EVZ LIMITED — AGM Information 2013

Oct 27, 2013

ABN 87 010 550 357

EVZ Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the members of EVZ Limited ACN 010 550 357 (“Company”) will be held at 401 Collins Street, Melbourne, Victoria at 10.00 am (AEDT) on Friday 29th November 2013 .

BUSINESS

Financial Report

To consider and receive the 2013 annual financial report, the directors’ report and audit report of the Company.

Resolution 1:

RE-ELECTION OF MAX FINDLAY

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, Max Findlay is 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 ROB EDGLEY

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, Rob Edgley is re-elected as a director."

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

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Resolution 3:

REMUNERATION REPORT

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

"That the remuneration report for the year ended 30 June 2013 is adopted."

Notes:

1. Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

2. The vote on this Resolution is advisory only and does not bind the Directors of the company.

Voting Exclusion Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• a) A member of the Key Management Personnel, including Directors, details of whose remuneration are included in the Remuneration Report; or

• b) A Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

1. The person does so as a proxy appointed in writing that specifies how the proxy is to vote on this Resolution; or

2. The person so appointed is the Chairperson and the appointment does not specify how the proxy is to vote on this Resolution but authorises the Chairperson to vote on this Resolution even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

3. The vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

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Resolution 4:

APPOINTMENT OF AUDITOR

To consider and (if thought fit) to pass the following resolution as a special resolution:

“That Crowe Horwath Melbourne is appointed as the Company’s Auditor in accordance with section 327B(1) of the Corporations Act 2001.”

By order of the Board:

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Ian Wallace - Company Secretary

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NOTES

1. A member entitled to attend and vote at the Annual 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.

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

4. 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.

5. To be valid, the 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:

a) at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Victoria 3067, by mail to GPO Box 242, Melbourne Victoria 3001, or on fax number 1800 783 447 (within Australian) or +61 3 9473 2555 (outside Australia); or

• b) at the registered office of the Company, 15 Clifford Street, Huntingdale, Victoria 3166, or on fax number (03) 9558 9944.

• c) Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions .

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 Limited, 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 Limited on fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

4. For Persons entitled to vote, under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the Annual General Meeting will be as it appears in the share register at 7.00pm (AEDT) on Wednesday, 27 November 2013.

5. A hardcopy of the 2013 Annual Report has been mailed with this notice of meeting to those shareholders who had previously requested it. The Company wishes to advise that an electronic copy of the 2013 Annual Report is available on the Company’s website at www.evz.com.au.

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ABN 87 010 550 357

EVZ Limited

EXPLANATORY MEMORANDUM

Introduction.

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

Financial Report.

The 2013 Annual Financial Report of EVZ Limited has been sent to shareholders who had previously requested a copy of the Financial Report. Shareholders can also view a copy of the Financial Report on the Company’s website. 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 Financial Report.

Resolution 1 – Re-election of a Director.

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

Resolution 2 – Re-election of a Director.

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

Resolution 3 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act the Company is required to present to its shareholders the Remuneration Report as disclosed in the Company's 2013 Annual Report.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to Directors and other Key Management Personnel and sets out the details of any share based compensation.

The vote on this Resolution is advisory only and does not bind the Directors or the Company. Directors will however consider the outcome of the vote and any comments made by shareholders on the Remuneration Report when setting the Company's remuneration policy for future financial years.

Where at least 25% of the votes cast are against adoption of the Remuneration Report at the 2013 AGM, and then again at the 2014 AGM, the Company will be required to put a resolution to the 2014 AGM, to approve calling an extraordinary general meeting ( spill resolution ). If 50% or more of Shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting ( spill meeting ) within 90 days of the 2014 AGM. All of the Directors who were in office when the 2014 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the spill meeting.

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Voting

Note that a voting exclusion applies to Resolution 3 as follows:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• a) A member of the Key Management Personnel including Directors, details of whose remuneration are included in the Remuneration Report; or

• b) A Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

1. The person does so as a proxy appointed in writing that specifies how the proxy is to vote on this Resolution; or

2. The person so appointed is the Chairperson and the appointment does not specify how the proxy is to vote on this Resolution but authorises the Chairperson to vote on this Resolution even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

3. The vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

In summary, the directors and other Restricted Voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise your proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chair will use any such proxies to vote in favour of this Resolution.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

Resolution 4 - Appointment of Auditor:

Advantage Advisor Partnership (previously named Bentleys Melbourne Partnership) has been engaged as the Company’s auditor since 2006. Given this, the Directors believed a review of who audits the Company was appropriate.

With this in mind the Company conducted a tender process to select the Company’s auditor. Following this process the Directors have recommended that Crowe Horwath be appointed as the Company’s auditor. As required by section 328B(3) Corporations Act, a copy of the form for the nomination of Crowe Horwath Melbourne as the Company’s auditors is attached.

The Directors recommend you vote in favour of resolution 4.

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7 October 2013

The Directors EVZ Limited 15 Clifford St Huntingdale Vic 3166

Nomination of Auditor

In accordance with section 328B of the Corporations Act 2001, as a member of EVZ Limited I hereby nominate Crowe Horwath Melbourne of Level 17, 181 William Street, Melbourne, VIC 3000 for the appointment as the auditor of EVZ Limited at the Annual General Meeting to be held on 29 November 2013.

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Ian Wallace Shareholder

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