FIN RESOURCES LIMITED — AGM Information 2008

Oct 15, 2008

MONITOR ENERGY LIMITED ABN 25 009 121 644 NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT PROXY FORM

TIME : 12:30 pm (WST) DATE : 18 November 2008 PLACE : The Celtic Club 48 Ord Street West Perth, WA

This Notice of Annual General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	6
Proxy Form	8
TIME AND PLACE OF MEETING AND HOW TO VOTE

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The Annual General Meeting of the Shareholders of Monitor Energy Limited which this Notice of Annual General Meeting relates to will be held at 12:30 pm (WST) on 18 November 2008 at:

The Celtic Club

48 Ord Street

West Perth, WA

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

• (a) deliver the proxy form by hand to the Company’s registered office at Level 1, 35 Richardson Street, West Perth, Western Australia;

• (b) mail the proxy form to the Company’s registered office at PO Box 1440, West Perth, Western Australia, 6872; or

• (c) send the proxy from by facsimile to the Company on facsimile number +61 8 9211 1500,

so that it is received not later than 12:30 pm (WST) on 14 November 2008.

Proxy forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Monitor Energy Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia at 12:30 pm (WST) on 18 November 2008.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at the close of business on 14 November 2008.

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

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Meeting.

ORDINARY BUSINESS

Reports and Accounts

To receive and consider the financial statements of the Company for the period ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of remuneration report as contained in the Company’s annual financial report for the financial period ended 30 June 2008.”

Short Explanation: The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed Company’s Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

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2. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR – MR MARK GWYNNE

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

“That, Mark Gwynne, being a Director of the Company who retires in accordance with clause 11.3 of the Constitution and, being eligible for re-election, is re-elected as a Director of the Company.”

Short Explanation: Clause 11.3 of the Constitution requires that at the Annual General Meeting one third of the Directors for the time being shall retire form office. A retiring Director is eligible for re-election.

3. RESOLUTION 3 – RESIGNATION OF AUDITOR

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

“That the resignation of Ord Partners as Auditor to the Company having been received said resignation be accepted, subject to ASIC approval .”

4. RESOLUTION 4 – APPOINTMENT OF AUDITOR

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

“That, for the purposes of section 327B of the Corporations Act 2001 (Cth) and for all other purposes, Stantons International, having consented in writing to act as auditors of the Company, be appointed as auditors, effective immediately.”

DATED: 13 OCTOBER 2008

BY ORDER OF THE BOARD

MR MARTIN STEIN COMPANY SECRETARY MONITOR ENERGY LIMITED

Voting Exclusion Note:

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 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.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting.

1. RESOLUTION 1 – REMUNERATION REPORT

The Remuneration Report is set out in the Director’s Report in the Company’s 2008 Annual Report. It is also available on the Company’s website at www.monitorenergy.com.au

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company at the Annual General Meeting. However, Shareholders should note that the vote on Resolution 1 is advisory only and is not binding on the Company or its Directors.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

Clause 11.3 of the Constitution of the Company provides that at each annual general meeting one third of the Directors, or if their number is not a multiple of three, then the number nearest to but not more than one third of the directors must retire from office. A retiring director is eligible for re-election

Pursuant to Resolution 2, Mr Mark Gwynne retires in accordance with the Constitution and being eligible for re-election, offers himself for re-election at the Meeting. Details regarding Mark Gwynne are set out in the Company’s 2008 Annual Report.

3. RESOLUTION 3 – RESIGNATION OF AUDITOR

Ord Partners was appointed as Auditor to the Company on 28 November 2007, and, subject to ASIC approval, resign at the request of the Company.

4. RESOLUTION 4 – APPOINTMENT OF AUDITOR

This resolution is self-explanatory.

5. ENQUIRIES

Shareholders should contact the Company Secretary on +61 8 9211 1555 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

Board means the board of directors of the Company.

Company means Monitor Energy Limited (ABN 25 009 121 644).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Explanatory Statement means the explanatory statement to the Notice.

Meeting means the meeting convened by the Notice.

Notice means the notice of annual general meeting accompanying this Explanatory Statement.

Share means a fully paid ordinary share in the Company.

Shareholder means a shareholder in the Company.

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13 October 2008

The Company Secretary Monitor Energy Limited 35 Richardson Street West Perth, WA, 6005

NOMINATION OF AUDITOR

I, Jon Roestenburg, a shareholder of Monitor Energy Limited (ABN 25 009 121 644) ( Company ), hereby nominate pursuant to section 328B of the Corporations Act (Cth) 2001, Stantons International of 1 Havelock Street, West Perth, Western Australia for appointment as auditor of the Company at the next Annual General Meeting of the Company or any adjournment thereof.

Yours faithfully,

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Jon Roestenburg

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PROXY FORM

APPOINTMENT OF PROXY MONITOR ENERGY LIMITED ABN 25 009 121 644

I/We

being a Member of MONITOR ENERGY LIMITED entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy

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 12.30 pm (WST) on 18 November 2008 at The Celtic Club, 48 Ord Street, West Perth, WA and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN Resolution 1 Remuneration Report Resolution 2 Re-Election of a Director – Mark Gwynne Resolution 3 Resignation of Auditor Resolution 4 Appointment of Auditor

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2008

By:

Individuals and joint holders Companies (affix common seal if appropriate)

Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

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MONITOR ENERGY LIMITED ABN 25 009 121 644 Instructions for Completing ‘Appointment of Proxy’ Form

1. 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.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

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:

• directors of the company;

• a director and a company secretary of the company; or

• 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 127(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.

4. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if 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

5. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

6.

To vote by proxy, please complete and sign the proxy form enclosed:

• (d) deliver the proxy form by hand to the Company’s registered office at 35 Richardson Street, West Perth, Western Australia;

• (e) mail the proxy form to the Company’s registered office at PO Box 1440, West Perth, Western Australia, 6872; or

• (f) send the proxy from by facsimile to the Company on facsimile number +61 8 9211 1500,

so that it is received not later than 12:30 pm (WST) on 14 November 2008.

Proxy forms received later than this time will be invalid.

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