GENERATION DEVELOPMENT GROUP LIMITED — Proxy Solicitation & Information Statement 2008

Jun 17, 2008

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting ( Meeting ) of Austock Group Limited ( Austock or Company ) will be held on Friday, 18 July 2008 at 9.30 a.m. at Level 1, 350 Collins Street, Melbourne VIC 3000.

A video-conference link will be provided to Austock’s Sydney office located at Level 9, 56 Pitt Street, Sydney NSW 2000.

Business

Resolution - Grant of Options to Managing Director

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

“That approval be given under ASX Listing Rule 10.14 for the issue of not more than 2,400,000 options to acquire ordinary shares in the Company ( Options ), and for the issue of not more than 2,400,000 ordinary shares in the Company on the exercise of such Options, to the Managing Director of the Company, Mr Tim Boyle, in accordance with the Austock Executive Long Term Incentive Plan and on the terms summarised in the Explanatory Notes to the Notice of General Meeting.”

By order of the Board.

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Amanda Gawne Company Secretary 16 June 2008

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this Resolution by any director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and 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.

Notice of General Meeting

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Voting

Voting entitlements

The Board of Austock Group Limited ( Board ) has determined that a shareholder’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 Wednesday, 16 July 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.

• 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.

• 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 any 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.

• 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 under hand of its attorney or duly authorised 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 (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

PO Box R67 Royal Exchange, Sydney, NSW, 1223

Fax: (02) 9279 0664

no later than 48 hours prior to the meeting.

• 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.

Notice of General Meeting

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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.

Notice of General Meeting

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Explanatory Notes

These Explanatory Notes form part of, and should be read with, the Notice of Meeting.

Resolution - Grant of Options to Managing Director

ASX Listing Rule 10.14 permits a director of the Company to be issued securities under an employee incentive scheme if shareholder approval is obtained.

The Resolution seeks shareholder approval for the issue of Options, and the issue of ordinary shares in the Company ( Shares ) on the exercise of such Options, to the Company’s Managing Director, Mr Tim Boyle, pursuant to the Austock Executive Long Term Incentive Plan and otherwise on the terms and conditions set out in this Notice of Meeting.

Remuneration policy

The Company’s remuneration policy is designed to attract and retain high calibre executives (recognising the competitive market for talent), as well as to align executive and shareholder interests through executives’ participation in equity ownership.

Following the Company’s IPO and subsequent listing on the ASX in December 2007, the Board reviewed the Company’s long term incentive arrangements. The Executive Long Term Incentive Plan ( Plan ) was introduced as a result of this review, which provides for the grant of Options on such terms and conditions as the Board determines. Grants to executives, other than Mr Boyle, were made under the Plan during May 2008. It is intended that Mr Boyle will participate in the Plan on the same terms (including the performance conditions which apply, the period over which performance is measured and the exercise price of the Options) as other executives.

The design of the Plan was determined following consultation with independent experts. It is intended to be competitive in the Australian financial services’ sector, and to encourage sustained growth over the longer term. The Board has determined that the total number of Options on issue should not exceed 15% of the Company’s securities on issue (on a fully diluted basis). Following the grant to Mr Boyle, the total number of Options on issue will be equivalent to approximately 8% of total securities on issue.

Shareholder approval is sought for the grant of 2,400,000 Options, and the issue of up to 2,400,000 Shares on the exercise of such Options, to Mr Boyle. If approval is obtained, it is intended that the Options will be issued shortly after the meeting but in any event no later than twelve months after the date of the meeting.

Grant price and exercise price

At the date of grant ( Grant Date ) Options will be issued to Mr Boyle for nil cost and will be subject to an exercise price of $0.7131 (which is the same exercise price as the options granted to other executives in May 2008).

If Mr Boyle satisfies the performance conditions specified below, continues employment with the Company or its subsidiaries, and the Options vest and become exercisable, on the exercise of Options (and payment of the exercise price) Mr Boyle will receive a Share for each Option exercised.

Notice of General Meeting

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Vesting and exercise of Options

In general, vested Options may be exercised at any time between vesting until the end of the trading window following the fourth anniversary of the Grant Date, after which time the Options will lapse. That is, following vesting, Mr Boyle has approximately 2 years in which to exercise his Options.

For this grant, Options will vest (subject to performance conditions and continued employment with the Company) on a date shortly after the release of the Company’s financial results for the financial year ending 30 June 2010. Vested Options will need to be exercised by the end of the trading window immediately following announcement of the Company’s financial results for the financial year ending 30 June 2012.

Rights attaching to Options

Options cannot be traded without consent of the Board. Options will not attract dividends or voting rights.

Performance conditions

As with grants to the other executives, the grant of Options to Mr Boyle will be split into two equal tranches, with each tranche subject to separate performance conditions, as follows:

• EPS Grant: 1,200,000 Options will be subject to a cumulative Earning Per Share ( EPS ) hurdle; and

• TSR Grant: 1,200,000 Options will be subject to a relative Total Shareholder Return ( TSR ) hurdle.

Performance will be measured over the performance period applicable to EPS/TSR Grant (as described below). The Board intends that future grants of Options will be subject to a 3 year performance period, however, due to delays in finalising the terms of the Plan, the performance period for the 2008 Option grant is less than 3 years.

To the extent that any Options remain unvested at the end of the performance period, then at its discretion the Board may allow re-testing one year later on a single annual re-test date if the Board determines that retesting is appropriate. If the Board determines to allow a re-test opportunity, the re-test will take into account performance from the start of the original performance period until the 1st anniversary of the end of the performance period. If at the re-test date there has been an improvement in performance over the original performance period, unvested Options may vest and become exercisable. Any Options that do not vest once performance has been re-tested will lapse. If the Board determines that no re-testing will occur, then any unvested Options will lapse at that time.

EPS hurdle

The performance condition for the EPS Grant is determined by reference to cumulative diluted EPS performance over the 2 year performance period 1 July 2008 until 30 June 2010 measured against a specified EPS growth target.

Diluted EPS is defined as net profit after tax divided by the weighted average number of ordinary shares and options on issue. The diluted EPS figure disclosed in the statutory accounts will generally be used, with Board discretion to adjust for significant items or other items which are non-trading in nature.

The proportion of the EPS Grant that vests will be determined based on Austock’s cumulative EPS over the 2 year performance period. Based on the cumulative EPS achieved, the average growth in EPS per annum from the base year (i.e. the financial year ending 30 June 2008) will be calculated to determine the level of vesting as summarised in the following table:

Notice of General Meeting

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Austock’s average Annual EPS	Options (subject to EPS performance
growth (%) over 2 year performance	conditions) that become exercisable (%)
period
Less that 6%	0%
At 6%	50%
Between 6% and 10%	Pro-rata vesting between 50% and 100%
At or above 10%	100%

Diluted EPS for FY07 was 9.88 cents per share.

TSR hurdle

TSR measures the growth in the price of shares plus cash distributions (e.g. dividends) notionally reinvested in shares. The portion of the TSR Grant that vests will be determined based on Austock’s TSR relative to the TSR of 50 companies above and 50 company’s below Austock’s market capitalisation as at 17 May 2008 (being the date of grant of the options to other executives) measured over the period to 30 June 2010.

The Board has discretion to substitute replacement companies in the comparator group should any of the group de-list, merge with another company or be taken over during the Performance Period.

TSR for Austock and the companies in the comparator group will be calculated as follows:

• TSR will be measured over the performance period and calculated to three decimal places;

• for the purposes of this measurement, each company’s share price will be averaged over the 20 trading days preceding both the start (ie 17 May 2008) and end (ie 30 June 2010) of the performance period, unless the Board determines to apply a different averaging period if circumstances exist that should result in a more appropriate averaging period being used;

• dividends paid on the Shares and other distributions will be assumed to have been reinvested on the ex-dividend date;

• tax and any franking credits (or equivalent) will be ignored.

Vesting will occur as summarised in the following table:

TSR of Austock relative to	Options (subject to TSR performance
comparator group over 2 year	condition) that become exercisable (%)
performance period
Below the 51st percentile	0%
At or above the 51st percentile	100%

The Board considers that the vesting schedule to be appropriately challenging, given that Austock’s TSR must be at or above the 51[st] percentile before Mr Boyle will have the potential for any gain. The Board therefore considers the above vesting schedule to be appropriate for this grant.

Other events affecting vesting – cessation of employment, takeovers and mergers

If the Managing Director ceases employment during the performance period due to death, bona fide redundancy, disablements (including illness or total or permanent disability) or other circumstances approved by the Board, vested Options may be exercised within 12 months of cessation of employment unless the

Notice of General Meeting

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Board determines a longer period. Any unvested Options not exercised at the end of this period will lapse (unless the Board uses its discretion to determine otherwise). If the Board uses its discretion to determine that some or all the unvested Options can vest they will have regard to:

• the elapsed performance period as at the date of cessation; and/or

• the extent to which the performance conditions have been satisfied as at the date of cessation, as determined by the Board.

Where the Managing Director ceases employment in other circumstances, unvested Options will lapse and any vested Options must be exercised (and the exercise price paid) within 2 months of cessation or such longer period as the Board determines. In addition, if the Managing Director is terminated for fraudulent or dishonest actions, vested Options may also lapse.

In the event of a takeover, merger, scheme of arrangement or similar transaction, the Board will determine in its discretion whether, when and to what extent the vesting of Options will occur.

Other information

It is envisaged that further grants will be made annually under the Plan to the Managing Director and other key executives. Any necessary shareholder approvals in relation to further grants to Mr Boyle will be sought as and when required.

No other directors are eligible to participate in the Plan.

The rules of the Plan contain provisions that address the impact of changes in capital structure following rights issues, bonus issues or other reconstructions of capital so as to ensure that no advantage or disadvantage accrues to Mr Boyle as a result of such corporate actions.

The directors (with Mr Boyle abstaining) recommend that shareholders vote in favour of the resolution.

Notice of General Meeting

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