present satisfactory evidence of his or her appointment to attend on its behalf, unless previously lodged with the share registry of the Company.

The Proxy Form (see attached) (and if the appointment is signed by the appointor’s attorney, the original authority under which the appointment was signed or a notarially certified copy of the authority) must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, or by facsimile (03) 9473 2555, or the Company’s Registered Office or by facsimile (02) 9373 6534 and must be received not later than 24 hours before the commencement of the meeting.

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

In accordance with the Corporations Act 2001, shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions about or to make comments on the management of the Company or the Group.

Similarly, a reasonable opportunity will be given to shareholders to ask the Group’s external auditor, KPMG, questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the Independent Auditor’s Report;

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

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

Shareholders may submit written questions to the directors in accordance with the directions on the question sheet accompanying this Notice of Meeting. Shareholders may also submit written questions to KPMG if the questions are relevant to the content of the KPMG Independent Auditor’s Report or the conduct of its audit of the Company or the Group’s financial statements for the year ended 30 June 2009.

Relevant written questions for KPMG must be received by the Company’s Registered Office or Computershare at the addresses listed below no later than 5:00pm (Sydney time) on Friday 16 October 2009. KPMG will either answer the questions at the meeting or table written answers at the meeting. If written answers are tabled, they will be made available to shareholders as soon as practicable after the meeting.

A question sheet has been provided to you with the material accompanying this Notice of Meeting.

AMALGAMATED HOLDINGS LIMITED

ABN 51 000 005 103 Registered Office Level 10/49 Market Street Sydney NSW 2000 Telephone: 61 2 9373 6600 Facsimile: 61 2 9373 6534

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED

GPO Box 2975 Melbourne VIC 3001 Telephone: 1300 850 505 (within Australia) Telephone: 61 3 9415 4000 (outside Australia) Facsimile: 61 3 9473 2500

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Amalgamated Holdings Limited

ABN 51 000 005 103

~~QUESTIONS FROM SHAREHOLDERS~~

Your questions regarding matters relating to the Company or the Group that may be relevant to the 2009 Annual General Meeting are important to us. We invite you to use this form to submit any questions that you may have regarding the Annual General Meeting matters.

Please complete and return this form in the envelope provided along with the Proxy Form. Alternatively you can return the form via facsimile to the Company’s Registered Office on (02) 9373 6534. Please note that written questions for KPMG must be received no later than 5:00pm (Sydney time) on Friday 16 October 2009.

We will endeavour to address all questions of general interest to shareholders at the 2009 Annual General Meeting.

Shareholder’s Name:

Address:

Shareholder Reference Number or Holder Identification Number:

Questions to Directors

All written questions to the directors should be submitted no later than 24 hours before the commencement of the Annual General Meeting.

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Questions to KPMG

All written questions to KPMG should be received by the Company’s Registered Office or Computershare no later than 5:00pm (Sydney time) on Friday 16 October 2009.

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All correspondence to:

AMALGAMATED HOLDINGS LIMITED ABN 51 000 005 103 Registered Office Level 10/49 Market Street Sydney NSW 2000 Telephone: (02) 9373 6600 Facsimile: (02) 9373 6534

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED

GPO Box 2975 Melbourne VIC 3001 Telephone: 1300 850 505 (within Australia) Telephone: 61 3 9415 4000 (outside Australia) Facsimile: 61 3 9473 2500

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 AHD MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to +61 3 9473 2555

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

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Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Cast your proxy vote Access the annual report Review and update your securityholding

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For your vote to be effective it must be received by 10:00am (Sydney time), Thursday 22 October 2009

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

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

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on the question form attached to the Notice of Meeting and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

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916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Amalgamated Holdings Limited hereby appoint

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the Chairman OR of the meeting

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 to act generally at the meeting 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) at the Annual General Meeting of Amalgamated Holdings Limited to be held at the State Ballroom, State Theatre, 49 Market Street, Sydney on Friday, 23 October 2009 at 10:00am (Sydney Time) and at any adjournment of that meeting.

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

Items of Business

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Ordinary Business

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• 2 To adopt the remuneration report for the year ended 30 June 2009

• 3 To re-elect Mr Alan Graham Rydge as a director of the Company

• 4 To re-elect Mr Peter Roland Coates as a director of the Company

Special Business

• 5 To amend the Constitution to renew the proportional takeover provisions for a further three years

• 6 Award of Shares to the Managing Director under the Executive Performance Share Plan

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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