FLUENCE CORPORATION LIMITED — AGM Information 2011

Apr 26, 2011

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27 April 2011

Manager Companies Company Announcements Office Australian Securities Exchange Ltd Level 4, Stock Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam,

2011 Notice of Annual General Meeting and Proxy Form

In accordance with the Listing Rules, attached are the 2011 Notice of Annual General Meeting and Proxy Form which will be mailed to shareholders today, along with the 2010 annual report (for those shareholders who have requested a hard copy) which was previously lodged with ASX on 1 March 2011.

Yours sincerely,

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Iikka Savisalo Company Secretary

Level 16, 132 Arthur Street North Sydney NSW 2060 AUSTRALIA

Tel: +61 2 9025 2000 Fax: +61 2 9025 2099 sydney@savcor.com www.savcor.com

Savcor Group Limited ABN 52 127 734 196

The Annual General Meeting of Savcor Group Limited will be held in the:

Mt Kilimanjaro Room, Christie Conference Centre Level 4, 100 Walker Street North Sydney, New South Wales, Australia 2060

FRIDAY 27 MAY 2011 AT 1.00 PM

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Savcor Group Limited
ABN 52 127 734 196
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ANNUAL GENERAL MEETING FRIDAY 27 MAY 2011 AT 1.00PM

AGENDA

ORDINARY BUSINESS

1. Financial reports

• To receive and consider the financial report and the reports of the directors and of the auditor for the financial year ended 31 December 2010.

2. Remuneration report

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

• “That the remuneration report (which forms part of the directors’ report) for the financial year ended 31 December 2010 be adopted.”

3. Election of director

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

• “That Iikka Savisalo being a director of the company who retires in accordance with clause 6.1(f)(i)(A) of

the company’s constitution, and being eligible, be re-elected as a director of the company in accordance with clause 6.1(i) of the company’s constitution.”

SPECIAL BUSINESS

4. Approval of issue of options to managing director

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

• “That for the purposes of Part 2E.1 of the Corporations Act, and ASX Listing Rule 10.14, the grant of

• options to Mr Hannu Savisalo, the managing director of the company, be approved on terms set out in the explanatory notes to this notice of annual general meeting.”

5. Approval of future shares issued under the Savcor Group Limited Exempt Employee Share Plan (EESP)

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

• “That for the purposes of ASX Listing Rule 7.2 (Exception 9), approval be given to the future issue of shares under the Savcor Group Limited Exempt Employee Share Plan (EESP)”.

6. Approval of future shares issued under the Savcor Group Limited Deferred Employee Share Plan (DESP)

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

• “That for the purposes of ASX Listing Rule 7.2 (Exception 9), approval be given to the future issue of shares under the Savcor Group Limited Deferred Employee Share Plan (DESP)”.

7. Approval of future options issued under the Savcor Group Limited Employee Option Plan (EOP)

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

• “That for the purposes of ASX Listing Rule 7.2 (Exception 9), approval be given to the future issue of options under the Savcor Group Limited Employee Option Plan (EOP)”.

8. To amend the constitution to renew the proportional takeover bids for a further three years To consider and, if thought fit, to pass the following resolution as a special resolution:

• “That clause 14 of the constitution of Savcor Group Limited is renewed for a period of three years commencing on 27 May 2011.

By Order of the Board

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Iikka Savisalo

Company Secretary 27 April 2011

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 2

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EXPLANATORY NOTES ON AGENDA ITEMS

These explanatory notes have been prepared to assist shareholders in understanding the business to be put to shareholders at the forthcoming annual general meeting.

ORDINARY BUSINESS

1. Financial reports

The Corporations Act 2001 requires the financial report, directors’ report and auditor’s report for the past financial year to be tabled before the annual general meeting. Shareholders can access a copy of the annual report on Savcor’s website at www.savcor.com.au. As permitted by legislation, a printed copy of the Savcor Group Limited Annual Report 2010 has been sent only to those shareholders who have elected to receive a printed copy. Neither the Corporations Act 2001 nor the company’s constitution requires a vote of shareholders on such reports. However, shareholders will be given a reasonable opportunity to discuss the financial reports and to make comments on the business and operations of the company for the year ended 31 December 2010.

2. Remuneration report

The remuneration report as disclosed in the directors’ report contains information on how the company’s directors and officers are remunerated. The Corporations Act 2001 requires that a resolution be put to the shareholders to adopt the remuneration report. The vote on this resolution is advisory only and will not bind the directors or the company. There will be a reasonable opportunity for shareholders to ask questions about or make comments on the remuneration report during the meeting.

Recommendation:

The directors unanimously recommend that shareholders vote in favour of agenda item 2.

3. Election of director

Iikka Savisalo (38) BBA, Accounting , Porvoo Commercial College, retires as a director of the company in accordance with the company’s constitution and being eligible, offers himself for re-election. Iikka joined the board on 26 September 2007 and has worked with Savcor Group since 1995. Iikka is currently a director of Cencorp Corporation (Finland).

Recommendation:

The directors (excluding Iikka Savisalo because of his interest and Simon Rowell who is retiring from the board) unanimously recommend that shareholders vote in favour of agenda item 3.

SPECIAL BUSINESS

4. Approval of issue of options to managing director

In accordance with the ASX listing rules and the Corporations Act 2001 , shareholders of the company are asked to approve the grant of 500,000 options to Mr Hannu Savisalo, the managing director of the company, under the company’s share option plan.

The directors consider that the grant of options under the share option plan constitutes the giving of a financial benefit to a related party of the company under Part 2E.1 of the Corporations Act 2001 , which requires the approval of shareholders in a general meeting. The ASX Listing Rules also require the company to obtain the approval of shareholders to the issue of options to a director under the share option plan.

The following information is provided to shareholders to enable shareholders to consider the proposed allocation of options to the managing director.

The issuing of share options is an established practice in Australia as part of the remuneration of

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 3

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EXPLANATORY NOTES ON AGENDA ITEMS continued

senior executives. If no options were issued, the cash remuneration of the managing director may have to be increased. Issuing options is considered a preferable alternative as the recipient benefits if the company’s share price increases - in which case all shareholders also benefit. If the total shareholder return does not exceed predetermined growth targets during the vesting period, the options are of no benefit and will lapse. This part of the managing director’s remuneration is therefore directly related to the longer term performance of the company.

Mr Hannu Savisalo’s current remuneration package comprises a fixed total remuneration package of $350,000 per annum, plus variable performance incentives as follows:

• (a) participation in approved Savcor Group Limited share option plan; and (b) participation in Savcor Group Limited’s short term bonus plan.

Mr Hannu Savisalo currently holds 694,326 share options under the company’s 2007 share option plan which were issued for nil consideration. If this resolution is passed, Mr Hannu Savisalo will receive 500,000 new options under the 2011 share option plan for consideration of the taxable value of the options which will be determined at the date of grant. Mr Hannu Savisalo will subsequently hold in accordance with the share option plans, a total of 1,194,326 options to subscribe for ordinary shares in the company. Each option will entitle Mr Hannu Savisalo to subscribe for one ordinary share. The 500,000 new options will be issued not more than twelve months after the meeting.

A summary of the principal terms of issue of the options are as follows:

•  Service condition for the options is three years from the grant date. If the person ceases to be employed by the company, the options will automatically lapse (subject to director discretion) as per the Savcor Employee Option Plan rules;

•  Performance condition for the options is that at the date three years from the date of grant, the total shareholder return is greater than 15% per annum compound over the volume weighted average price (VWAP) of Savcor Group Limited shares traded in the last 20 trading days preceding the grant date;

•  If the options do not vest at the date three years from the date of grant, they lapse;

•  The last exercise date of the options that vest is four years from the date of grant; and

•  Exercise price is calculated based on the volume weighted average price (VWAP) of Savcor Group Limited shares traded in the last 20 trading days preceding the grant date plus 15% per annum annual compound over the vesting period of three years.

The trading history of the company’s shares on the ASX in the 12 months to 7 April 2011 is as follows:

	Price	Date
Highest	16 cents	17 August 2010
Lowest	7.2 cents	4 November 2010
Last	9.2 cents	7 April 2011

The indicative value of the options to Mr Hannu Savisalo has been determined to be $23,331 as at 7 April 2011. The indicative value of the options has been assessed by an independent consultant applying a modified binomial valuation methodology.

The values attributable are based on variables determined at the date of valuation and are indicative only. The company will prepare and report a valuation based on actual variables at the date of issue using a Monte Carlo simulation model, if approved and granted.

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 4

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EXPLANATORY NOTES ON AGENDA ITEMS continued

The input variables applied in the model for the purposes of the indicative value are as follows:

Date of effective valuation:	7 April 2011
Expected life and contractual life of instrument (days)	1,461
Risk-free rate:	5.35%
Standard deviation (annualised):	79.83%
Closing share price at effective date:	$0.0900
Exercise price (per option):	$0.1364
Purchase price (per option):	$0.00123
Annualised dividend rate:	0%
Number of instruments:	500,000
Share based payment per instrument:	$0.04666
Total cost:	$23,331
2011 year	$5,726
2012 year	$7,791
2013 year	$7,770
2014 year	$2,044
	$23,331

Potential value of the benefit

Depending on the future value of Savcor Group Limited shares, the estimated value of the benefit under a number of scenarios, is as follows:

Future Savcor share price (cents)	Potential value of benefit ($)*	Savcor market capitalisation if
		potential benefit achieved ($m)**
9.00	Nil	12.68
13.64	Nil	19.22
15.00	$6,800	21.14
50.00	$181,800	70.46
100.00	$431,800	140.93

* assumes performance and service conditions met and does not include any dividend benefit

** assumes constant issued capital

On the basis of the current shareholding in the company, Mr Hannu Savisalo holds an interest in 89,203,610 Savcor Group Limited ordinary shares representing 63.3% of the total issued shares in the company.

If all of Mr Hannu Savisalo’s options are exercised, based on the current number of issued shares in the company, he would hold an interest in approximately 63.6% of the issued shares in the company. Accordingly, if Mr Hannu Savisalo’s options are exercised it will have a small dilutionary effect on the existing shareholders’ interests. The funds raised by the payment for the options and on their exercise will be used for working capital.

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 5

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EXPLANATORY NOTES ON AGENDA ITEMS continued

Recommendation:

Each of the directors (other than Mr Hannu Savisalo ) recommends that shareholders vote in favour of the resolution. The reason these directors make this recommendation is that they consider the options will constitute an effective incentive to Mr Hannu Savisalo to improve the performance of the company and the value of shareholders’ investment in the company. None of the directors (other than Mr Hannu Savisalo and Mr Iikka Savisalo) has an interest in the outcome of the resolution.

The ASX Listing Rules and the Corporations Act 2001 require the company to disregard votes cast on this resolution by any director of the company eligible to participate in any employee incentive scheme. Mr Hannu Savisalo is the only director eligible to participate in the share option plan. Accordingly, in accordance with the requirements of the ASX Listing Rules and the Corporations Act 2001 , the company will disregard any votes cast on this resolution by Mr Hannu Savisalo, and associates of Mr Hannu Savisalo, other than a vote cast by:

• (a) Mr Hannu Savisalo as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) Mr Hannu Savisalo as chairman of the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

5. Approval of future shares issued under the Savcor Group Limited Exempt Employee Share Plan (EESP).

ASX Listing Rule 7.1 provides a formula that limits the number of equity securities the company may issue without shareholder approval to 15% of each class of securities within any 12 month period.

ASX Listing Rule 7.2, exception 9, provides that a company’s shareholders may approve the issue of any securities under an employee incentive scheme as an exception to Rule 7.1 up to three years prior to the date of the issue.

The EESP was established by the company prior to listing. The shareholders of the company have not previously approved issues of shares under the EESP. Since establishment, 42,000 shares have been acquired into the EESP.

23,900 shares remain outstanding under the EESP at the date of these explanatory notes. It is proposed by this resolution 5 to approve the issue of securities under the EESP under ASX Listing Rule 7.2, Exception 9. If passed, the approval will remain current for three years from the date of the annual general meeting.

The operation of the EESP involves financial assistance in connection with the acquisition of shares in the company. Accordingly, shareholder approval is also sought pursuant to section 260C of the Corporations Act 2001 .

Section 260A of the Corporations Act 2001 sets out certain requirements with which a company must comply in order to be able to financially assist a person to acquire shares in the company. Section 260C (4) provides that the provision of financial assistance under an employee shares scheme that is approved by a resolution passed at a general meeting of the company will be exempted from the requirements of section 260A.

Summary

The EESP is a Subdivision 83A-B qualifying employee share scheme (ESS) which enables eligible employees, including directors, to acquire Savcor shares valued up to $1,000 each year on a tax concessional basis.

The tax concession enables employees to reduce the amount to be included in their assessable income up to a maximum of $1,000 per annum, if:

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 6

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EXPLANATORY NOTES ON AGENDA ITEMS continued

1. The sum of their:

2. (i) taxable income for the tax year (including the value of the shares acquired under the ESS during the tax year); and

3. (ii) reportable fringe benefits for the tax year; and

4. (iii) reportable superannuation contributions (if any) for the tax year; and

5. (iv) total investment loss for the tax year

does not exceed $180,000.00 during the same tax year that the shares were acquired under the ESS, and

1. Immediately after acquisition of the offered shares, they do not:

2. (i) hold a beneficial interest in more than 5% of the shares in the company; and

3. (ii) are in a position to cast, or control the casting of, more than 5% of the maximum number of votes that might be cast at a general meeting of the company.

All permanent employees at the time of offer are invited to subscribe for shares valued at up to $1,000 at the time of the offer, or such lower level as the board may determine. Participating employees acquire the shares by way of remuneration sacrifice – agreeing to forego future income for share benefits. The board may also approve a company contribution to participating employees to further encourage their participation. In addition, the company meets the cost of plan administration.

Operation of the EESP

The EESP operates under a trust.

Entitlement to shares

Shares offered under the EESP must be held by employees for three years while they remain employed.

Forfeiture of shares

Shares offered under the EESP cannot be subject to forfeiture.

Shareholding rights

Shares issued under the EESP carry full shareholder rights such as in relation to rights and bonus issues, voting and dividends but will not participate in any dividend reinvestment plan.

Variation of rules

The board may alter the rules of the EESP or their application subject to the ASX Listing Rules. Prior approval by ordinary resolution of the company’s shareholders will be required for amendments which are to the advantage of participants and which relate to certain specified events.

Limitation on issues

The number of shares that may be issued or acquired under the EESP when aggregated with the number of shares issued or acquired during the previous 5 years from share issues under all employee share schemes established by the company (including shares issued as a result of the exercise of options granted during the previous 5 years under any such employee share scheme) must not exceed 5 percent of the total number of shares on issue, disregarding the following unregulated offers:

• (a) an offer to a person situated at the time of receipt of the offer outside Australia; or

• (b) an offer that is an excluded offer or invitation within the meaning of the Corporations Act 2001 or any relevant class order; or

• (c) an offer that does not need disclosure to investors under the Corporations Act 2001 .

A copy of the EESP trust deed may be requested from the company secretary.

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 7

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EXPLANATORY NOTES ON AGENDA ITEMS continued

Voting entitlements

In accordance with the voting exclusion statement in the notice of meeting, the company will disregard any votes cast on resolution 5 by any director of the company, and associate of any director of the company (except as permitted under the ASX Listing Rules).

6. Approval of future shares issued under the Savcor Group Limited Deferred Employee Share Plan (DESP)

ASX Listing Rule 7.1 provides a formula that limits the number of equity securities the company may issue without shareholder approval to 15% of each class of securities within any 12 month period.

ASX Listing Rule 7.2, exception 9, provides that a company’s shareholders may approve the issue of any securities under an employee incentive scheme as an exception to Rule 7.1 up to three years prior to the date of the issue.

The DESP was established by the company prior to listing. The shareholders of the company have not previously approved issues of shares under the DESP. Since establishment, 4,228,124 shares have been acquired into the DESP.

3,107,779 shares remain outstanding under the DESP at the date of these explanatory notes. It is proposed by this resolution 6 to approve the issue of securities under the DESP under ASX Listing Rule 7.2, exception 9. If passed, the approval will remain current for three years from the date of the annual general meeting.

The operation of the DESP involves financial assistance in connection with the acquisition of shares in the company. Accordingly, shareholder approval is also sought pursuant to section 260C of the Corporations Act 2001 .

Section 260A of the Corporations Act 2001 sets out certain requirements with which a company must comply in order to be able to financially assist a person to acquire shares in the company. Section 260C (4) provides that the provision of financial assistance under an employee shares scheme that is approved by a resolution passed at a general meeting of the company will be exempted from the requirements of section 260A.

Summary

The DESP is a Subdivision 83A-C qualifying employee share scheme (ESS) which enables invited eligible employees, including directors, to acquire Savcor shares as a bonus/incentive or as a remuneration sacrifice and, subject to certain conditions, not pay tax for up to 7 years on the benefit.

In respect of remuneration sacrifice offers, all permanent employees at the time of offer are invited to subscribe for up to $5,000 worth of Savcor shares per annum. Participating employees acquire the shares by way of remuneration sacrifice – agreeing to forego future income for share benefits.

In respect of bonus/incentive offers, invited employees subscribe for shares subject to 'real risk of forfeiture'.

The board may also approve a company contribution to participating employees to further encourage their participation. In addition, the company meets the cost of plan administration.

Operation of the DESP

The DESP operates under a trust. The participant’s ownership of the shares, and his or her right to deal with them, are governed by the rules set out in the trust deed. The shares are held by the trustee until the shares have vested with the particular participant subsequent to satisfaction of any performance and/or criteria and an application for withdrawal has been accepted by the company.

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 8

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EXPLANATORY NOTES ON AGENDA ITEMS continued

Entitlement to shares

Prior to satisfaction of any performance and/or service criteria a participant will only have a conditional entitlement to the shares. The conditional entitlement to the shares will lapse if any performance and/or service criteria are not met prior to the time of the vesting of the shares. However participants may at any time submit a notice of withdrawal of shares held by them in the event of special circumstances. Special circumstances is defined as retirement, redundancy, death or permanent disablement of a participant, or such other circumstances determined by the board from time to time.

Forfeiture of shares

Failure to satisfy the conditions of offer or where the board is of the opinion that a participant has been dismissed with cause or has committed any act of fraud, defalcation or gross misconduct in relation to the company, any shares allocated to a participant are forfeited unless the board resolves otherwise.

Shareholding rights

Shares issued under the DESP carry full shareholder rights such as in relation to rights and bonus issues, voting and dividends but will not participate in any dividend reinvestment plan.

Variation of rules

The board may alter the rules of the DESP or their application subject to the ASX Listing Rules. Prior approval by ordinary resolution of the company’s shareholders will be required for amendments which are to the advantage of participants and which relate to certain specified events.

Limitation on issues

The number of shares that may be issued or acquired under the DESP when aggregated with the number of shares issued or acquired during the previous 5 years from share issues under all employee share schemes established by the company (including shares issued as a result of the exercise of options granted during the previous 5 years under any such employee share scheme) must not exceed 5 percent of the total number of shares on issue, disregarding the following unregulated offers:

• (a) an offer to a person situated at the time of receipt of the offer outside Australia; or

• (b) an offer that is an excluded offer or invitation within the meaning of the Corporations Act 2001 or any relevant class order; or

• (c) an offer that does not need disclosure to investors under the Corporations Act 2001 .

A copy of the DESP trust deed may be requested from the company secretary.

Voting entitlements

In accordance with the voting exclusion statement in the notice of meeting, the company will disregard any votes cast on resolution 6 by any Director of the Company, and associate of any director of the company (except as permitted under the ASX Listing Rules).

7. Approval of future options issued under the Savcor Group Limited Employee Option Plan (EOP).

ASX Listing Rule 7.1 provides a formula that limits the number of equity securities the company may issue without shareholder approval to 15% of each class of securities within any 12 month period.

ASX Listing Rule 7.2, exception 9, provides that a company’s shareholders may approve the issue of any securities under an employee incentive scheme as an exception to Rule 7.1 up to three years prior to the date of the issue.

The EOP was established by the company prior to listing. The shareholders of the company have not previously approved issues of option under the EOP. Since establishment, 5,228,698 options have been issued under the EOP.

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 9

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EXPLANATORY NOTES ON AGENDA ITEMS continued

2,430,142 options remain outstanding under the EOP at the date of these explanatory notes. It is proposed by this resolution 7 to approve the issue of securities under the EOP under ASX Listing Rule 7.2, exception 9. If passed, the approval will remain current for three years from the date of the annual general meeting.

Summary

The EOP is a Subdivision 83A-C qualifying employee share scheme (ESS) which enables invited eligible executives, including directors, to acquire options over Savcor shares and defer tax on the benefit until the relevant ESS deferred taxing point.

The board may offer options to acquire shares to invited executives having regard to their actual and potential contribution to the company. The exercise price will be determined by reference to the weighted average market price of Savcor shares up to and including the date of grant of the option or such other date or period or calculation methodology as the board determines.

Options cannot be transferred. Options will not be quoted on ASX. Options cannot have a security interest placed over them and plan members are specifically prohibited from hedging their exposure to the SAV share price during the vesting period. Shares issued under EOP on the exercise of the options will rank equally with other ordinary shares of the company and will be listed.

An option may only be exercised at a date determined by the board (first exercise date) and will lapse, if not exercised, at a date determined by the board (last exercise date) not exceeding 10 years, subject to applicable performance hurdles and other restrictions set out in the offer letter. An unexpired option will also lapse on a date one month after the participating executive ceases to be employed by Savcor for any reason.

Variation of rules

The board may alter the rules of the EOP or their application subject to the ASX Listing Rules. Prior approval by ordinary resolution of the company’s shareholders will be required for amendments which are to the advantage of participants and which relate to certain specified events.

Limitation on issues

The number of options that may be issued or acquired under the EOP when aggregated with the number of shares issued or acquired during the previous 5 years from share issues under all employee share schemes established by the company (including shares issued as a result of the exercise of options granted during the previous 5 years under any such employee share scheme) must not exceed 5 percent of the total number of shares on issue, disregarding the following unregulated offers:

• (a) an offer to a person situated at the time of receipt of the offer outside Australia; or

• (b) an offer that is an excluded offer or invitation within the meaning of the Corporations Act 2001 or any relevant class order; or

• (c) an offer that does not need disclosure to investors under the Corporations Act 2001 .

A copy of the EOP rules may be requested from the company secretary.

Voting entitlements

In accordance with the voting exclusion statement in the notice of meeting, the company will disregard any votes cast on resolution 7 by any director of the company, and associate of any director of the company (except as permitted under the ASX Listing Rules).

8. To amend the constitution to renew the proportional takeover bids for a further three years.

• The company’s constitution currently contains provisions dealing with proportional takeover bids for Savcor Group Limited shares in accordance with the Corporations Act 2001 . The provisions are

• designed to assist shareholders to receive proper value for their shares if a proportional takeover bid is made for the company.

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 10

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EXPLANATORY NOTES ON AGENDA ITEMS continued

Under the Corporations Act 2001 , the provisions must be renewed every three years or they will cease to have effect. The current provisions automatically ceased to have effect on 26 September 2010. If the proposed resolution is approved by shareholders, the proportional takeover provisions will be in exactly the same terms as the existing provisions and will have effect until 26 May 2014.

The Corporations Act 2001 requires that the following information be provided to shareholders when they are considering the inclusion of proportional takeover provisions in a constitution.

Effect

A proportional takeover bid is one where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

If a proportional takeover bid is made, directors must hold a meeting of the shareholders of the class of shares being bid for to consider whether or not to approve the bid. A resolution approving the bid must be voted on before the 14th day before the end of the bid period. The resolution will be passed if more than 50% of votes are cast in favour of the approval. (The bidder and its associates are not allowed to vote on the resolution). If no such resolution is voted on by that deadline, a resolution approving the bid is taken to have been passed.

If a resolution to approve the bid is rejected, binding acceptances are required to be rescinded, and all unaccepted offers and offers failing to result in binding contracts are taken to have been withdrawn.

If the bid is approved or taken to have been approved, the transfers resulting from the bid may be registered provided they comply with other provisions of the Corporations Act 2001 and the company’s constitution.

The proportional takeover provisions do not apply to full takeover bids.

Reasons

Without the proportional takeover approval provisions, a proportional takeover bid may enable control of the company to pass without members having the opportunity to sell all their shares to the bidder. Shareholders may be exposed to the risk of being left as a minority in the company and the risk of the bidder being able to acquire control of the company without payment of an adequate control premium for their shares.

The proposed proportional takeover provisions lessen this risk because they allow shareholders to decide whether a proportional takeover bid is acceptable and should be permitted to proceed.

No knowledge of any acquisition proposals

At the date of this notice, no director of the company is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the company.

Review of proportional takeover provisions

The Corporations Act 2001 requires that members be given a statement which retrospectively examines the advantages and disadvantages, for directors and members, of the proportional takeover provisions proposed to be renewed. Such a statement follows.

While proportional takeover provisions have been in effect there have been no takeover bids for the company, either proportional or otherwise. Accordingly, there are no actual examples against which to review the advantages or disadvantages of the existing proportional takeover provisions (that is clause 14 of the existing constitution) for the directors and members of the company. The directors are not aware of any potential takeover bid that was discouraged by clause 14.

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 11

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EXPLANATORY NOTES ON AGENDA ITEMS continued

Potential advantages and disadvantages

As well as a retrospective review of the provisions proposed to be renewed, the Corporations Act 2001 requires that shareholders be given a statement of the potential future advantages and disadvantages of the provisions.

The directors of the company consider that the proposed renewal of the proportional takeover provisions has no potential advantages or potential disadvantages for directors because they remain free to make a recommendation on whether a proportional takeover bid should be approved.

The potential advantages of the proposed proportional takeover provisions for members are:

• (a) they give shareholders their say in determining whether a proportional takeover bid should proceed;

• (b) they may assist shareholders in not being locked in as a relatively powerless minority;

• (c) they increase shareholders’ bargaining power and may assist in ensuring that any proportional bid is adequately priced; and

• (d) knowing the view of the majority of shareholders assists each individual shareholder in

• assessing the likely outcome of the proportional takeover bid and whether to approve or reject that offer.

Some of the potential disadvantages to members of the company are:

• (a) it is a hurdle and may discourage the making of proportional takeover bids in respect of the company;

• (b) this hurdle may depress the share price or deny shareholders an opportunity of selling their shares at a premium; and

• (c) it may reduce the likelihood of a proportional takeover bid being successful.

However, the directors of the company do not perceive those or any other possible disadvantages as justification for not renewing the proportional takeover provisions for a further three years.

Recommendation:

The directors unanimously recommend that shareholders vote in favour of agenda item 8.

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 12

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Questions for the Chairman or Auditor

If you wish to submit a written question in relation to matters that are relevant to the 2011 annual general meeting, such as the financial reports, remuneration report, the resolutions being put to the meeting, general questions regarding the performance of Savcor Group Limited and questions to the auditor, please complete the question form below.

SAVCOR GROUP LIMITED All correspondence to: ABN 52 127 734 196 Registries Limited GPO BOX 3993 Sydney NSW 2001 Enquiries: +61 2 9290 9600 Facsimile: +61 2 9290 9655 www.registries.com.au

registries@registries.com.au

QUESTIONS FROM SHAREHOLDERS

•  on the accounts or the management of the company

•  on the conduct of the audit

•  on the preparation and content of the independent auditor’s report

•  on the accounting policies adopted by the company in relation to the preparation of the financial statements

•  on the independence of the auditor in relation to the conduct of the audit; or

•  on other agenda items

You may return this form in the reply paid envelope or fax to +61 2 9290 9655

ALL QUESTIONS MUST BE RECEIVED BY 3.00 PM (SYDNEY TIME) ON FRIDAY 20 MAY 2011.

We will attempt to respond to as many of the frequently asked questions as possible at the 2011 annual general meeting.

Shareholder’s name:

Address:

Email address:

Shareholder reference number or holder identification number:

Please tick the relevant box: my question(s) is/are for the: Chairman Auditor

Questions:

SAVCOR GROUP LIMITED NOTICE OF MEETING 2011 13

Savcor Group Limited ABN 52 127 734 196

FOR ALL ENQUIRIES CALL REGISTRIES:

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(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE: +61 2 9290 9655

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POSTAL ADDRESS: Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

1301013012012101010102301310022231013

XXXXXX XXXXXX C/- Greig & Harrison Pty Ltd Suite 902 4 Bridge Street SYDNEY NSW 2000

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Reference Number : XXXXXXXXXXX

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Please note it is important you keep this confidential

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BEFORE 1:00PM, WEDNESDAY, 25 MAY 2011

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of proxy

Indicate here who you want to appoint as your proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative form" prior to admission. An Appointment of Corporate Representative form can be obtained from the company 's securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two 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 telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy using this Proxy Form, you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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; and

(b) return both forms together in the same envelope.

STEP 3 Sign the Proxy Form

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders must sign. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 1:00pm on Friday, 27 May 2011 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged:

BY MAIL Share Registry - Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia BY FAX +61 2 9290 9655 IN PERSON Share Registry - Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

STEP 2 Voting directions to your proxy

You can tell your proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each 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 any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. 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.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

Savcor Group Limited

PROXY FORM Annual General Meeting

XXXXXX XXXXXX C/- Greig & Harrison Pty Ltd Suite 902 4 Bridge Street SYDNEY NSW 2000

STEP 1 - Appointment of proxy

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S00004047761

I/We being a member/s of Savcor Group Limited (the "Company") and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an 'X') OR

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Savcor Group Limited to be held in the Mt Kilimanjaro Room, Christie Conference Centre, Level 4, 100 Walker Street, North Sydney NSW 2060 on Friday, 27 May 2011 at 1:00pm and at any adjournment of that meeting, to act on my behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman 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 in respect of a resolution, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of resolution(s) Item 4., Item 5., Item 6. & Item 7. and votes cast by the Chairman 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 Chairman of the Meeting 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.The Chair intends to vote 100% of all open proxies FOR the resolutions.

STEP 2 - Voting directions to your proxy - please mark X to indicate your directions

STEP 2 - Voti	ng directions to your proxy - please mark X to indicate your direction	s
Ordinary Business		For	Against	Abstain*
Item 2.	To adopt the Remuneration report for 31 December 2010
Item 3.	To re-elect Mr Iikka Savisalo as a Director
Special Business		For	Against	Abstain*
Item 4.	Approval of issue of options to the Managing Director
Item 5.	Approval of future shares issued under the Savcor Group Limited Exempt Employee Share Plan (EESP)
Item 6.	Approval of future shares issued under the Savcor Group Limited Deferred Employee Share Plan (DESP)
Item 7.	Approval of future options issued under the Savcor Group Limited Employee Option Plan (EOP)
Item 8.	To amend the constitution to renew the proportional takeover bids for a further three years

In addition to the intentions advised above, The Chair intends to vote 100% of all open proxies FOR the resolutions.

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Step 3 - PLEASE SIGN HERE

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This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
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Contact Name.........................................................................

Contact Daytime Phone.......................................................................

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