FINDI LIMITED — AGM Information 2009

Oct 22, 2009

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at 9.30am (WST) on Friday 27 November 2009, at the Tuart Room, Level 4, Council House, 27-29 St Georges Terrace, Perth, Western Australia.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 (08) 9322-6322.

QED OCCTECH LIMITED ABN 98 057 335 672

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of QED Occtech Limited ( "Company" ) will be held at 9.30am (WST) on Friday 27 November 2009 at the Tuart Room, Level 4, Council House, 27-29 St Georges Terrace, Perth, Western Australia ( "Meeting" ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on at 5.00pm (WST) on 25 November 2009.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2009, which includes the financial report and directors' report in relation to that financial year and the auditor's report on the financial report.

2. Resolution 1 – Remuneration Report

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

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

3. Resolution 2 – Re-election of Director

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

"That Mr Douglas Miller who retires in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

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4. Resolution 3 – Change of Auditor

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

"That, subject to the resignation of the current auditor of the Company, for the purposes of Section 327B of the Corporations Act, PKF Chartered Accountants and Business Advisors (PKF), having consented to act as the Company's auditor, be appointed as auditor of the Company with effect from the passing of this Resolution.”

By Order of the Board

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MARK PEARCE Company Secretary Dated 19 October 2009

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QED OCCTECH LIMITED ABN 98 057 335 672

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 9.30am (WST) on Friday 27 November 2009, at the Tuart Room, Level 4, Council House, 2729 St Georges Terrace, Perth, Western Australia ( "Meeting" ).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Shareholders are able to view the Company’s current year Annual Report online at http://www.qedlimited.com.au and click on the direct link.

3. Annual Report

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

• (a) Discuss the Annual Report for the financial year ended 30 June 2009 which is online at http://www.qedlimited.com.au and click on the direct link.

• (b) Ask questions or make comment on the management of the Company.

• (c) Ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.

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In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

• (a) the preparation and content of the auditor’s report;

• (b) the conduct of the audit;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Annual Report for the year ended 30 June 2009 contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive director, specified executives and non-executive directors.

The Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report, however the Board will take the outcome of the vote into consideration when considering the remuneration policy.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

5. Resolution 2 – Re-election of Director

The Constitution requires that one third of the Directors must retire at each annual general meeting (rounded down to the nearest whole number).

The Constitution provides that a Director who retires under these Articles is eligible for re-election. Pursuant to these Articles, Mr Douglas Miller will retire by rotation and seeks re-election accordingly.

A summary of Mr Millers’ experience and qualifications is as follows:

Mr Douglas Miller was the founding director of QED and developed QED's original waste water treatment business following its acquisition of a licence for the Tangential Flow Technology in 1992. He is a graduate in statistics from Liverpool University, United Kingdom and has an extensive background in the oil and gas and environmental industries.

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6. Resolution 3 – Change of Auditor

The Directors put the audit of the Company to tender and invited a number of firms, including the current auditor, KPMG, to tender for the audit of the Company.

Following the completion of the tender process and the nomination of PKF Chartered Accountants and Business Advisors (PKF) by a Shareholder (see Schedule 2 to this Explanatory Memorandum), it is proposed that PKF will be appointed as the new auditor of the Company.

The Directors understand that the Company’s current auditor, KPMG will give notice to ASIC of their intention to resign as auditor of the Company (under section 329(5) of the Corporations Act) and upon receipt of the consent of ASIC, will resign as auditor of the Company.

Subject to ASIC consenting to the resignation of KPMG, it is proposed that the Company by this Resolution 3 appoint PKF as auditor of the Company with effect from the passing of this Resolution.

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Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

"Annual Report" means the directors’ report, the Company’s financial report, and auditor’s report thereon, in respect to the financial year ended 30 June 2009.

"Article" means an article of the Constitution.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means the ASX Limited and where the context permits the Australian Securities Exchange operated by the ASX.

"Board" means the board of Directors.

"Company" means QED Occtech Limited ABN 98 057 335 672.

"Constitution" means the Constitution of the Company.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Director" means a director of the Company.

"Explanatory Memorandum" means the explanatory memorandum to the Notice.

"Meeting" has the meaning given in the introductory paragraph of the Notice.

"Notice" means this notice of meeting.

"Proxy Form" means the proxy form attached to the Notice.

“Remuneration Report” means the remuneration report of the Company contained in the directors' report.

"Resolution" means a resolution contained in this Notice.

"Schedule" means a schedule to this Notice.

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

"Shareholder" means a shareholder of the Company.

"WST" means Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 - Nomination of Auditor

Black Swan Superannuation Pty Ltd as trustee for the Black Swan Superannuation Fund

19 October 2009

The Directors QED Occtech Limited Level 9, BGC Centre 28 The Esplanade PERTH WA 6000

Dear Sirs

NOMINATION OF AUDITOR

For the purposes of section 328B(1) of the Corporations Act 2001, Black Swan Superannuation Pty Ltd , being a member of QED Occtech Limited, hereby nominate PKF Chartered Accountants of Level 7, BGC Centre, 28 The Esplanade, Perth, Western Australia, for appointment as auditor of QED Occtech Limited at the Company’s next Annual General Meeting.

Yours faithfully

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_______ SHANE CRANSWICK Director

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QED OCCTECH LIMITED

ABN 98 057 335 672

P R O X Y F O R M

The Company Secretary QED Occtech Limited

By delivery: Level 9, 28 The Esplanade PERTH WA 6000

By post: PO Box Z5083 PERTH WA 6831

By facsimile: +61 8 9322 6558

I/We[1] ________________

of ______________

being a Shareholder/Shareholders of the Company and entitled to __________

votes in the Company, hereby appoint[2 ] ______________

or failing such appointment the chairman of the annual general meeting as my/our proxy to vote for me/us on my/our behalf at the annual general meeting of the Company to be held at 9.30am on 27 November 2009 (WST) at the Tuart Room, Level 4, Council House, 27 – 29 St Georges Terrce, Perth, Western Australia and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Remuneration Report Resolution 2 Re-election of Director Resolution 3 Change of auditor

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3

Sole Director and Sole Company Director Director/Company Secretary Secretary

Contact Name Contact Daytime Telephone Date

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

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Proxy Notes:

A Shareholder entitled to attend and vote at the annual general meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that annual general meeting. If the Shareholder is entitled to cast 2 or more votes at the annual general meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that annual general meeting, the representative of the body corporate to attend the annual general meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

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

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the annual general meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or by post to PO Box Z5083, Perth, WA, 6831 or Facsimile (08) 9322 6558 if faxed from within Australia or +618 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the annual general meeting (WST).

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