EVZ LIMITED — AGM Information 2007

Oct 28, 2007

ABN 87 010 550 357

ENVIROZEL Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the members of Envirozel Limited ACN 010 550 357 (“Company”) will be held at Level 7, 114 William Street, th Melbourne, Victoria, at 10.00 am on 27 November 2007 .

BUSINESS

Financial Report

To consider and receive the annual financial statements, the directors’ report and audit report of the Company.

Resolution 1:

RE-ELECTION OF GORDON McKERN

To consider, and if thought fit, to pass, with or without modification, the following resolution:

"That, having retired pursuant to the Constitution of the Company, Gordon McKern be re-elected as a director."

For an explanation of this resolution, see the Explanatory Memorandum that forms part of this Notice.

Resolution 2:

RE-ELECTION OF PETER JONES

To consider, and if thought fit, to pass, with or without modification, the following resolution:

"That, having retired pursuant to the Constitution of the Company, Peter Jones be re-elected as a director."

For an explanation of this resolution, see the Explanatory Memorandum that forms part of this Notice.

1

Resolution 3:

APPROVAL OF PREVIOUS ISSUE OF SECURITIES [ASX Listing Rule 7.4]

To consider and (if thought fit) to pass, with or without modification, the following resolution:

"That the Company approves and ratifies the issue and allotment of a total of 685,654 fully paid Ordinary Shares to Napadan Investments Pty Ltd at an issue price of $0.474 per share. The shares were issued as part settlement of the Danum Engineering business”.

The Company will disregard any votes cast on this resolution by:

• Napadan Investments Pty Ltd; and

• any associate of Napadan Investments Pty Ltd.

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.

Resolution 4:

APPROVAL OF PREVIOUS ISSUE OF SECURITIES [ASX Listing Rule 7.4]

To consider and (if thought fit) to pass, with or without modification, the following resolution:

"That the Company approves and ratifies the issue and allotment of a total of 20,040 fully paid Ordinary Shares to Ian Wallace at an issue price of $0.499 per share with the intention to use the funds as working capital.”

The Company will disregard any votes cast on this resolution by:

• Ian Wallace; and

• any associate of Ian Wallace.

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.

2

Resolution 5:

APPROVAL OF PREVIOUS ISSUE OF SECURITIES [ASX Listing Rule 7.4]

To consider and (if thought fit) to pass, with or without modification, the following resolution:

"That the Company approves and ratifies the issue and allotment of a total of 20,000,000 fully paid Ordinary Shares to the following investors at an issue price of $0.50 per share with the intention the funds be used to fund the acquisition of the business of TSF Engineering.”

Table 1.

Table 1.
	No. of shares
Issued To	allotted
ANZ NOMINEES LIMITED	1,200,000
AUSTRALIAN CORPORATE TRAINING PTY LTD <WRIGHTS
W/W S/PROV FUND A/C>	100,000
MR MATTHEW BAILEY & MRS FRANCES BAILEY <M BAILEY
TESTAMENTRY A/C>	150,000
MR PETER BENNELL	50,000
BOND STREET CUSTODIANS LIMITED <MMC CONCENTRATED
FUND>	280,000
MR ANTHONY JAMES BRUCE	100,000
MR JOHN BURNET	70,000
CIGAR NOMINEE PTY LIMITED	500,000
COGENT NOMINEES PTY LIMITED	3,720,000
COTHWILL PTY LTD	50,000
FANTASY KNIT (INT) PTY LTD	75,000
FATTY HOLDINGS PTY LTD	200,000
FEOH PTY LTD	200,000
MR CLAUDIO FERRARIS & MRS PAULA FERRARIS <FERRARIS
SUPER FUND A/C>	75,000
FINANCE ASSOCIATES PTY LTD	100,000
FLEUR D NICHOLSON PTY LTD	50,000
MR MICHAEL HALL	40,000
MR RAYMOND JAMES HORNSBY & MRS BETTY PATRICIA
HORNSBY	50,000
INVIA CUSTODIAN PTY LIMITED	750,000
INVIA CUSTODIAN PTY LIMITED	250,000
INVIA CUSTODIAN PTY LIMITED	1,000,000
J & V HOLDINGS PTY LTD	50,000
MR MALCOLM JONES & MRS EDWINA JONES <SPIKE JONES
SUPER FUND A/C>	75,000
J P MORGAN NOMINEES AUSTRALIA LIMITED	358,792
MR DAVID JULIAN & MRS KATRINA JULIAN <DAVID JULIAN S/F
A/C>	17,000
KOW SANDS PTY LTD	25,000
LEIBLER SUPERANNUATION NOMINEES PTY LTD
	75,000
LINWIERIK SUPER PTY LTD	100,000
LOST ARK NOMINEES PTY LIMITED	150,000
LOST ARK NOMINEES PTY LTD	300,000

3

LOST ARK NOMINEES PTY LTD LOST ARK NOMINEES PTY LTD MR DOUGLAS MCLACHLAN & MRS WENDY MCLACHLAN W MCLACHLAN S/FUND A/C> MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED MIDAS SHARES PTY LTD MINAMERE NOMINEES PTY LTD NARON NOMINEES PTY LTD NATIONAL NOMINEES LIMITED NEGRESCO INVESTMENTS PTY LTD A/C> PEERSON PTY LTD QUEENSLAND INVESTMENT CORPORATION RBC DEXIA INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD MR ADAM STRATTON & MRS MELISSA STRATTON MOINES S/F A/C> TWENTY-FOURTH GRALLOCH HOLDINGS PTY LTD GRIFFITHS S/FUND A/C> WALWOOD PTY LTD WINTERGREEN INTERNATIONAL PTY LTD A/C>

100,000 250,000 13,000 708,448 2,716,552 30,000 50,000 125,000 1,000,000 50,000 100,000 1,941,208 2,500,000 150,000 25,000 30,000 50,000

20,000,000

The Company will disregard any votes cast on this resolution by:

• the parties named in Table 1.; and

• any associate of the parties named in Table 1.

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.

Resolution 6:

APPROVAL OF PREVIOUS ISSUE OF SECURITIES [ASX Listing Rule 7.4]

To consider and (if thought fit) to pass, with or without modification, the following resolution:

"That the Company approves and ratifies the issue and allotment of a total of 4,005,000 fully paid Ordinary Shares to the following investors at an issue price of $0.50 per share with the intention the funds be used to fund the expansion of the company and for working capital purposes.”

4

Table 2.

Table 2.
Issued To COGENT NOMINEES PTY LTD FUND> COGENT NOMINEES PTY LTD BOND STREET CUSTODIANS LIMITED CONCENTRATED FUND> SONJA BEEVER	No. of shares allotted 840,000 2,800,000 360,000 5,000
	4,005,000

The Company will disregard any votes cast on this resolution by:

• the parties named in Table 2.; and

• any associate of the parties named in Table 2.

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.

Resolution 7:

INCREASE IN DIRECTORS' FEES (ASX listing Rule 10.17)

To consider an (if thought fit) to pass, with or without modification, the following resolution:

"That the Company is authorised to increase the amount of non-executive directors' fees payable by it from a maximum amount of $225,000 per year to the non-executive directors as a whole to a maximum amount of $400,000 per year to non-executive directors as a whole."

The Company will disregard any votes cast on this resolution by:

• any Director of the Company; and

• any associate of any Director of the Company.

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.

5

Resolution 8:

REMUNERATION REPORT

To consider and (if thought fit) to pass, with or without modification, the following resolution:

"That the Company adopts the remuneration report for the year ended 30 June 2007."

Note: The vote on this resolution is advisory only and does not bind the directors of the company.

Resolution 9:

Dividend Reinvestment Plan

To consider and (if thought fit) to pass, with or without modification, the following resolution:

“That approval be given for the implementation and administration of a dividend reinvestment plan to be called the "Envirozel Limited Dividend Reinvestment Plan" ("Plan") to be established by the Company in accordance with the "Terms of the Dividend Reinvestment Plan" ("Plan Rules"), a copy of which is tabled at the meeting and signed by the Chairman for identification as being the Plan”.

For an explanation of this resolution, see the Explanatory Memorandum that forms part of this Notice.

By order of the Board:

==> picture [146 x 43] intentionally omitted <==

Ian Wallace Company Secretary

6

NOTES

1. A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to vote instead of the member.

2. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. 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 one half of the member’s votes.

4. A proxy need not be a member of the Company.

5. The proxy form must be signed by the member or the member’s attorney. Proxies given by corporations must be executed under seal or signed under the hand of a duly authorised officer or attorney.

6. To be valid, the enclosed proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be lodged with the share registry of the Company or at the registered office of the Company:

7. a) at the offices of Computershare Investor Services Pty Ltd, Yarra Falls, 452 Johnston Street, Victoria 3067, or on fax number (03) 9473 2555; or

8. b) at the registered office of the Company, Level 7, 410 Collins Street, Melbourne, Victoria 3000, or on fax number (03) 9670 6670,

not later than 48 hours before the time for commencement of the meeting.

1. A person may attend the meeting under an appointment of corporate representative pursuant to section 250D of the Corporations Law or Power of Attorney only if a copy of that appointment or Power of Attorney is provided to the share registrars of the Company before the meeting. Documents can be provided by post or facsimile as follows:

2. a) at the offices of Computershare Investor Services Pty Ltd, Yarra Falls, 452 Johnston Street, Victoria 3067, by mail to GPO Box 242, Melbourne Victoria 3001; or

3. b) by faxing it to the offices of Computershare Investor Services Pty Ltd on fax number (03) 9473 2555.

7

EXPLANATORY MEMORANDUM

Introduction.

The following information provides a detailed explanation on each resolution set out in the Notice of General Meeting.

Financial Reports for the year ended 30 June 2007.

The 2007 Annual Report of Envirozel Limited has been sent to all shareholders. Shareholders will be given the opportunity at the Meeting to ask questions of the Board of Directors and the Auditor on matters contained in the Annual Report.

Resolution 1 – Re-appointment of director.

The Company’s Constitution requires one third of the directors (other than the Managing Director) to retire at each AGM, being the directors longest in office at the date of the AGM. Mr McKern must therefore retire and has offered himself for re-election.

Resolution 2 – Re-appointment of director.

The Company’s Constitution requires one third of the directors (other than the Managing Director) to retire at each AGM, being the directors longest in office at the date of the AGM. Mr Jones must therefore retire and has offered himself for re-election.

Resolution 3 – Approval of Previous Issue of Securities.

Resolution 3, if passed, will approve the share placement to Napadan Investments Pty Ltd that took place in July 2007. The shares issued were part of the final settlement payable for the acquisition of the Danum Engineering business and allowed the company to retain its cash resources for its working capital and expansion strategies. Approval of this allotment allows the Company to retain the ability to issue further shares in the next 12 month period without exceeding 15% of its issued capital.

The Company will disregard any votes cast on this resolution by:

• Napadan Investments Pty Ltd; and

• any associate of Napadan Investments Pty Ltd.

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.

8

Resolution 4 – Approval of Previous Issue of Securities.

Resolution 4, if passed, will approve the share placement to Ian Wallace, Company Secretary of Envirozel Limited that took place in July 2007. The shares were issued in consideration for services payable and allowed the company to retain its cash resources for working capital purposes. Approval of this allotment allows the Company to retain the ability to issue further shares in the next 12 month period without exceeding 15% of issued capital.

The Company will disregard any votes cast on this resolution by:

• Ian Wallace; and

• any associate of Ian Wallace.

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.

Resolution 5 – Approval of Previous Issue of Securities

Resolution 5, if passed, will approve the share placement to the parties listed in Table 1. below that took place in August 2007 in order to raise monies necessary to fund the acquisition of the business of TSF Engineering. The acquisition of TSF Engineering was settled on the 31st August 2007 via the payment of $14million. The balance of the purchase price was funded by bank debt. Approval of this allotment allows the Company to retain the ability to issue further shares in the next 12 month period without exceeding 15% of issued capital.

Table 1.

	No. of shares
Issued To	allotted
ANZ NOMINEES LIMITED	1,200,000
AUSTRALIAN CORPORATE TRAINING PTY LTD <WRIGHTS
W/W S/PROV FUND A/C>	100,000
MR MATTHEW BAILEY & MRS FRANCES BAILEY <M BAILEY
TESTAMENTRY A/C>	150,000
MR PETER BENNELL	50,000
BOND STREET CUSTODIANS LIMITED <MMC CONCENTRATED
FUND>	280,000
MR ANTHONY JAMES BRUCE	100,000
MR JOHN BURNET	70,000
CIGAR NOMINEE PTY LIMITED	500,000
COGENT NOMINEES PTY LIMITED	3,720,000
COTHWILL PTY LTD	50,000
FANTASY KNIT (INT) PTY LTD	75,000
FATTY HOLDINGS PTY LTD	200,000
FEOH PTY LTD	200,000
MR CLAUDIO FERRARIS & MRS PAULA FERRARIS <FERRARIS
SUPER FUND A/C>	75,000
FINANCE ASSOCIATES PTY LTD	100,000

9

FLEUR D NICHOLSON PTY LTD MR MICHAEL HALL MR RAYMOND JAMES HORNSBY & MRS BETTY PATRICIA HORNSBY INVIA CUSTODIAN PTY LIMITED INVIA CUSTODIAN PTY LIMITED INVIA CUSTODIAN PTY LIMITED J & V HOLDINGS PTY LTD MR MALCOLM JONES & MRS EDWINA JONES SUPER FUND A/C> J P MORGAN NOMINEES AUSTRALIA LIMITED MR DAVID JULIAN & MRS KATRINA JULIAN A/C> KOW SANDS PTY LTD LEIBLER SUPERANNUATION NOMINEES PTY LTD LINWIERIK SUPER PTY LTD LOST ARK NOMINEES PTY LIMITED LOST ARK NOMINEES PTY LTD LOST ARK NOMINEES PTY LTD LOST ARK NOMINEES PTY LTD MR DOUGLAS MCLACHLAN & MRS WENDY MCLACHLAN MCLACHLAN S/FUND A/C> MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED MIDAS SHARES PTY LTD MINAMERE NOMINEES PTY LTD NARON NOMINEES PTY LTD NATIONAL NOMINEES LIMITED NEGRESCO INVESTMENTS PTY LTD A/C> PEERSON PTY LTD QUEENSLAND INVESTMENT CORPORATION RBC DEXIA INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD MR ADAM STRATTON & MRS MELISSA STRATTON MOINES S/F A/C> TWENTY-FOURTH GRALLOCH HOLDINGS PTY LTD GRIFFITHS S/FUND A/C> WALWOOD PTY LTD WINTERGREEN INTERNATIONAL PTY LTD

50,000 40,000 50,000 750,000 250,000 1,000,000 50,000 75,000 358,792 17,000 25,000 75,000 100,000 150,000 300,000 100,000 250,000 13,000 708,448 2,716,552 30,000 50,000 125,000 1,000,000 50,000 100,000 1,941,208 2,500,000 150,000 25,000 30,000 50,000

20,000,000

The Company will disregard any votes cast on this resolution by:

• the parties named in Table 1.; and

• any associate of the parties named in Table 1.

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.

10

Resolution 6 – Approval of Previous Issue of Securities

Resolution 6, if passed, will approve the share placement to the parties listed in Table 2. below that took place in September 2007 to raise monies to fund the future expansion of the company and provide working capital. Approval of this allotment allows the Company to retain the ability to issue further shares in the next 12 month period without exceeding 15% of issued capital.

Table 2.

Issued To COGENT NOMINEES PTY LTD FUND> COGENT NOMINEES PTY LTD BOND STREET CUSTODIANS LIMITED CONCENTRATED FUND> SONJA BEEVER	No. of shares allotted 840,000 2,800,000 360,000 5,000
	4,005,000

The Company will disregard any votes cast on this resolution by:

• the parties named in Table 2.; and

• any associate of the parties named in Table 2.

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.

Resolution 7 – Increase in Directors’ Fees

A resolution to approve an increase in the fees payable to Non-Executive Directors from a maximum of $225,000 per year to a maximum amount of $400,000 per year, to NonExecutive Directors as a whole.

The Company will disregard any votes cast on this resolution by:

• any Director of the Company; and

• any associate of any Director of the Company.

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.

11

Resolution 8 – Remuneration Report

The Remuneration Report, which forms part of the Directors' Report in the 2007 Annual Report, contains details of Director and key executive remuneration for the year ending 30 June 2007.

A reasonable opportunity will be provided at the Meeting for shareholders to discuss the Remuneration Report. In accordance with the Corporations Act, the Chairman must put to shareholders a non-binding resolution to adopt the Remuneration Report.

The vote on the Remuneration Report is advisory only and does not bind the Directors or the Company. The Directors will however, take the outcome of the vote into consideration when setting the Company's remuneration policy for future financial years.

Resolution 9 – Dividend Reinvestment Plan

The dividend reinvestment plan (“ Plan ”) of Envirozel Limited (“ Company ”) gives shareholders the choice of receiving fully paid ordinary shares in the Company instead of cash dividends on all or part of their shareholding. Under the Plan shares can be issued at a discount to market (at the discretion of the directors from time to time) and no brokerage or other transaction costs are payable.

An overview of the key aspects of the Plan is detailed below. The full terms of the Plan are available for inspection at the Company’s registered office or a copy can be requested from the Company Secretary.

Participation in the Plan.

Participation in the Plan is optional, and shareholders may vary or terminate their participation at any time, subject to the following rules:

• To participate, shareholders will need to complete an application form and lodge it with the Company. Participation in the Plan will commence with the first dividend payment after receipt of the application form – provided the application form is received prior to the Election Date for that dividend.

• To vary or terminate participation in the Plan, shareholders must complete a variation/termination form and lodge it with the Company. Forms received will take effect from the next Election Date.

Level of Participation in the Plan.

Shareholders may choose to participate in the Plan fully or in respect of only some of their shares. Under full participation the dividends payable on all of the shares (including those bought or otherwise acquired in the future) will be reinvested in additional shares. Under partial participation, only the number of shares nominated by the shareholder will participate, plus all shares issued to shareholders under the Plan.

Where a shareholders application form fails to specify a level of participation, the Company may deem the level of participation to be full participation.

12

Issue price.

The issue price of the ordinary shares in the Company to be issued under the Plan will be at a discount to the weighted average market price of the company’s ordinary shares. The level of discount will be determined by the directors from time to time.

If after shares are issued under the Plan, there remains a balance of dividend entitlement to a shareholder, which represents a fraction of the issue price of an additional share, then that balance may be held and added to future entitlements or paid to shareholders, at the discretion of the Company.

Sales

Where a shareholder has elected to partially participate in the Plan and subsequently sells part of his shares, the shares sold will reduce, firstly, the number of nonparticipating shares and, secondly, the number of participating shares.

ASX quotation

Application will be made to ASX for quotation of all shares issued under the Plan. All shares issued under the Plan will rank equally with all other issued fully paid ordinary shares.

Amendment, suspension and termination of the Plan.

The Plan may be amended, suspended or terminated at any time by the directors. In that event, notice will be given to shareholders of the Company. The accidental omission to give any notice will not invalidate any amendment, suspension or termination.

Directors have the power to resolve any difficulties, anomalies or disputes which may arise in connection with, or by reason of the operation of the Plan, as they determine appropriate.

Taxation

For Australian residents, under current Australian income tax laws, dividends reinvested under the Plan continue to be assessable for income tax purposes in the same manner and to the same extent as if those dividends had been paid in cash.

A Plan statement will be issued to shareholders following the payment of each dividend setting out the amount of the dividend and its various components including any amount of franking or imputation credits attaching to the dividends.

The Directors commend the Envirozel Dividend Reinvestment Plan to shareholders.

13

This page has been intentionally left blank.

14