GENERATION DEVELOPMENT GROUP LIMITED — AGM Information 2008

Sep 29, 2008

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Austock Group Limited (“Company”) will be held in Oaks Room 4 & 5, Oaks on Collins, 480 Collins Street, Melbourne VIC 3000 on Thursday, 30 October 2008 at 9 a.m. (Melbourne time)

ORDINARY BUSINESS

Item 1: Financial Reports

To receive and consider the Financial Report of the Company and the Reports of the Directors and Auditor for the financial year ended 30 June 2008.

Item 2: Adoption of Remuneration Report

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

“That the Remuneration Report of the Company for the financial year ended 30 June 2008 be adopted.”

This resolution is advisory only and does not bind the Company.

Item 3: Election and Re-Election of Directors

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

“Mr Christopher Alan Sadler, who ceases to hold office in accordance with Rule 11.1(c) of the Company’s Constitution and, being eligible, offers himself for election, be elected a Director of the Company.”

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

“Mr Victor David Cottren, who retires by rotation in accordance with Rule 11.1(d) of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected a Director of the Company.”

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SPECIAL BUSINESS

Item 4: Approval of securities issued since the Company’s listing

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

4.1 Issue of shares to employees under employment contracts

“For the purposes of ASX Listing Rule 7.4 and all other purposes, approval is given to the issue of 568,790 ordinary shares to or on behalf of employees under employment contracts, as detailed in the Explanatory Statement accompanying this Notice of Meeting.”

• 4.2 Issue of options to senior executives and employees under the Executive Long Term Incentive Plan

“For the purposes of ASX Listing Rule 7.4 and all other purposes, approval is given to the issue of 10,510,000 options to acquire ordinary shares to senior executives and employees under the Executive Long Term Incentive Plan, as detailed in the Explanatory Statement accompanying this Notice of Meeting.”

By order of the Board.

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Amanda Gawne Company Secretary 30 September 2008

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolutions 4.1 and 4.2 by a person who participated in the relevant issue and any of their associates.

However, the Company need not disregard a vote if it is cast by:

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

• the Chairman of the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

NOTES

Explanatory Statement

The attached Explanatory Statement forms part of this Notice.

Voting Entitlements

The Board of Austock Group Limited has determined that a member’s voting entitlement at the Meeting will be taken to be the entitlement of the person shown in the register of members as at 7 p.m. on Tuesday, 28 October 2008.

Proxies

• A member entitled to attend the Meeting and vote has a right to appoint a proxy. A proxy form accompanies this Notice of Meeting for this purpose.

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• The proxy need not be a member of Austock.

• Any instrument appointing a proxy in which the name of the appointee is not completed is regarded as given in favour of the Chair of the Meeting.

• The appointment of one or more duly appointed proxies will not preclude a member from attending the Meeting and voting personally. If the member votes on a resolution, the proxy must not vote as the member’s proxy on that resolution.

• Members who are entitled to cast two or more votes may appoint not more than two proxies to attend and vote at the Meeting. Members wishing to appoint a second proxy should request an additional proxy form from the Company’s share registry – Registries Limited. Where two proxies are appointed, both forms should be completed with the nominated proportion or number of votes each proxy may exercise. If no such proportion or number is specified, each proxy may exercise half of the votes.

• Where a member appoints 2 proxies, on a show of hands neither proxy may vote if more than one proxy attends and on a poll each proxy may only exercise votes in respect of those shares or voting rights the proxy represents.

• Proxy forms must be signed by a member or the member’s attorney or, if the member is a corporation, must be signed in accordance with section 127 of the Corporations Act or signed by its authorised attorney or officer. If the proxy form is signed by a person who is not the registered holder of Shares (eg an attorney), then the relevant authority or certified copy (eg, in the case of proxy forms signed by an attorney, the power of attorney or a certified copy of the power of attorney) must either have been exhibited previously to Austock or be enclosed with the proxy form.

• To be effective, proxy forms must be received by the Company at its registered office or deposited at or faxed to:

AUSTOCK GROUP LIMITED share registry at:

Registries Limited

GPO Box 3993, Sydney, NSW, 2001

Fax: (02) 9279 0664

no later than 48 hours prior to the Meeting (being Tuesday, 28 October 2008 at 9.00 a.m.)

• If a body corporate is appointed as proxy, please write the full name of that body corporate (eg, Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:

  • a) appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth); and

  • b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

If no such evidence is received before the Meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

Body corporate representatives

• A corporation, by resolution of its directors, may authorise a person to act as its representative to vote at the Meeting.

• A representative appointed by a corporation may be entitled to execute the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of Austock.

• To evidence the authorisation, either a certificate of corporate body representative executed under the common seal of the corporation or under the hand of its attorney or an equivalent document evidencing the appointment will be required.

• The certificate or equivalent document must be produced prior to the Meeting.

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EXPLANATORY STATEMENT

Introduction

The purpose of this Explanatory Statement (which is included in and forms part of this Notice of Annual General Meeting) is to provide shareholders with an explanation of the matters to be considered at the Annual General Meeting on Thursday, 30 October 2008.

Item 1: Financial Reports

The Company’s 2008 Annual Report, which includes the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2008, is available on the Company’s website at www.austock.com (under About Us / Investor Relations / Annual Reports). A copy has been been forwarded to all shareholders who elected to receive it.

A presentation will be given by the Managing Director, Mr Tim Boyle and Chief Financial Officer, Mr Matthew Walsh. Shareholders will be given a reasonable opportunity as a whole to ask questions about or make comments on the management of the Company. The Company’s auditor, KPMG will also attend the meeting and will be available to answer questions relevant to the conduct of the audit and the preparation and content of the Auditor’s Report.

Item 2: Adoption of Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report, which is set out on pages 21-25 of the 2008 Annual Report.

The resolution to adopt the Remuneration Report is advisory only and does not bind the Directors or the Company, pursuant to section 250R of the Corporations Act 2001 (Cth). Nevertheless, the discussion on this resolution and the outcome of the vote will be taken into consideration by the Board when considering the remuneration arrangements of the Company in the future.

Item 3: Election and Re-Election of Directors

Mr Chris Sadler Independent Non-Executive Director

Rule 11.1(c) of the Company’s Constitution requires that Directors appointed by the Board hold office until the next annual general meeting, at which they will be eligible for election. Mr Chris Sadler, who was appointed a Non-Executive Director on 18 January 2008, ceases to hold office and, being eligible, offers himself for election in accordance with 11.1(c) of the Constitution.

Experience

Chris has over 20 years experience in international investment banking. Chris was formerly the managing director of Deutsche Bank – Corporate Finance and has also worked for other leading investment banks, including JP Morgan, Citigroup, SG Warburg and Salomon Brothers. He has an extensive track record of leading major mergers and acquisitions and corporate restructurings including equity and debt financing. Chris is also a director of Austock Securities Limited. Externally, he is a director of Mitre 10 Australia Limited, Allomak Limited and Gloucester Coal Ltd, as well as Chairman of Alpha Asia Pacific Foundation and a director on the Alpha International Board in London.

Special responsibilities

Chris is a Member of the Audit Committee.

The Directors of the Company (other than Mr Sadler) unanimously recommend that you vote in favour of this resolution.

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Mr Vic Cottren Independent Non-Executive Director

Mr Vic Cottren retires by rotation in accordance with Rule 11.1(d) of the Constitution and, being eligible, offers himself for re-election.

Experience

Vic was appointed a Non-Executive Director of the Company on 29 April 1999. Vic has over 50 years of industry experience, with an extensive background in share broking, financial planning, life insurance, superannuation and investment management gained with AMP, Australian Eagle Insurance Company, Norwich Union, The Investors Life Group and National Australia Bank. Vic held various senior posts including chief executive and director within these companies and their subsidiaries.

Since 1995, Vic has worked as a consultant to financial services companies in relation to investment, superannuation and financial planning. Within the Group, Vic is also a director of Austock Life and Acting Chairman of Austock’s property companies. Externally, he is chairman of Pilgrim Capital Ltd and Patriot Asset Management Ltd.

Special responsibilities

Vic is Chairman of the Audit Committee and a Member of the Remuneration and Nomination Committee.

The Directors of the Company (other than Mr Cottren) unanimously recommend that you vote in favour of this resolution.

Item 4: Approval of issue of securities

Rule 7.1 of the ASX Listing Rules (“ Listing Rules ”) restricts listed companies from issuing more than 15% of their capital in a 12 month period without shareholder approval. Because the Company listed on the Australian Securities Exchange on 11 December 2007, the 12 month period commences from this date. The Company has not exceeded the 15% threshold.

Listing Rule 7.4 allows the shareholders of a listed company to subsequently ratify an issue of securities made without approval for the purpose of Listing Rule 7.1 described above.

If each resolution in item 4 is passed, the securities the subject of each issue will not be counted towards the 15% limit. The effect of these resolutions is to refresh the Company’s capacity to issue additional securities without the need to seek further shareholder approval. This gives the Company greater flexibility when seeking to raise further capital.

Details of securities issued

Listing Rule 7.5 requires the following information about each issue to be included in this Notice of Annual General Meeting:

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	Resolution 4.1	Resolution 4.2
Date of Issueand Allotment	21 December 2007 and 29 May 2008	17 May 2008, 30 June 2008 and 10September 2008
Type of Security	Ordinary shares	Options to acquire ordinary shares
Number Issued	100,000 on 21 December 2007468,790 on 29 May 2008(total 568,790)	5,350,000 on 17 May 2008500,000 on 30 June 20084,660,000 on 10 September 2008(total 10,510,000)
Price Payableon Issue / Grant	$0.00	$0.00
Terms	The key terms of each grant are thesame.The shares were issued to certainemployees (or on behalf of theemployee to an associate theynominated for that purpose) as acomponent of their remunerationpackage, pursuant to employmentcontracts.The number of shares issued wasdetermined by reference to the price atwhich new shares were offered in theCompany’s initial public offering or avolume weighted average priceimmediately after commencement ofthe employee’s employment with theCompany.The shares issued rank equally withexisting ordinary shares on issue,subject to escrow conditions (theperiod of which ranges from immediatevesting to 4 years after the date ofissue).	The terms of each grant are the same.The options were granted under theExecutive Long Term Incentive Plan.The options will vest on a date shortlyafter the release of the Company’sfinancial results for the financial yearending 30 June 2010, subject to thesatisfaction of service andperformance conditions.The options expire at the conclusion ofthe 4 week period commencing 3business days after the announcementof the Company’s financial results forthe financial year ending 30 June2012.The option exercise price is $0.7131.
Allottees	The employees in respect of whom theshares were issued are:Simon Heggen – 100,000 sharesJamie Green – 280,000 sharesScott Young – 115,207 sharesElla Hamilton – 5,714 sharesJustin Williams – 51,428 sharesAndrew Young – 16,441 shares	47 senior executives and employees
Intended Use ofFunds	N/A	N/A

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The total number of securities to which the resolutions in item 4 relate (assuming the vesting and performance conditions attaching to all the options are satisfied and all options are exercised) equated to approximately 9.25% of the quoted share capital of the Company immediately after the grant of options on 10 September 2008.

In accordance with the Listing Rules, those persons who have received securities under the issues for which approval is sought under resolutions 4.1 and 4.2 and their associates are excluded from voting on the resolutions. Please refer to the voting exclusion statement in this Notice of Meeting.

The Directors of the Company unanimously recommend that you vote in favour of the resolutions in item 4.

Dated: 30 September 2008.

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