GLG CORP LTD — AGM Information 2009

Nov 12, 2009

GLG CORP LTD ABN 98 116 632 958

NOTICE OF ANNUAL GENERAL MEETING including EXPLANATORY STATEMENT and PROXY FORM

DATE AND TIME OF MEETING

Monday 30[th] November 2009 at 10:30am Level 5, 56 Pitt Street Sydney NSW 2000

3141818..01 DQS AHY

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GLG CORP LTD A.C.N 116 632 958

Notice of Annual General Meeting and Explanatory Memorandum

Notice is hereby given that the Annual General Meeting of the Company will be held on Monday 30th November 2009 at 10:30am (AEST) at Level 5, 56 Pitt Street Sydney NSW 2000.

The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting.

AGENDA

Business

Accounts and Reports

To receive the Financial Report of the Company for the financial year ended 30 June 2009 and the reports of the Directors and Auditors thereon.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Section 250R(2) of the Corporations Act, the Remuneration Report as contained in the Directors Report for the year ended 30 June 2009 be adopted.”

Resolution 2 – Re-Election of Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“In accordance with the Constitution of the Company, Mr Christopher Chong Meng Tak retires by rotation and, being eligible, offers himself for re-election as a director of GLG Corp Ltd”.

Resolution 3 – Re-Election of Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“In accordance with the Constitution of the Company, Mr Ernest Seow Teng Peng retires by rotation and, being eligible, offers himself for re-election as a director of GLG Corp Ltd”.

DATED THIS 19[th] October 2009

BY ORDER OF THE BOARD

SHANE HARTWIG COMPANY SECRETARY

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GLG CORP LTD A.C.N 116 632 958

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice of Meeting convening the Annual General Meeting (“the Meeting”) of shareholders of GLG Corp Ltd ("GLG" or the "Company") to be held on Monday 30[th] November 2009 at 10:30 (AEST). This Memorandum is to be read in conjunction with the Notice of Meeting.

1. Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires a listed company, at its Annual General Meeting, to adopt the Remuneration Report of the Company. The Remuneration Report of GLG as required by section 300A of the Corporations Act is contained in the Directors Report for the year ended 30 June 2009.

Amendments to the Corporations Act in June 2004 introduced, amongst other things, expanded director and executive remuneration disclosure requirements and a requirement for a listed company to submit a remuneration report to shareholders for a non-binding vote.

As stated above, this resolution is non binding on the Company. If this resolution is not approved, the directors may:

1. Accept or partially accept the vote, which may mean a review of the remuneration policies and packages of the Company; or

2. Not accept the vote and explain why it believes the remuneration policies and packages are appropriate.

It is the director’s responsibility to formulate and set the Company’s remuneration policies and packages. This resolution is intended to attract active shareholder consideration of the remuneration policies and packages of the Company and encourage shareholders to ask questions should they desire.

Resolution 1 is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by Shareholders entitled to vote on it.

2. Resolution 2 – Re - Election of Director

Re-election of Christopher Chong Meng Tak as Director

Mr Chong joined the board as a Director of GLG on 12 October 2005 and is a member of the Audit Committee.

Mr Chong is a partner of ACH Investments Pte Ltd, a specialist corporate advisory firm in Singapore, and, an Associate of Shadforths Limited, a leading financial firm in Tasmania, Australia. Prior to co-founding ACH Investments Pte Ltd, Mr Chong was a multi-award winning equity analyst and the Managing Director of HSBC James Capel Securities (Singapore) Pte Ltd, (now known as HSBC Securities (Singapore) Pte Ltd), a member of the Hong Kong Bank Group of companies. Mr Chong is an independent director of several public companies listed on the Australian, Singapore and Luxembourg Stock Exchanges. Mr Chong is also a Director and/or advisor to many private companies and to many Asian families and the judicial branch of the Singapore government.

Mr Chong has extensive Asia Pacific experience having previously also been an advisor to listed companies on the Exchange of Hong Kong, Jakarta (Indonesia), Kuala Lumpur (Malaysia), Makati (Philippines) and Bangkok (Thailand). Mr Chong is a Fellow of the Australia Institute of Company Directors, a Fellow of the Singapore Institute of Directors and a Master Stockbroker of the Securities and Derivatives Industry Association of Australia.

Mr Chong has received a B.Sc. (Economics) from the University College of Wales, an MBA from London Business School and is a member of the Institute of Chartered Accountants of Scotland.

Resolution 2 seeks to confirm the re-election of Mr Chong as a Director of the Company.

The Board supports the re-election of Mr Christopher Chong Meng Tak.

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GLG CORP LTD A.C.N 116 632 958

3. Resolution 3 – Re - Election of Director

Re-election of Mr Ernest Seow Teng Peng as Director

Mr Seow joined the board as an Independent Director of GLG on 12 October 2005 and is the Chairman of the Audit Committee and a member of the Nomination and Remuneration Committee.

Mr Seow has over 40 years of experience in the public accounting profession and served as a partner of international public accounting firms for about 26 years. He retired as a partner of PricewaterhouseCoopers in June 2004.

He functioned as the audit engagement partner for a considerable number of public listed companies in Singapore and is familiar with requirements of listed companies, corporate governance, setting up internal controls, restructuring and financial matters. He has also been involved in listing a number of companies on the Singapore Stock Exchange.

Mr Seow is currently an independent director of 2 listed companies in Singapore and SSH Corporation Limited.

Mr Seow is a fellow of CPA Australia, and an Associate member of the Institute of Chartered Accountants in Australia and CPA Singapore.

Resolution 3 seeks to confirm the re-election of Mr Seow as a Director of the Company.

The Board supports the re-election of Mr Ernest Seow Teng Peng.

4. Registered Holders

The Directors have determined that for the purpose of voting at the Annual General Meeting, shares in the Company will be taken to be held by the registered holders at 7pm AEST on Saturday 28[th] November 2009.

5. Proxies

A shareholder who is entitled to vote at the Annual General Meeting has a right to appoint a proxy and should use the Proxy Form with this Notice. The proxy need not be a shareholder of the Company.

A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, section 249X(3) of the Corporations Act will take effect so that each proxy may exercise half of the votes.

The Proxy Form must be signed and dated by the shareholder or the shareholder's attorney. Proxy Forms and the original or a certified copy of the power of attorney (if any) must be either lodged at the share registry of the Company, Link Market Services Limited at Level 12, 680 George Street or received by facsimile on +612 9287 0309 by 10:30am AEST on Saturday 28[th] November 2009.

6. 2009 Annual Report

Copies of the Company’s 2009 Annual Report for the financial year ending 30 June 2009 (“Annual Report”) comprising the Annual Financial Reports, Directors’ Report and Auditor’s Report of the Company and the Company’s controlled entities will be distributed to those shareholders requesting a physical copy of these documents. The Company’s Annual Report is able to be viewed at the Company’s website at www.glgcorpltd.com.au.

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GLG CORP LTD A.C.N 116 632 958

7. Enquiries

Shareholders are invited to contact the Company Secretary on (02) 8823 3152 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

Annual General Meeting means the meeting convened by the Notice.

ASX means ASX Limited.

Board means the board of directors of the Company.

Company and GLG means GLG Corp Ltd (ABN 98 116 632 958).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum incorporated in this Notice.

Notice means the Notice of Meeting together with the Explanatory Memorandum.

Proxy Form means the proxy form for the Annual General Meeting accompanying this Notice.

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