FORESTA GROUP HOLDINGS LIMITED — AGM Information 2012

Oct 21, 2012

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Leaf Energy Limited ABN 18 074 969 056

NOTICE OF ANNUAL GENERAL MEETING

Thursday 22 November 2012

4:30 p.m. (Brisbane time)

Board Room Grant Thornton, Ground Floor 102 Adelaide Street, Brisbane, Australia

Part 1: Notice of Annual General Meetin g

The Annual General Meeting of Members of Leaf Energy Limited will be held at the offices of Grant Thornton, Board Room Grant Thornton, Ground Floor 102 Adelaide Street, Brisbane, Queensland on Thursday 22 November 2012 commencing at 4:30 p.m. (Brisbane time).

The Annual Report is available on our website for viewing if you have elected not to receive a hard copy. Our website address is www.leafenergy.com.au

Ordinary business

Item 1 – Annual financial report, directors’ report and auditor’s report

To receive and consider the annual financial report of the Company, together with the Directors’ report and auditor’s report, for the year ended 30 June 2012.

Item 2 – Election of Directors

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

That Jay Hetzel, a Director retiring by rotation in accordance with rule 28.6 of the Constitution and being eligible, be re-elected as a Director.

Item 3 – Remuneration Report

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

That the Remuneration Report for the year ending 30 June 2012 be adopted.

Special business

Item 4 – Approval of issue of Shares to Jay Hetzel as part payment of Director’s Fees

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

That for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of a total of 496,000 Shares to Dr Jay Hetzel on the terms and conditions set out in the Explanatory Statement.

Item 5 – Approval of 10% Placement Facility

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

That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on terms and conditions in the Explanatory Memorandum.

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Voting exclusion statement – items 3, 4 and 5

The Company will disregard any votes cast on:

• item 3 by any member of Key Management Personnel of the Group and any Closely Related Party of such a member; and

• item 4 by:

• (i) Dr Jay Hetzel and any associate of Dr Jay Hetzel; and

• (ii) proxy by Dr Jay Hetzel and any associate, and Closely Related Party of Dr Jay Hetzel.

• Item 6 by:

• (i) a person (and any associates of a person) who may participate in the proposed issue; or

• (ii) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed.

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

• 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).

• Please refer to the important information about the appointment of proxies below.

Other information

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice and should be read in conjunction with it.

Proxies

Please note that:

• (a) a Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a Member;

• (c) a Member may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Member’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Member’s proxy; and

• (e) Members entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

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The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Member appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, a certificate of the appointment of corporate representative should be completed and lodged in the manner specified below.

If proxy holders vote on a poll, they must cast all directed proxies as directed. Any directed proxies which are not voted on a poll will automatically default to the Chairman of the Meeting, who must vote the proxies as directed.

The Chairman of the meeting will vote all undirected proxies in favour of each resolution.

Proxy forms must be lodged by 4:30 p.m. (Brisbane time) on Tuesday 20 November 2012.

Important information concerning proxy votes on item 3 and 4

The Corporations Act now places certain restrictions on the ability of Key Management Personnel and their Closely Related Parties to vote on items 3 and 4, including where they are voting as proxy for another Member.

To ensure that your votes are counted, you are encouraged to direct your proxy as to how to vote on items 3 and 4 by indicating your preference on the proxy form.

If you appoint the Chairman of the Meeting as your proxy but you do not direct the Chairman how to vote in respect of items 3 and 4, the Chairman will not be able to vote as your proxy unless you mark the box indicated on the proxy form to authorise the Chairman to vote on those items. Marking this box will authorise the Chairman to vote as your proxy on items 3 and 4 even though they are connected with the remuneration of Key Management Personnel and you have not directed the Chairman how to vote.

The chairman intends to vote all undirected proxies in favour of items 3 and 4 .

Corporate representatives

Any:

• corporate Member; or

• corporate proxy appointed by a Member,

which has appointed an individual to act as its corporate representative at the Annual General Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry, Security Transfer Registrars Pty Limited, in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative. An Appointment of Corporate Representative form is available by contacting the Company’s share registry, Security Transfer Registrars Pty Limited, on +61 8 9315 2333 during business hours.

If you have any queries on how to cast your votes, please call the Company’s share registry Security Transfer Registrars Pty Limited, on +61 8 9315 2333 during business hours.

Voting entitlements

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 , the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Members as at 4:30 p.m. (Brisbane time) on

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Tuesday 20 November 2012. Accordingly, transactions registered after that time will be disregarded in determining Members’ entitlements to attend and vote at the Annual General Meeting.

By order of the Board of Directors

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Stephen Denaro Company Secretary

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Part 2: Ex lanator Statement p y

1 Introduction

This Explanatory Statement has been prepared for the information of Members in connection with the resolutions to be considered by them at the Annual General Meeting to be held at the offices of Grant Thornton, Board Room Grant Thornton, Ground Floor 102 Adelaide Street, Brisbane, Queensland on Thursday 22 November 2012 commencing at 4:30 p.m. (Brisbane time).

The purpose of this Explanatory Statement is to provide Members with the information known to the Company that the Board considers material to their decision on whether to approve the resolutions in the accompanying Notice. This document is important and should be read in conjunction with all of the information contained in this booklet, including the Notice.

Capitalised terms in this Explanatory Statement are defined in the Glossary in Section 0.

2 Ordinary business

Item 1 - Annual financial report and Directors’ and auditor’s reports

The first item of business of the Annual General Meeting is to receive and consider the financial report, together with the Directors’ and Auditor’s Reports, for the year ended 30 June 2012.

No resolution is required for this item of business. However, as a Member, you may submit a written question to the auditor prior to the Annual General Meeting provided that the question relates to:

• the content of the Auditor’s Report; or

• the conduct of the audit in relation to the Financial Report.

All written questions must be received by the Company no later than five business days prior to the meeting.

All questions must be sent to the Company and may not be sent direct to the Auditor. The Company will then forward all questions to the Auditor.

The Auditor will be attending the Annual General Meeting and will answer written questions submitted prior to the meeting.

The Auditor will also be available to answer questions from Members relevant to:

• the conduct of the audit;

• the preparation and content of the Auditor’s Report;

• the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and

• the independence of the Auditor in relation to the conduct of the audit.

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Item 2 - Election of Director

The second item of business of the Annual General Meeting relates to the election of a Director.

Rule 28.6 of the Constitution provides that at every Annual General Meeting of the Company one third of the Directors, other than the Managing Director, must retire from office. If the number of Directors is not a multiple of three, rule 28.6 requires that that number of Directors nearest to, but not less than, one third of the Directors (other than the Managing Director) must retire from office.

Rule 28(3) of the Constitution provides that if a Director is appointed by the Board, that Director will hold office only until the next Annual General Meeting, at which time the appointed Director may stand for re-election.

The election of each candidate must be considered and voted on as a separate resolution. Set out below are details of the resolution and candidate, together with the recommendation of the Board.

Resolution 1 - Re-election of Jay Hetzel – non-executive Director and Chair

In accordance with rule 28.6 of the Constitution, Jay Hetzel, a Non-Executive Director and Chair, will retire at the Annual General Meeting and being eligible, has offered himself for re-election.

Biography of Jay Hetzel

Dr Hetzel holds a Bachelor in Agricultural Science (Honours) (University of Melbourne) and a Ph.D in Animal Genetics (University of Sydney). He co-founded Genetic Solutions Pty Ltd to commercialise genomics technology in livestock and the company was sold to Pfizer Animal Health in 2008. Dr Hetzel has served on a number of industry and government advisory groups including the Queensland Biotechnology Advisory Council, Australian Government Gene Technology Technical Advisory Committee and the Life Sciences Queensland Steering Committee. He is currently a non executive director of Beef CRC Ltd. Dr Hetzel is a Fellow of the Australian Academy of Technological Sciences and Engineering. He is also a Fellow of the Australian Institute of Company Directors.

The Directors, with Dr Hetzel abstaining, recommend that Dr Hetzel be elected as a Director.

Item 3 - Remuneration Report

The Remuneration Report forms part of the Directors’ Report included in the Annual Report.

Item 3 proposes the adoption of the Remuneration Report. The resolution is advisory only and does not bind the Company or the Board.

However, changes to the Corporations Act provide that if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Members will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the company’s Directors (other than the Managing Director) who were in office at the date of the approval of the applicable Directors’ Report must stand for re-election.

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The resolution to approve the remuneration report was passed unanimously on a show of hands at the 2011 annual general meeting.

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

3 Special business

Item 4 – Approval of issue of Shares to Jay Hetzel as part payment of Director’s Fees

To assist the Company to conserve cash, the Company’s Non-Executive Director and Chairman, Dr Jay Hetzel, has agreed that $24,800 of his fees be paid by way of fully paid Ordinary Shares rather than cash in relation to the following period:

• from 12 September 2012 to 30 June 2013 (in respect of the increase in fees he is due to receive as Chairman of the Board)

The Chairman’s annual gross fees are $66,000, pro-rated to $52,800 for the period of the financial year Dr Jay Hetzel was appointed to the position. In his previous position as a member of the Board, Dr Jay Hetzel was to earn $28,000 pro-rated for the financial year. The increase in fees due to the Chairman for this financial year is proposed to be paid in shares.

The Company has determined the number of Shares proposed to be issued by dividing the fees of $24,800 due by an issue price of $0.05 per share. The price per share is in accordance with the issue price of Shares under the April 2012 Entitlement Offer i.e. 496,000 fully paid Ordinary Shares.

Regulatory requirements – general approval for issue of Shares

ASX Listing Rule 10.11 prohibits the Company from issuing equity securities (such as Performance Shares) to a related party of the Company, such as a Director, without the Company obtaining Shareholder approval, unless an exception applies. None of the exceptions to ASX Listing Rule 10.11 apply in respect of Item 4. ASX Listing Rule 10.13 required that the Shares be issued within one month of the date approved by shareholders.

Under Listing Rule 7.1, subject to certain exceptions, a company must not issue more than 15% of the company’s total issued capital without shareholder approval.

The Company seeks approval of this issue in order to preserve its capacity to issue up to 15% of its issued capital without Member approval by allowing the Company to exclude any Shares issued under Item 4 from the 15% calculation.

If approval is given under ASX Listing Rule 10.11, approval is not required under Listing Rule 10.11.

Directors’ recommendation

The Directors, with Dr Hetzel abstaining, recommend that Members vote in favour of item 4.

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Item 5 – Approval of 10% Placement Facility

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements in the 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalization of $300 million or less. The Company is an eligible entity.

The Company is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer below).

The Company may use the 10% Placement Facility to fund ongoing development.

The Directors of the Company believe Item 5 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

Description of Listing Rule 7.1A

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an Annual General Meeting.

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of the Notice, the Company has on issue one class of quoted Equity Securities i.e. Ordinary Shares.

a) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

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• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

• D is 10%

E is the number of Equity Securities issued or agreed to be issued under listing rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

b) Listing Rule 7.1 and Listing Rule 7.4

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 46,231,029 Shares and therefore has a capacity to issue:

• a) 6,934,654 Equity Securities under Listing Rule 7.1; and

• b) subject to Shareholder approval being sought under Resolution 4,623,102 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

c) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• a) the date on which the price at which the Equity Securities are to be issued and agreed; or

• b) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

d) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

• a) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

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• b) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX.

e) Listing Rule 7.1A

The effect of Item 5 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Item 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

• a. the date on which the price at which the Equity Securities are to be issued is agreed; or

• b. if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued

• b) If Item 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). There is a risk that:

• a. the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• b. the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of the consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

• c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

• d) The Company may seek to issue the Equity Securities for the following purposes:

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• a. non-cash consideration for the acquisition of the new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• b. cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

The Company will comply with the disclosure obligations under the Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• a. the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• b. the effect of the issue of the Equity Securities on the control of the Company;

• c. the financial situation and solvency of the Company; and

• d. advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

• e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

Dilution Table

The table below shows the potential dilution of holders of Shares on the basis of three different assumed issue prices and numbers of Shares on issue:

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	Dilution when compared with the current	Issue of 10% of the enlarged share capital	Issue of 10% of the enlarged share capital	Issue of 10% of the enlarged share capital
Issued share		$0.027 per share	$0.054 per share	$0.081 per share
capital	issued share capital	(50% decrease in	(Issue price)	(50% increase in issue price)
		issue price)
46,231,029 Current issued share capital	10% issue	4,623,102 shares	4,623,102 shares	4,623,102 shares
	Funds raised	$124,823.75	$249,647.50	$374,471.26
69,346,543 50% increase in issued share capital	10% issue	6,934,654 shares	6,934,654 shares	6,934,654 shares
	Funds raised	$187,235.65	$374,471.31	$561,706.97
92,462,058 100% increase in issued share capital	10% issue	9,246,205 shares	9,246,205 shares	9,246,205 shares
	Funds raised	$249,647.53	$499,295.07	$748,942.60

The table has been prepared on the following assumptions:

• a) The issue price is $0.054 based on the closing price of shares on 15 October 2012.

• b) The current issued share capital has been calculated in accordance with the formula in ASX Listing Rule 7.1A(2) as at 15 October 2012.

• c) The Company issues the maximum number of equity securities available under the share issue mandate under ASX Listing Rule 7.1A.

• d) No options are exercised or converted into Shares.

• e) The table shows only the effect of issues of the Company’s equity securities under the Share Issue Mandate, not under the Company’s 15% placement capacity.

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4 Glossary

In this Explanatory Statement, and in the Notice, the following terms have the following meaning unless the context otherwise requires:

Annual General Meeting means the annual general meeting of the Members convened pursuant to the Notice for the purposes of considering the resolutions set out in the Notice.

Annual Report means the annual report of the Company for the year ended 30 June 2012.

ASX means ASX Limited.

Board means board of Directors of the Company.

Closely Related Party of a member of Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

• (e) a company that the member controls; or

• (f) a person described by the Corporations Regulations 2001 (Cth).

Company means Leaf Energy Limited.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities means fully paid ordinary shares in the Company.

Group means the Company and subsidiaries of the Company.

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (whether executive or not).

Listing Rules means the listing rules of ASX.

Member means a holder of Shares.

Constitution means the constitution of the Company.

Notice means the notice in Part 1 pursuant to which the Annual General Meeting is convened.

Remuneration Report means the section of the Directors’ report contained in the annual financial report of the Company for the year ended 30 June 2012 entitled “Remuneration Report”.

Shares means fully paid ordinary shares in the Company.

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PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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LEAF ENERGY LIMITED

REGISTERED OFFICE:

ABN:18 074 969 056

ROOM 4.07 LEVEL 4 88 MUSK AVENUE KELVIN GROVE QLD 4059

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code: LER

Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson 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 Annual General Meeting of the Company to be held at 4.30pm (Brisbane time) on Thursday 22 November 2012 at Board Room Grant Thornton, Ground Floor 102 Adelaide Street, Brisbane QLD and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

1. Annual financial report, directors' report and auditor's report

2. Election of Director - Jay Hetzel

3. Remuneration Report

1. Approval of issue of Shares to Jay Hetzel as part payment of Director's Fees

5. Approval of 10% Placement Facility

For Against Abstain*

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• 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.

Chairman authorised to exercise undirected proxies on remuneration related resolutions.

Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Agenda Item 3 (except where I/we have indicated a different voting intention) even though Agenda Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of resolutions 2 & 4 and votes cast by him/her other than as a 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 resolutions 2 & 4 and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of each resolution.

SECTION C: Please Sign Below

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

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

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7760566254

Reference Number:

LER

1

1

My/Our contact details in case of enquiries are: NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of Leaf Energy Limited. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Leaf Energy Limited.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) 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 telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, 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 of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 2.30pm (WST)on Tuesday 20 November 2012, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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