FIN RESOURCES LIMITED — AGM Information 2004

Oct 19, 2004

M HEALTH LIMITED ABN 25 009 121 644

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting of Shareholders of M Health Limited (M Health or Company) will be held at Level 1, 33 Ord Street, West Perth, WA at 9 am on Tuesday, 30 November 2004.

AGENDA

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes the matters to be considered as special business.

ORDINARY BUSINESS

Annual Accounts

To receive and consider the Financial Report of the Company for the year ended 30 June 2004 and the reports by the Directors and Independent Auditor.

Resolution 1 - Re-election of Mr Gary Steinepreis as a Director

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

"That Gary Steinepreis, being a Director of the Company, retiring by rotation in accordance with the Company's Constitution, being eligible and offering himself for re-election, be appointed as a Director of the Company."

Short Explanation: The Constitution requires that at the Annual General Meeting, one-third of the Directors for the time being shall retire from office. A retiring Director is eligible for re-election.

DATED THIS 20th DAY OF OCTOBER 2004 BY ORDER OF THE BOARD

G Steineprin

GARY STEINEPREIS COMPANY SECRETARY

NOTES:

• I. A Shareholder of the Company who is entitled to attend and vote at a general meeting of Shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
• $\overline{2}$ . Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides 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.
• $\overline{3}$ . In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 9 am (WST) on 28 November 2004.

EXPLANATORY STATEMENT

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

$\mathbf{L}$ GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connection with the Annual General Meeting.

$2.$ THE RESOLUTIONS

$2.1$ Resolution I - Re-election of Director

In accordance with the Corporations Act, it is a requirement that the Company have, at all times, a minimum of three Directors.

The Company's Constitution requires that one third of the directors retire from office at the Annual General Meeting and if they so desire offer themselves for re-election. The Director to retire from office is that person other than the Managing Director who has been longest in office since last re-elected.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the Shareholders of M Health Limited will be held at:

Level I	Commencing
33 Ord Street	9 am
West Perth WA 6005	on Tuesday, 30 November 2004

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 9 am.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number (08) 9481 2690 $\bullet$ (International: + 61 8 9481 2690); or
• deliver to Level 1, 33 Ord Street, West Perth WA 6005 or PO Box 637, West Perth WA 6872:

so that it is received not later than 9 am on 28 November 2004.

Your proxy form is enclosed.

PROXY FORM

APPOINTMENT OF PROXY

M HEALTH LIMITED ABN 25 009 121 644

ANNUAL GENERAL MEETING

I/We	Name:
	Address:
	being a Member of M HEALTH LIMITED entitled to attend and vote at the Meeting, hereby
Appoint
	Name of proxy
in favour of all of the resolutions.	or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, 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 to be held at Level 1, 33 Ord Street, West Perth WA 6005 on Tuesday, 30 November 2004 at 9 am and at any adjournment thereof. If no directions are given, the Chairman will vote
Voting on Business of the General Meeting			FOR	AGAINST	ABSTAIN
Resolution 1	Re-election of Mr Gary Steinepreis		□		$\mathcal{L}$
OR
	If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on the Resolutions please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that votes cast by him, 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 Chairman of the Meeting will not cast your votes on the Resolutions and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman will vote in favour of all of the resolutions if no directions are given.
	If two proxies are being appointed, the proportion of voting rights this proxy represents is				%
Signed this	day of		2004
By: Individuals and joint holders			Companies (affix common seal if appropriate)
Signature			Director
Signature			Director/Company Secretary
Signature			Sole Director and Sole Company Secretary

M HEALTH LIMITED ABN 25 009 121 644

Instructions for Completing 'Appointment of Proxy' Form

• $\mathbf{L}$ A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $\overline{2}$ . A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• $\overline{3}$ . Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
• 2 Directors of the company;
• a Director and a company secretary of the company; or
• $\bullet$ for a proprietary company that has a sole Director who is also the sole company secretary $-$ that Director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section $(27(1)$ or $(2)$ as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole Director and sole company secretary of the company must state that next to his or her signature.

• Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if $\overline{4}$ . they wish. Where a Shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
• $\mathsf{S}$ . Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney or a certified copy must be lodged in like manner as this proxy.
• 1. Please complete and sign this Proxy Form as soon as possible and either: send the proxy by facsimile to the Company on facsimile number (08) 9481 2690 (International: + 61 8 9481 2690); or deliver to the Level 1, 33 Ord Street, West Perth WA 6005 or PO Box 637, West Perth WA 6872; so that it is received not later than 9 am on 28 November 2004.