FATFISH GROUP LIMITED — Proxy Solicitation & Information Statement 2010

Jul 19, 2010

ATECH HOLDINGS LTD ABN 88 004 080 460

NOTICE OF GENERAL MEETING

TIME: 11.00am (EST) DATE: 18 August 2010 PLACE: 346 Kings Way South Melbourne Victoria 3205

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on 03 9690 1077 from within Australia or +61 3 9690 1077 from outside Australia, or visit Atech’s website at www.atechholdings.com.

-1-

CONTENTS PAGE
Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
The Resolutions	10
Glossary	14
Proxy Form	15
Independent Expert’s Report	17

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice relates will be held at 346 Kings Way, South Melbourne VIC 3205 on 18 August 2010 at 11.00am:

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Atech Holdings Ltd at 346 Kings Way South Melbourne VIC 3205; or

• (b) facsimile to the Company on facsimile number (+61 3) 9012 4404 ,

• so that it is received not later than 11.00am (EST) on 16 August 2010.

Proxy Forms received later than this time will be invalid.

-2-

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Atech Holdings Ltd ( Company ) will be held at 346 Kings Way, South Melbourne VIC 3205 at 11.00 am on 18 August 2010.

The Explanatory Statement to this Notice of General Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of General Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 11.00 am on 19 July 2010.

Terms and abbreviations used in this Notice of General Meeting and the Explanatory Statement are defined in the Glossary.

AGENDA:

BUSINESS

RESOLUTION 1: Approval of the Takeover Bid for Alpha Wealth Financial Services Pty Ltd

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

“That approval is hereby given, for the purposes of ASX Listing Rule 10.1 and for all other purposes, for the Company to acquire any or all Alpha Wealth Financial Services Pty Ltd shares pursuant to an off market takeover bid.”

Short Explanation: In accordance with ASX Listing Rules, the approval of shareholders is required where the Company is acquiring an asset from a person of influence.

Voting Exclusion: The Company will, in accordance with the Listing rules of the ASX Limited, disregard any votes cast on this resolution by Mr. William Tien or any associate thereof. 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 a 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 2: Acquisition of Alpha Wealth Financial Services Pty Ltd

To consider and if thought fit to pass with or without amendment the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule(s)10.11 and 11.1.2 and for all other purposes:

• (i) the allotment and issue of up to 23,023,890 fully paid ordinary shares in the capital of the Company; and

-3-

• (ii) the payment, in aggregate, of up to $460,477.80 to Alpha Wealth Financial Services Pty Ltd Shareholders.

as consideration for the acquisition of all of the issued capital of Alpha Wealth Financial Services Pty Ltd, is authorised and approved, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

• Short Explanation: The Company seeks the approval of shareholders to complete the proposed transaction on the basis that:

• the acquisition will have the effect of changing the nature and scale of the Company’s activities [ASX Listing Rule - Chapter 11]; and

• the transaction is with a person of influence [refer to ASX Listing Rules - Chapter 10].

• Voting Exclusion: The Company will, in accordance with the Listing Rules of the ASX Limited, disregard any votes cast on this resolution by Mr. William Tien or any associate thereof, any person who will receive securities arising out of the proposed transaction, any person who might obtain a benefit, except solely in the capacity of a holder of ordinary securities if the resolution is passed, and a person whose votes in the ASX’s opinion should be disregarded. 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

DATED: 19 July 2010 BY ORDER OF THE BOARD

DONALD LOW CHAIRMAN

ATECH HOLDINGS LTD

-4-

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

1. GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of Atech Holdings Limited in connection with the general meeting of the Company to be held on XX August 2010.

Independent Expert’s Report

Accompanying this Explanatory Memorandum is a concise Independent Expert’s Report by Hungerfords Accounting Group (“Hunderfords”) dated 16 July, 2010 ( “IER ”). The full IER is available on the company’s website (www.atechholdings.com) or ASX website (asx.com.au). The IER is required to be given to shareholders under ASX Listing Rules 10.1 and 10.10.2.

1.1 OVERVIEW

1.1.1 BACKGROUND

On 19 May 2010, the directors of the Company announced that they proposed to make an off market takeover bid to acquire all the issued capital in Alpha Wealth Financial Services Pty Ltd (AWFS).

A detailed description of the activities of AWFS is contained elsewhere within this Notice.

The proposed acquisition of AWFS and the business of AWFS contain risks. Shareholders should consider carefully the section entitled Risks contained within this Notice.

1.1.2 AWFS

Company overview and history

Alpha Wealth Financial Services Pty Ltd is an advisory services company specialising in corporate merger and acquisition (“M&A”), and wholesale capital raisings.

1.2 Director of AWFS

Sole Director/Secretary

William Tien has obtained a broad experience in management and M&A in all aspects of both technology and resources businesses. His specialties are competitive analysis, financing, franchising and M&A’s.

He has broad experience as a corporate adviser for deals across Australia and China. He also specialises in advising ASX listed companies on overseas assets, and has assisted Progen, Atech, Harrington and Voicenet.

William Tien was also CEO and Founder of Timemac Solutions Ltd, a company that was listed on the Australian Stock Exchange. The company specialised in technology development including business plan and sales strategies in commercialising new innovative products and services.

-5-

As well as being the Sole Director of Alpha Wealth Financial Services Pty Ltd, Mr. Tien is the Director and Company Secretary of Atech Holdings Ltd. Mr. Tien has excluded himself from any decision making procedures for Atech in respect to the prepared acquisition of AWFS shares.

(a) Business Contracts:

Services	Current Projects Contracts*
Corporate Advisory Services Financing Services Project Development	ECSI Limited ASX listed Company (Cash Investment) Placement Services A$135,000 Alpha Green Energy Limited US OTCBB(To be listed as reporting corporation) Project Financing Fee US$400,000
	Biron Apparel Ltd ASX listed Company (Apparel wholesaler) Recapitalisation A$150,000 Alphacoal Capital Pty Ltd China coking coal facility Option Contract A$2,000,000 Alpha Telecoms Pty Ltd Hong Kong telecommunications provider Option Contract A$2,000,000
	Chinaway Technology Company Ltd China Guizhou Technology Company Option Contract A$500,000

*Value of the contracts based on the Directors’ estimated valuations.

(b) Location of Offices

CHINA – Shanghai Office

AUSTRALIA – Melbourne Office

19th Floor, No. 2668 346 Kings Way Zhongshan North Road South Melbourne Putuo District, Shanghai VIC 3205 200063 China Ph: +613 9690 1077 Ph: +862 162 576 873 Fax +613 9012 4404

1.3 Information about Alpha Wealth Financial Services Shares

• (a) Capital Structure: There are currently 23,023,890 shares on issue, held by sixteen (16) shareholders.

• (b) Atech’s relevant interests in Alpha Wealth Financial Services Pty Ltd: At the date of this Notice, Atech has no relevant interest in Alpha Wealth Financial Services Pty Ltd.

-6-

• (c) Atech’s voting power in Alpha Wealth Financial Services Pty Ltd: At the date of the Notice, Atech has no voting power in Alpha Wealth Financial Services Pty Ltd.

• (d) William Tien’s relevant (direct and indirect) interests Alpha Wealth Financial Services Pty Ltd: At the date of the Notice, William Tien’s direct and indirect interests in Alpha Wealth Financial Services Pty Ltd is represented by 16,674,002 shares.

1.4 Financial information

The historical financial information presented and explained in this Section of the Explanatory Statement relates to Alpha Wealth Financial Services on a stand-alone basis. Accordingly, it does not reflect any impact of the Offer. It is a summary only and should be read in conjunction with the risks and assumptions underlying their preparation set out in Alpha Wealth Financial Services annual reports available from ASIC.

Set out below is a summary of Alpha Wealth Financial Services Pty Ltd ProForma Balance Sheet as at 31 March 2010.

ALPHA WEALTH FINANCIAL SERVICES PTY LTD PROFORMA BALANCE SHEET AT 31ST MARCH 2010

ALPHA WEALTH FINANCIAL SERVICES PTY LTD PROFORMA BALANCE SHEET AT 31ST MARCH 2010

Current Assets Cash & cash equivalents Trade & other receivables Total Current Assets Non-Current Assets Property, plant & equipment Other receivables Total Non-Current Assets Total Assets Current Liabilities Trade & other payables Total Current Liabilities Non-Current Liabilities Loan & Advances Total Non-Current Liabilities Total Liabilities Net Assets Equity Issued capital Accumulated losses Total Equity

Balance at 31/03/2010 143,245 400,690 543,935 20,672 19,864 40,536 584,471 18,393 18,393 424,910 424,910 443,303 141,168 116,429 24,739 141,168

-7-

1.5 BENEFITS OF THE ACQUISITION

• 1.5.1 The proposed acquisition terms payable upon completion are as follows:

• (a) the allotment and issue of 23,023,890 fully paid ordinary shares in the capital of the Company - 16,674,002 of these shares will be issued to interests directly or indirectly associated with Mr. Tien; and

• (b) $460,477.80 being the payment, in aggregate to Alpha Wealth Financial Services Pty Ltd shareholders – $333,480.04 of which will be paid to interests directly or indirectly associated with Mr. Tien.

• 1.5.2 Alpha Wealth Financial Services Pty Ltd will benefit from integrating into Atech’s operations.

It is anticipated Alpha Wealth Financial Services Pty Ltd – and therefore Atech, post acquisition - will greatly benefit from integrating its business into Atech’s economies of scale, substantially larger resource base and contracts.

Atech is in a position to complete and enhance the opportunities and projects identified and secured by Alpha Wealth Financial Services Pty Ltd by providing the significant capital and management expertise required to take full advantage of Alpha’s commercial contracts.

• 1.5.3 The Offer Consideration represents a commercially attractive value proposition given the anticipated deal flow and expected profitability.

1. 6 COMPLIANCE WITH CHAPTER’S ONE & TWO OF THE ASX LISTING RULES

The Company has commenced preliminary discussions with the ASX to determine whether the transaction proposed in the Notice has the effect of requiring the Company to comply with Chapters 1 and 2 of the ASX Listing Rules prior to its reinstatement to the Official List.

Shareholders should note that the Company will be required to comply with Chapters 1 and 2 of the ASX Listing Rules prior to the intended reinstatement. Shareholders should take note of the additional time that will be required by the Company to complete this process.

The Company will consider all relevant regulatory issues in taking it’s decision to proceed in an expedient and commercially prudent manner going forward. The director’s will use their best endeavours to meet all the relevant requirements of Chapters 1 and 2 with a view to having the Company’s securities reinstated to the Official List as soon as possible.

-8-

1.7 DIRECTORS RECOMMENDATION

Atech shareholders must be aware that the passing of the resolutions set out in this Notice and the completion of the acquisition of AWFS will result in the dilution of the percentage shareholding of current Atech shareholders.

Your Directors unanimously recommend that shareholders’ approve the proposed acquisition and the matter set out in the Notice, subject to shareholders considering the risk factors and all information set out in these documents. Notwithstanding this, the Directors note that the ultimate approval of the proposals by shareholders is, of course, entirely a decision for shareholders to make exercising their own judgement.

Shareholders should note that the Directors have approved the proposal to put the resolutions to shareholders and have separately approved the information contained in the documents. In addition each of the Directors (excluding William Tien) intends to vote their shares in favour of the resolutions as a final matter; shareholders should note that the Directors do not have any interest in the proposed resolutions, other than in their capacity as shareholders of Atech.

1.8 CONCLUSION

The Directors believe that the acquisition of AWFS has the potential to result in significant value creation for Atech shareholders. The resolutions set out in the Notice are important and affect the future of Atech. Shareholders are therefore urged to give careful consideration to this Notice and the contents of this Explanatory Statement.

-9-

2. THE RESOLUTIONS

2.1 RESOLUTION 1: Approval of the Takeover Bid for Alpha Wealth Financial Services Pty Ltd

The Company’s proposed bid for AWFS is conditional upon shareholder approval and, therefore, if shareholder approval is not obtained, the bid will not proceed.

The offers will be made to all Alpha Wealth Financial Services Pty Ltd shareholders on the basis of one fully paid ordinary share for each Alpha Wealth Financial Services Pty Ltd shares on issue.

The Company advises that William Tien’s direct and indirect interests in Alpha Wealth Financial Services Pty Ltd is represented by 16,674,002 shares, which means that in the event the Company’s bid for AWFS is successful, Mr. Tien will benefit (directly or indirectly) through the allotment of 16,674,002 shares and the receipt of $333,480.04 out of the total consideration.

In addition to approval by shareholders and standard “prescribed occurrence conditions” the offer will be conditional on the Company obtaining not less than the prescribed percentage acceptance in respect to the offers (entitling the Company to proceed to compulsory acquisition of any remaining Alpha Wealth Financial Services Pty Ltd shares).

If successful, the Company will have 100% ownership of Alpha Wealth Financial Services Pty Ltd and will issue as consideration 23,023,890 shares and cash of $460,477.80 .

2.2 RESOLUTION 2: Acquisition of Alpha Wealth Financial Services Pty Ltd

On 19 May 2010, the directors of the Company announced that they proposed to make an off market takeover bid to acquire all the issued capital in Alpha Wealth Financial Services Pty Ltd (AWFS).

The terms of the offer are as follows:

• (a) the allotment and issue of up to 23,023,890 fully paid ordinary shares in the capital of the Company; and

• (b) $460,477.80 being the payment, to Alpha Wealth Financial Services Pty Ltd shareholders.

No. of Shares
22,327,406	Shares on issue before proposed acquisition
23,023,890	Shares issued as part of acquisition (on full acceptance)
45,351,296	Shares on issue post acquisition

-10-

2.2.1 ASX LISTING RULES – 10.1 & 11.1.2

Given the relative size of the acquisition and proposed Share issue, and the transaction with a person of influence, the Company seeks approval for Resolutions 1 and 2 in accordance with ASX Listing Rule(s) Chapter 10 (transaction with person of influence) and Chapter 11 (size and nature) respectively.

The proposed takeover falls within those transactions dealt with under ASX Listing

Rules 10.1 and 11.1.2 respectively.

Pursuant to ASX Listing Rule 10.1, the proposed acquisition must be approved by shareholders on the basis that the target is a related party by virtue of the fact that there is a common director, Mr Tien.

The Company has provided an Independent Expert’s Report as required pursuant to ASX Listing Rules 10.1 and 10.10.2

In accordance with ASX Listing Rule 11.1.2 a company must gain shareholder approval prior to a change in the nature or scale of its activities. The proposed acquisition of AWFS is considered to fall within the ambit of this Listing Rule.

.

2.2.2 Other information shareholders should note, include:

• (a) The maximum number of Shares (to be issued) and Payments to be made, by the Company to acquire the whole of the issued capital of AWFS is 23,023,890 Shares and $460,477.80 respectively;

• (b) It is proposed that the Shares and the Payment will be issued and delivered on one date but, in any event no later than 1 month from the date of the Meeting;

• (c) The Shares and Payment will be issued to AWFS Shareholders;

• (d) The Shares that will be issued pursuant to Resolution 2 will be on the same terms and conditions as the existing Shares on issue and the Shares will rank equally in all respects with all of the existing Shares on issue, including the right to participate in any dividend paid or declared after the date of issue;

There will be no funds raised from the issue of the Shares as they are being issued in consideration along with $0.02 per Share for the acquisition of all the issued capital in AWFS

-11-

2.2.3 PROFORMA CONSOLIDATED BALANCE SHEET

ATECH HOLDINGS LIMITED

PROFORMA CONSOLIDATED BALANCE SHEET

Current Assets Cash & cash equivalents Trade & other receivables Total Current Assets Non-Current Assets Acquisition of Alpha Property, plant & equipment Total Non-Current Assets Total Assets Current Liabilities Trade & other payables Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Accumulated losses Total Equity	Balance at Movement Note 31 March 2010 April to June 2010 1,913,704 -460,478 2 104,807 2,018,511 - 5,065,256 3 2,254 2,254 2,020,765 6,232 6,232 6,232 2,014,533 4,487,232 4,604,778 1 -2,472,699 2,014,533	Balance at 30 June 2010 1,453,226 104,807
		1,558,033
		5,065,256 2,254
		5,067,510
		6,625,543
		6,232
		6,232
		6,232
		6,619,311
		9,092,010 - 2,472,699
		6,619,311

1. Issue of 23,023,890 fully paid shares of $0.20 to Alpha

2. Payment of $460,478 to Alpha

3. Acquisition value of Alpha

3. ENQUIRIES

Shareholders are invited to contact the Company on 03 9690 1077 if they have any queries in respect of the matters set out in these documents.

-12-

RISK FACTORS

General Risk Factors

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There are also a range of specific risks associated with the Company’s business.

No Profit to Date, Uncertainty of Future Profitability

The Company has incurred losses and it is therefore not possible to evaluate the future prospects based on past performance.

Other factors that will determine the Company’s profitability are its ability to manage its costs, to execute its development and growth strategies, economic conditions in the markets the Company operates, competitive factors and regulatory developments. Accordingly, the extent of future profits, if any and the time required to achieve a sustained profitability is uncertain. Moreover, the level of such profitability cannot be predicted and may vary significantly from quarter to quarter.

Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from is existing projects and potentially the AWFS JV, the Company may require further financing in addition to amounts raised in the Offer. Any additional equity financing will be dilutive to Shareholders, and if debt financing is required, it could reduce the scope of the Company’s’ operations and as a consequence reduce its activities and future activities.

General Economic Conditions

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include, the level of direct and indirect competition against the Company, industrial disruption, interest rates and the rate inflation.

Managing Growth

The Company’s success will depend on its ability to expand its operations. If the company is unable to successfully manage the expansion of its business, its financial condition and results of operations could be materially adversely affected.

Operating Risks

Operating activities are subject to numerous risks, many of which are beyond the Company’s control

-13-

GLOSSARY

$ means Australia dollars.

Alpha means Alpha Wealth Financial Services Pty Ltd ACN 081 560 349

Alpha Wealth Financial Services Pty Ltd means Alpha, the Target Company

Alpha Wealth Financial Services Shareholder means a shareholder of Alpha whose shares the Company will acquire pursuant to the offer contained in the Bidders Statement.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given to it in the Corporations Act 2001 (Cth).

ASX means Australian Securities Exchange Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of the ASX.

Atech means Atech Holdings Limited (Company)

AWFS means Alpha Wealth Financial Services Pty Ltd

Bidders Statement means the Bidders Statement issued by the Company to the shareholders of Alpha

Board means the board of directors of the Company.

Company means Atech Holdings Ltd (ACN 004 080 460).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company except where otherwise stated.

EST means Eastern Standard Time.

Explanatory Statement means the explanatory statement which forms part of this Memorandum.

Memorandum means all of the documents accompanying the Notice and referred to in the contents section.

General Meeting means the meeting convened by the Notice.

IER means the Independent Expert’s Report dated 16 July 2010 accompanying this Explanatory Memorandum prepared by Hungerfords Accounting Group

Notice means the notice of meeting which forms part of this Memorandum.

Securities mean a Share or Option in the capital of the Company.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

-14-

ATECH HOLDINGS LIMITED ABN 88 004 080 460

AND CONTROLLED ENTITIES

• Mark this box with an ‘X’ if you have made any changes to your address details (see reverse)

Proxy Form 2010

All correspondence to :

Atech Holdings Limited 346 Kings Way South Melbourne Victoria 3205

Telephone: 03 9690 1077 Facsimile: 03 9012 4404

Appointment of Proxy

I/We (name of shareholder)

Of (address)

---

---

Being a member/s of ATECH HOLDINGS LIMITED and entitled to attend and vote hereby appoint

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

OR

==> picture [125 x 43] intentionally omitted <==

Write here the name and address of the person you are appointing if this person is someone other than the Chairman of

or failing the person named, or if no person 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 General Meeting of Atech Holdings Limited to be held on 18 August 2010 or at any adjournment of that meeting.

�

Important:

If the Chair of the meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Voting Directions to your proxy – please mark ⌧ to indicate your directions

Resolution 1: Ratification of Acquisition Resolution 2: Ratification of Issue of Securities and Payment

For Against Abstain*

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business unless he has an interest in the outcome of that item. *If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in computing the required majority on a poll.

Appointing a second proxy

We wish to appoint a second proxy

• Mark with an ‘X’ if you wish to

• appoint a second proxy

AND % OR

State the percentage of your voting rights or the number of securities for this Proxy Form

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security holder 1 Security holder 2 Security holder 3	Individual or Security holder 1 Security holder 2 Security holder 3	Individual or Security holder 1 Security holder 2 Security holder 3
Individual/Sole Director and Sole Company Secretary Director Director/Company Secretary

______ Contact Name

___ /_/ Contact Daytime Telephone Date

-15-

HOW TO COMPLETE THE PROXY FORM

1 Your Address

This form has been sent to your address as it appears on the Company’s share register. If this address is incorrect, please mark the box and write the correct address on the form. Please note you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the General Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the General Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the General Meeting will be your proxy. A proxy need not be a security holder of the Company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite the 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 an item by inserting the percentage or number of securities you wish to vote in the appropriate box. 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.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as 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 contacting the company’s registered office or you may copy this form.

To appoint a second proxy you must:

• a) indicate that you wish to appoint a second proxy by marking the box;

• b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or 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;

• c) return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the security holders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given before 11am on 16 August 2010 or in any event no later than 48 hours before the commencement of the meeting at 11.00 am on 18 August 2010. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

by posting, delivery or facsimile to:

ATECH HOLDINGS LTD 346 Kings Way South Melbourne Victoria 3205 Telephone: 03 9690 1077 Facsimile: 03 9012 4404

-16-

Independent Expert’s Report

-17-