HARRIS TECHNOLOGY GROUP LIMITED — Annual Report 2003

Apr 13, 2003

The Swish Group Limited ABN 93 085 545 973

Level 6 257 Collins Street Melbourne Victoria 3000 Australia [T] 613 9662 1233 [F] 61396621942

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MR JOHN SMITH FLAT 123 123 SAMPLE STREET SAMPLEVILLE VIC 3030 000001

SWGRM

14 April 2003

Dear Shareholder

I am pleased to enclose the Company's Annual Report for the year ended 30 June 2002, Notice of Extraordinary General Meeting and accompanying Explanatory Memorandum for your consideration. The Extraordinary General Meeting of the Company is to be held at 10.00 am on Wednesday 14 May 2003 at the Company's offices, Level 6, 257 Collins Street, Melbourne. At the Extraordinary General Meeting, the financial statements for the Company for the vear ended 30 June 2002 will be tabled and shareholders will be given the opportunity to raise any issues or ask any questions concerning the financial statements or the business operations of the Company. In addition, shareholders will be asked to consider the following proposals:

Ordinary business

Resolution 1

The re-election of Mr. M. Gardiner as a director

Resolution 2

The re-election of Mr. P. Crafter as a director

Resolution 3

Approval for the issue of 70,000,000 fully paid ordinary Shares to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. C. Stynes and Mr. P. Crafter).

Resolution 4

Approval for the issue of 10,000,000 fully paid ordinary Shares to the Administrators of The Swish Group Limited.

Resolution 5

Approval for the future issue of up to 166,666,667 fully paid ordinary Shares to Media Entertainment (a company associated with Executive Directors Mr. C. Stynes and Mr. P. Crafter) on conversion of Convertible Notes held by that company.

Resolution 6

Approval for the Board to issue up to 100,000,000 fully paid ordinary Shares in the Company by 14 August 2003.

Enclosed with this letter are:

• $\ddagger$ Annual Report for the financial year ended 30 June 2002;
• $\overline{2}$ Notice of Extraordinary General Meeting;
• $\overline{3}$ Explanatory Memorandum for shareholders in relation to the proposals to be put before shareholders; and
• $\Lambda$ Proxy Form.

Shareholders are asked to consider this material in full before drawing any conclusions or determining how they will vote at the Extraordinary General Meeting. It is recommended that Shareholders consider the resolutions to be put to them in light of the details (in particular the accounts) contained in the Annual Report.

Except for those resolutions in which individual Directors have an interest (refer to Voting Exclusion Statements contained in the Notice of Extraordinary General Meeting), your Directors strongly recommend that you vote in favour of all resolutions. In regard to those resolutions in which a particular Director has an interest in the outcome, that Director has abstained from making a recommendation on those resolutions.

If you are unable to attend the Extraordinary General Meeting, you are strongly urged to complete the attached Proxy Form and return it by facsimile or mail (to be received no later than 10.00 am on 12 May 2003) to:

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide SA 5001

Facsimile number +61 (08) 8236 2305

Yours faithfully

Cary P. Stynes Managing Director

THIS IS AN IMPORTANT DOCUMENT

AND REQUIRES YOUR ATTENTION

If you are in doubt as to how to deal with it, please consult your financial or other professional adviser.

THE SWISH GROUP LIMITED ACN 085 545 973

(Subject to Deed Of Company Arrangement)

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM

Notice is given that an Extraordinary General Meeting of The Swish Group Limited will be held at the Company's offices, Level 6, 257 Collins Street, Melbourne, Victoria on Wednesday 14 May 2003, commencing at 10.00am.

CONTENTS PAGE

	Page
Letter To Shareholders Time And Place Of Meeting And How To Vote Notice Of Extraordinary General Meeting Explanatory Memorandum	6 11

Proxy Form

This is an important document. Please read it carefully.

If you are unable to attend the Extraordinary General
Meeting, please complete the proxy form and return it in
accordance with the instructions set out in that form.

LETTER TO SHAREHOLDERS

14 April 2003

Dear Shareholder

On 31 October 2002, the Directors of The Swish Group Limited ("Swish Group" or "the Company") appointed David Neil Lockwood and Laurence Fitzgerald of Sims Lockwood (now Horwath) as Administrators of the Company pursuant to Section 436A of the Corporations Act. The appointment was made following the Company's securities being suspended from trading on the official list of the Australian Stock Exchange Limited ("ASX").

On 23 December 2002 the Administrators entered into a contract of sale for certain of the business and assets of the Company with Murphy Family Nominees Pty Ltd. Settlement of that transaction occurred on 10 January 2003

On 14 January 2003 the Administrators entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter) ("Media Entertainment"). The terms of the agreement with Media Entertainment, which provide for Media Entertainment to restructure and recapitalise the Company, are set out in the Deed of Company Arrangement, a summary of which is set out in the attached Explanatory Memorandum.

The Deed of Company Arrangement provides that, subject to certain conditions being met, the sum of \$170,000 and 10,000,000 Shares in the Company will be made available to creditors and employees and to meet the costs of the Administration. In addition, Media Entertainment has agreed to provide further funding to the Company to facilitate the reinstatement of quotation of the securities of the Company on ASX and to fund its ongoing operations.

The Agreement with Media Entertainment as embodied in the Deed of Company Arrangement requires members, at the Extraordinary General Meeting, to vote in favour of the following resolutions all of which are interdependent:

• Re-election of Mr. Martin Gardiner and Mr. Peter Crafter as Directors of the Company. $\blacksquare$
• The issue and allotment of 70,000,000 fully paid ordinary Shares to Media Entertainment (a Company $\blacksquare$ associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter) at \$0,003 (0.3 cents) per Share:
• $\blacksquare$ The issue and allotment of 10,000,000 fully paid ordinary Shares to the Administrators to be distributed to existing creditors and employees of the Company;
• Approval for the issue and allotment of up to 166,666,667 fully paid ordinary Shares to Media Entertainment on conversion of the convertible note provided by Media Entertainment to the Company of \$500,000, that sum to be drawn down on agreed terms and as required by the Company. The facility is secured by way of a fixed and floating charge over the business and assets of the Company. The loan is convertible into fully paid ordinary Shares in the Company at \$0.003 (0.3 cents) per Share for a period of 12 months from the date of the Extraordinary General Meeting; and
• Any other approvals required to give effect to the objects of the Deed of Company Arrangement or as required by the ASX or ASIC.

The Agreement with Media Entertainment is subject to Shareholder approval to be sought at the Extraordinary General Meeting. The passing of the resolutions proposed, which are included in the attached Notice of Extraordinary General Meeting, will enable the Company to satisfy the terms of the Deed of Company Arrangement.

If the above resolutions are passed and the proposed restructuring and recapitalisation completed, the Company will immediately seek the reinstatement of the quotation of its securities on the ASX. The Deed of Company Arrangement is conditional upon the reinstatement of quotation of the Company's securities on ASX. On satisfaction of the precondition of reinstatement of quotation of the Company's securities, the Deed of Company Arrangement provides for a payment to the Administrators, within five business days of such reinstatement, of \$170,000 and the issue to the Administrators to be distributed to existing creditors and employees of 10,000,000 Shares in the Company.

The Notice of Extraordinary General Meeting comprises the ordinary business of the Company of receiving the financial report of the Company for the year ended 30 June 2002, the election of Directors and the special business of the interdependent recapitalisation proposal.

Attached to the Notice of Extraordinary General Meeting is the Company's Annual Report for the year ended 30 June 2002 for your consideration.

The Extraordinary General Meeting of the Company is to be held at 10.00 am on Wednesday 14 May 2003 at the Company's offices, Level 6, 257 Collins Street, Melbourne,

At the Extraordinary General Meeting, the financial statements for the Company for the year ended 30 June 2002 will be tabled and Shareholders will be given the opportunity to raise any issues or ask any questions concerning the financial statements or the business operations of the Company. In addition, Shareholders will be asked to consider the following proposals:

Chapter 1 Ordinary business

Resolution 1

The re-election of Mr. M. Gardiner as a director

Resolution 2

The re-election of Mr. P. Crafter as a director

Resolution 3

Approval for the issue of 70,000,000 fully paid ordinary Shares to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. C. Stynes and Mr. P. Crafter).

Resolution 4

Approval for the issue of 10,000,000 fully paid ordinary Shares to the Administrators of The Swish Group Limited.

Resolution 5

Approval for the future issue of up to 166,666,667 fully paid ordinary Shares to Media Entertainment (a company associated with Executive Directors Mr. C. Stynes and Mr. P. Crafter) on conversion of Convertible Notes held by that company.

Resolution 6

Approval for the Board to issue up to 100,000,000 fully paid ordinary Shares in the Company by 14 August 2003.

Enclosed with this letter are:

• $\ddagger$ Annual Report for the financial year ended 30 June 2002;
• $\overline{2}$ Notice of Extraordinary General Meeting;
• $\overline{3}$ Explanatory Memorandum for Shareholders in relation to the proposals to be put before Shareholders: and
• 4 Proxy Form.

Shareholders are asked to consider this material in full before drawing any conclusions or determining how they will vote at the Extraordinary General Meeting. It is recommended that Shareholders consider the resolutions to be put to them in light of the details (in particular the accounts) contained in the Annual Report.

Except for those resolutions in which individual Directors have an interest (refer to Voting Exclusion Statements contained in the Notice of Extraordinary General Meeting), your Directors strongly recommend that you vote in favour of all resolutions. In regard to those resolutions in which a particular Director has an interest in the outcome, that Director has abstained from making a recommendation on those resolutions.

If you are unable to attend the Extraordinary General Meeting, you are strongly urged to complete the attached Proxy Form and return it by facsimile or mail (to be received no later than 10.00 am on 12 May 2003 to:

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide SA 5001

Facsimile number +61 (08) 8236 2305

The Administrators are not responsible for the contents of this Notice of Extraordinary General Meeting, the financial report of the Company for the year ended 30 June 2002 and the reports by the Directors and Independent Auditor or the Explanatory Memorandum. The Administrators do not accept any responsibility for any disclosure in or failure to include any disclosure in those documents.

In the opinion of the Directors the Deed of Company Arrangement is in the best interests of creditors and therefore the recapitalisation proposal should be accepted by Shareholders by voting in favour of the resolutions. In the event that all of the resolutions are not passed, the terms of the Deed of Company Arrangement provide that the Company will be placed into liquidation.

Yours faithfully

Cary P. Stynes Managing Director

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Extraordinary General Meeting of the Shareholders of The Swish Group Limited (subject to Deed of Company Arrangement) will be held at:

Level 6 257 Collins Street MELBOURNE VIC 3000

Commencing 10am (AEST) on Wednesday 14 May 2003

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and time and at the place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Extraordinary General Meeting as soon as possible and return it by facsimile or mail to:

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide SA 5001

Facsimile number +61 (08) 8236 2305

so that it is received not later than 10am (AEST) on 10.00 am on Monday 12 May 2003.

Your proxy form is enclosed.

THE SWISH GROUP LIMITED ABN 93 085 545 973 (Subject to Deed Of Company Arrangement)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of the Members of The Swish Group Limited ("Company") will be held at the Company's offices, Level 6, 257 Collins Street, Melbourne on Wednesday 14 May 2003 at 10.00am.

AGENDA

The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes the matters to be considered as ordinary business and special business.

A ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the financial reports of the Company for the year ended 30 June 2002 and the reports of the Directors and Auditors.

The Corporations Act 2001 and the Company's Constitution do not require that a vote of the Members be taken on the financial reports, or the reports of the Directors or Auditors. However Members will be provided with the opportunity to raise any issues with, or ask questions of, the Directors or Auditor in relation to the reports or the business and operations of the Company at the Meeting.

Resolution 1 - Re-election as a Director

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

"That, subject to the approval by the Members of Resolutions 2, 3, 4, 5 and 6, having been appointed during the year and retired pursuant to the Constitution of the Company, Martin Thomas Gardiner, being eligible and having consented to act, be re-elected as a Director of the Company."

Resolution 2 - Re-election as a Director

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

"That, subject to the approval by the Members of Resolutions 1, 3, 4, 5 and 6, having been appointed during the year and retired pursuant to the Constitution of the Company. Peter Kenneth Crafter, being eligible and having consented to act, be re-elected as a Director of the Company.'

В. SPECIAL BUSINESS

Resolution 3 - Allotment and Issue of Shares

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

"That, subject to the approval by the Members of Resolutions 1, 2, 4, 5 and 6, for the purpose of satisfying section 611 item 7 and section 208 of the Corporations Act 2001 and Listing Rule 10.11, approval is given for the issue by the Company to Media Entertainment Pty Ltd (ACN 103 350 750) of 70,000,000 fully paid ordinary Shares at an issue price of 0.3 cents (\$0.003) per Share."

If this issue of Shares is approved under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Resolution 4 - Allotment and Issue of Shares

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

"That, subject to the approval by the Members of Resolutions 1, 2, 3, 5 and 6, pursuant to Listing Rule 7.1 of the Australian Stock Exchange Limited and section 208 of the Corporations Act 2001. approval is given for the issue for no cash consideration by the Company of 10,000,000 fully paid ordinary Shares in the Company to the Administrators of The Swish Group Limited, such Shares to be distributed to creditors and employees of the Company."

Resolution 5 - Approval to Issue Shares on Conversion of Convertible Notes

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

"That, subject to the approval by the Members of Resolutions 1, 2, 3, 4 and 6, in accordance with Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited and section 208 of the Corporations Act 2001, approval is given for the issue by the Company of up to 166,666,667 fully paid ordinary Shares in the Company at \$0.003 (0.3 cents) per Share, to Media Entertainment Pty Ltd (ACN 103 350 750) on conversion of \$500,000 of Convertible Notes held by Media Entertainment Pty Ltd in the Company and that the Company be entitled to issue such Shares at any time within 12 months of the date of the Extraordinary General Meeting of the Company."

If this issue of Shares is approved under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Resolution 6 - Approval for Board to issue further Shares

That, subject to the approval by the Members of Resolutions 1, 2, 3, 4 and 5, pursuant to Listing Rule 7.1 of the Australian Stock Exchange Limited, the Directors be authorised to issue by no later than 14 August 2003, up to 100,000,000 fully paid ordinary Shares in the Company at a minimum issue price equal to 80% of the average market price of the Company's fully paid ordinary Shares over the preceding five days in which sales in those Shares were recorded before the day on which the issue is made, to such sophisticated investors (within the meaning of section 708 of the Corporations Act) as may be selected by the Directors, provided that the issue of securities to those investors does not constitute a related party transaction within the meaning of Chapter 2E of the Corporations Act.

C. GENERAL BUSINESS

To transact any business which may legally be brought forward in accordance with the Constitution.

By Order Of The Board

Cary P. Stynes Managing Director 14 April 2003

NOTES:

• $\ddagger$ . Further details of the resolutions in this Notice of Extraordinary General Meeting are contained in the Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting. The Explanatory Memorandum should be read together with, and forms part of this Notice of Extraordinary General Meeting.
• $2.$ All securities of the Company that are quoted securities at 10.00 am Melbourne time on 12 May 2003 are taken, for the purposes of the above meeting, to be held by the persons who held them at that time. Only those persons will be entitled to vote at the Extraordinary General Meeting on 14 May 2003 or at an adjourned meeting.
• 1. Shareholders unable to attend the meeting can complete the attached Proxy Form and return it to the Company or to the Company's Share Registry at the address or the facsimile numbers indicated in the Proxy Form no less than 48 hours before the time scheduled for the commencement of the meeting.

VOTING IN PERSON

Shareholders who plan to attend the meeting are asked to arrive at the venue 30 minutes prior to the time designated for the meeting, if possible, so that we may check the Shareholding against the Share Register and note attendances.

In order to vote in person at the meeting, a corporation that is a Shareholder may appoint an individual to act as its representative. The appointment must comply with the requirements of Section 250D of the Corporations Act 2001. The representative should bring to the meeting evidence of their appointment, including any authority under which it is signed.

VOTING EXCLUSION STATEMENT - RESOLUTION 1

The Company will disregard any votes cast on Resolution 1 by Mr. Martin Gardiner who is excluded from voting and any associate of that person, except as permitted by the paragraph below headed 'Permitted Exception to Voting Exclusion'.

VOTING EXCLUSION STATEMENT - RESOLUTION 2

The Company will disregard any votes cast on Resolution 2 by Media Entertainment Pty Ltd and Mr. Peter Kenneth Crafter who are excluded from voting and any associate of those persons, except as permitted by the paragraph below headed 'Permitted Exception to Voting Exclusion'.

VOTING EXCLUSION STATEMENT - RESOLUTION 3

The Company will disregard any votes cast on Resolution 3 by Media Entertainment Pty Ltd, Mr. Cary Peter Stynes and Mr. Peter Kenneth Crafter who are excluded from voting and any associate of those persons, except as permitted by the paragraph below headed 'Permitted Exception to Voting Exclusion'.

VOTING EXCLUSION STATEMENT - RESOLUTION 5

The Company will disregard any votes cast on Resolution 5 by Media Entertainment Pty Ltd, Mr. Cary Peter Stynes and Mr. Peter Kenneth Crafter who are excluded from voting and any associate of those persons, except as permitted by the paragraph below headed 'Permitted Exception to Voting Exclusion'.

VOTING EXCLUSION STATEMENT - RESOLUTION 6

The Company will disregard any votes cast on Resolution 6 by sophisticated investors (within the meaning of section 708 of the Corporations Act) who are excluded from voting and any associate of those persons. except as permitted by the paragraph below headed 'Permitted Exception to Voting Exclusion'.

PERMITTED EXCEPTION TO VOTING EXCLUSION STATEMENT

The Company need not disregard a vote if:

• $(a)$ 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
• $(b)$ it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

THE SWISH GROUP LIMITED ACN 085 545 973

EXPLANATORY MEMORANDUM

1. IMPORTANT NOTICE

This Explanatory Memorandum is given to Members in explanation of the resolutions to be considered at the Extraordinary General Meeting on Wednesday 14 May 2003 at 10:00am and to assist Members in determining how they wish to vote on the resolutions. This Explanatory Memorandum should be read in conjunction with, and forms part of the Notice of Meeting, which this Explanatory Memorandum accompanies.

Members should read the full text of this Explanatory Memorandum, as the information contained in individual sections does not create a comprehensive review of the Proposals contemplated in this Explanatory Memorandum.

In considering the resolutions, Shareholders must bear in mind the current financial circumstances of the Company. In this regard. Shareholders should note that the Administrators have prepared separate reports to creditors of the Company in accordance with the Corporations Act. The reports set out in detail the financial position of the Company, the actions and investigations taken by the Administrators, the reasons for the failure of the Company and the Administrators' recommendations for the future of the Company. A copy of these reports can be provided on request.

If the resolutions are passed and the proposed restructuring set out in the recapitalisation proposal is completed, the Company will be in a position to seek the reinstatement of its securities to official quotation on the Australian Stock Exchange Limited. This reinstatement is, of course, subject to the discretion of the Australian Stock Exchange Limited.

If Shareholders reject the proposed restructuring the Deed of Company Arrangement will be terminated, in which case it is likely that there will be no return to Shareholders.

If you are in doubt about the action you should take in relation to the Proposals contemplated in this Explanatory Memorandum, you should consult your financial or other professional adviser immediately.

Words or expressions used in this Explanatory Memorandum are defined in Glossary of Terms set out in Annexure B. Unless otherwise stated, all references to sums of money, \$ and dollars are references to Australian currency.

This Explanatory Memorandum is dated 14 April 2003.

$2.$ OVERVIEW

$2.1$ Background

The Company was incorporated in 1998 and listed on the Australian Stock Exchange Limited in June 1999. Swish Group's principal activities are media, production, technology and graphic and web design. The Company acquired Planet X Group Pty Ltd in June 2002. Planet X Group Pty Ltd is involved in media production, editing, animation, television and cinema advertising production and the development and supply of technologies for the media industry.

$2.2$ Suspension of Trading of Company Shares and Appointment of Administrators

On 31 October 2002, the Directors of Swish Group appointed David Neil Lockwood and Laurence Fitzgerald of Sims Lockwood (now Horwath) as Administrators of the Company pursuant to Section 436A of the Corporations Act. The appointment was made following the Company's

securities being suspended from trading on the official list of the Australian Stock Exchange Limited.

On 23 December 2002 the Administrators entered into a contract of sale for certain of the business and assets of the Company with Murphy Family Nominees Pty Ltd. Settlement of that transaction occurred on 10 January 2003

On 14 January 2003 the Administrators entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter). The terms of the agreement with Media Entertainment Pty Ltd whereby Media Entertainment Pty Ltd will recapitalise the Company are reflected in the Deed of Company Arrangement, a summary of which is set out in the Explanatory Memorandum.

The Deed of Company Arrangement requires that, subject to certain conditions being met, an amount of \$170,000 and the issue of 10,000,000 Shares in the Company will be made available for the satisfaction of creditors and employee claims and to meet the costs of the Administration. In addition, Media Entertainment Pty Ltd proposes to provide further funding to the Company to facilitate the reinstatement of quotation of the securities of the Company on ASX and to fund its ongoing operations. These funds will be raised on the following terms:

• The issue and allotment of 70,000,000 fully paid ordinary Shares to Media Entertainment Pty $\blacksquare$ Ltd at \$0.003 (0.3 cents) per Share;
• The issue and allotment of 10,000,000 fully paid ordinary Shares to the Administrators on behalf of existing creditors and employees of the Company; and
• The issue and allotment of up to 166,666,667 fully paid ordinary Shares pursuant to an equity facility provided to the Company by Media Entertainment Pty Ltd of up to \$500,000, that sum to be drawn down on agreed terms and as required by the Company. The facility is to be provided by way of a convertible loan to the Company and secured by way of a fixed and floating charge over the business and assets of the Company. The loan is convertible into Shares in the Company at \$0.003 (0.3 cents) per Share for a period of up to 12 months.

On 14 January 2003 Mr. Cary Stynes, Mr. Martin Gardiner and Mr. Peter Crafter were appointed to the Board and Mr. Chris Stecki and Mr. Wayne Rankin resigned as Directors of the Company.

The Agreement with Media Entertainment Pty Ltd is subject to Shareholder approval to be sought at this Extraordinary General Meeting. The resolutions proposed will enable the Company to satisfy the terms of the Deed of Company Arrangement, as well as enabling the re-election of the new Directors.

$2.3$ Future of the Company

The Company's intention in the next 12 months is to continue the existing business of Swish Group in the areas of media production, technology and graphic and web design and to develop those businesses, through organic growth and by strategic and complementary acquisition.

$2.4$ Media Entertainment Pty Ltd

Media Entertainment Pty Ltd was incorporated on 10 January 2003 for the purpose of entering into this transaction with the Administrators.

The Directors of Media Entertainment Pty Ltd are Mr. Cary Stynes and Mr. Stephen Layton and the Shareholders of Media Entertainment Pty Ltd are CPS Holdings Pty Ltd (a company associated with Mr. Cary Stynes) (47.5%), Bodie Investments Pty Ltd (47.5%) and Mr. Peter Crafter (5.0%).

Members of Media Entertainment Pty Ltd have significant experience in the media and technology industries and related areas and in the reorganisation, management and recapitalisation of public companies.

$2.5$ Details of Recapitalisation Proposal

A proposal was accepted by the creditors on 23 December 2002 and a Deed of Company Arrangement was executed on 14 January 2003 as detailed in section 2.6 below.

The essential terms of the recapitalisation proposal are as follows:

• The issue and allotment of 70,000,000 fully paid ordinary Shares to Media Entertainment Pty Ltd at \$0.003 (0.3 cents) per Share;
• The issue and allotment of 10,000,000 fully paid ordinary Shares to the Administrators on behalf of creditors and employees; and
• The issue and allotment of up to 166,666,667 fully paid ordinary Shares pursuant to a facility $\blacksquare$ provided to the Company by Media Entertainment Pty Ltd of up to \$500,000, that sum to be drawn down on agreed terms and as required by the Company. The facility is to be provided by way of a convertible loan to the Company and secured by way of a fixed and floating charge over the Company. The loan is convertible into Shares in the Company at \$0,003 (0.3) cents) per Share for a period of 12 months from the date of the Extraordinary General Meeting.

$2.6$ Details of Deed of Company Arrangement

The Deed of Company Arrangement has been entered into by the Company, Media Entertainment and the Administrators. The Deed of Company Arrangement was executed on 14 January 2003 following the approval of creditors on 23 December 2002. The Deed of Company Arrangement incorporates the terms of the recapitalisation proposal and includes the following essential terms.

• $\ddot{\phantom{0}}$ The issue and allotment of 70,000,000 fully paid ordinary Shares to Media Entertainment Pty Ltd at \$0.003 (0.3 cents) per Share;
• $\blacksquare$ The issue and allotment of 10,000,000 fully paid ordinary Shares to the Administrators on behalf of creditors and employees;
• The issue and allotment of up to 166,666,667 Shares pursuant to an equity facility provided to $\blacksquare$ the Company by Media Entertainment Pty Ltd of up to \$500,000, that sum to be drawn down on agreed terms and as required by the Company. The facility is to be provided by way of a convertible loan to the Company and secured by way of a fixed and floating charge over the Company. The loan is convertible into Shares in the Company at \$0.003 (0.3 cents) per Share for a period of 12 months from the date of the Extraordinary General Meeting; and
• The payment by Media Entertainment of \$170,000 to the Administrators within five business days of the successful reinstatement of quotation of the securities of the Company on ASX for the purpose of settling creditor and employee claims against the Company.

$2.7$ Conclusion

The resolutions set out in the Notice of Meeting are important and affect the future of Swish Group. Shareholders are therefore urged to give careful consideration to the Notice of Meeting and the contents of this Explanatory Memorandum.

3. SUMMARY OF PROPOSALS

$3.1$ Resolutions 1 to 2

Resolutions 1 and 2 relate to the re-election of directors of the Company as required in accordance with the Constitution of the Company. Further details of these resolutions are set out below in the Detail of Proposals provisions of this Explanatory Memorandum.

$3.2$ Resolutions 3 to 5

Resolutions 3 to 5 comprise the components of the agreement reached between Media Entertainment and the Administrators of Swish Group that will provide for a distribution to employees and creditors in both cash and Shares in the Company. They also enable Media Entertainment to provide further funding to Swish Group to facilitate the reinstatement of quotation of the securities of the Company on ASX and its ongoing operations. These funds will be raised on the following terms:

• 1. Through a placement of 70,000,000 Shares to Media Entertainment at \$0.003 (0.3 cents) per Share:
• 1. Through the issue and allotment of 10,000,000 Shares to the Administrators on behalf of creditors and employees; and
• 1. Through the provision of an additional equity facility of up to \$500,000 to be drawn down on agreed terms and as required by Swish Group. The facility is to be provided by way of a convertible loan to Swish Group and secured by way of a fixed and floating charge over the business and assets of the Company. The loan is convertible into Shares in the Company at \$0.003 (0.3 cents) per Share for a period of 12 months from the date of the Extraordinary General Meeting.

The Agreement is subject to Shareholder approval as well as all necessary ASX, ASIC and other requiatory approvals and the reinstatement of quotation of the securities of the Company on ASX.

If the re-financing package contained in Resolutions 3 to 5 is not approved by the Members, the preconditions of the agreement between Media Entertainment and the Administrators of Swish Group cannot be satisfied and the Administrators have indicated that the Company will be placed into liquidation.

$3.3$ Resolution 6

Resolution 6 enables the Company to raise additional capital by 14 August 2003. Further details of this resolution are set out below in the Detail of Proposals provisions of this Explanatory Memorandum.

$\mathbf{4}$ . DETAIL OF PROPOSALS

$4.1$ Financial Statements

Section 250R of the Corporations Act 2001 provides that the business of an Annual General Meeting of a company may include, among other matters, the consideration by the Members of the Annual Financial Report, Director's Report and Auditor's Report. Because the Company did not hold an Annual General Meeting after Administrators were appointed in October 2002, these reports are presented to shareholders at this meeting.

Members have been provided with all relevant information concerning the Company's Annual Financial Report and the reports of the Directors and Auditor in the Annual Report of the Company for the year ended 30 June 2002. A copy of the Annual Report has been forwarded to each Shareholder. A copy of the annual financial report and the reports of the Directors and Auditor will also be tabled at the Meeting.

Members should note that sole purpose of tabling the annual financial report of the Company at the Extraordinary General Meeting and those of the Directors and Auditor is to provide the Members with the opportunity to be able to ask questions or discuss matters arising from the annual financial report and the management of the Company at the Meeting. It is not the purpose of the Meeting, nor a requirement of the Corporations Act 2001 or the constitution of the Company that the financial statements be accepted, rejected or modified in any way.

$4.2$ Re-election of Directors (Resolution 1)

Background

Mr. Martin Thomas Gardiner was appointed to the Board on 14 January 2003 pursuant to the Company's Constitution. Pursuant to the Company's Constitution he holds office only until the Extraordinary General Meeting. He now retires and offers himself for re-election.

Profile of Director

Set out below is the profile of Mr Martin Gardiner:

Mr. Martin Thomas Gardiner

Experience

Mr. Gardiner founded Planet X Group Pty Ltd as a media and technology company in 1995. That company was acquired by Swish Group in June 2002 to enhance the core Swish Group businesses. He has an extensive information technology background having designed and developed the player-activated terminals for the Victorian Taberet. He also designed the Club Keno display systems for AWA. He has extensive experience in the film and television industry having produced television and cinema commercials for clients, including Commonwealth Bank, BMW, The National Gallery of Victoria, Channel 7 and Mars. He held a senior management position with Swish Group prior to the appointment of the Administrators and operated the Planet X business throughout the administration process.

Mr. Gardiner was appointed a Director of Swish Group on 14 January 2003.

Interdependence of Resolutions

The Members are advised that Resolutions 1 to 6 form part of a total re-financing proposal for the Company. In the event that the Members do not agree to the approval of Resolution 1, the transactions contemplated by Resolutions 2, 3, 4, 5, and 6 will not proceed. If Resolutions 1 to 6 are not approved, the agreement between Media Entertainment and the Administrators of Swish Group will fail and the Administrators have indicated that they will place the Company into liquidation.

4.3 Re-election of Director (Resolution 2) Background

Mr. Peter Kenneth Crafter was appointed to the Board on 14 January 2003 pursuant to the Company's Constitution. Pursuant to the Company's Constitution he holds office only until the Extraordinary General Meeting. He now retires and offers himself for re-election.

Profile of Director

Set out below is the profile of Mr. Peter Crafter:

Mr. Peter Kenneth Crafter

LL.B, MBA, FCA, CA, MCT

Experience

Mr. Crafter is a chartered accountant in both the UK and Australia and a qualified Corporate Treasurer. He holds LL.B and MBA degrees. Mr. Crafter held a number of senior financial positions in the UK before migrating to Australia in 1999 at which time he was appointed Chief Financial Officer and Company Secretary of Software Communication Group Limited ("Sofcom"). He assisted with the private capital raising and subsequent listing of that Company on the ASX. He was Acting Chief Executive Officer of Sofcom from July 2001 until June 2002. Mr. Crafter was appointed Chief Financial Officer and Company Secretary of CBD Energy in December 2002. He has significant experience consulting to a range of other public and private companies.

Mr. Crafter was appointed a Director of Swish Group on 14 January 2003.

Interdependence of Resolutions

The Members are advised that Resolutions 1 to 6 form part of a total re-financing proposal for the Company. In the event that the Members do not agree to the approval of Resolution 2, the transactions contemplated by Resolutions 1, 3, 4, 5, and 6 will not proceed. If Resolutions 1 to 6 are not approved, the agreement between Media Entertainment and the Administrators of Swish Group will fail and the Administrators have indicated that they will place the Company into liquidation.

4.4 Approval to issue Shares (Resolution 3)

Introduction

As at the date of this Explanatory Memorandum, Media Entertainment Pty Ltd does not hold Shares in the Company.

On 14 January 2003, the Company announced that Media Entertainment (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter) had entered into an agreement with the Administrators of The Swish Group Limited that will provide funding to Swish Group to facilitate the reinstatement of quotation of the securities of the Company on ASX and its ongoing operations. These funds will be raised on the following terms:

• 1. Through a placement of 70,000,000 fully paid ordinary Shares to Media Entertainment at \$0.003 (0.3 cents) per Share;
• 1. Through the issue and allotment of 10,000,000 fully paid ordinary Shares to the Administrators on behalf of creditors and employees; and
• 1. Through the provision of an additional equity facility of up to \$500,000 to be drawn down on agreed terms and as reguired by Swish Group. The facility is to be provided by way of a convertible loan to Swish Group and secured by way of a fixed and floating charge over the Company. The loan is convertible into fully paid ordinary Shares in the Company at \$0.003 (0.3 cents) per Share for a period of up to 12 months.

The agreement is subject to Shareholder approval as well as all necessary ASX, ASIC and other regulatory approvals and the reinstatement of quotation of the securities of the Company on ASX.

Accordingly, the Company proposes to issue 70,000,000 Shares to Media Entertainment at an issue price of \$0.003 (0.3 cents) pursuant to the terms of the agreement. . Of the funds to be received via this placement, \$170,000 is to be paid to the Administrators to settle claims of existing creditors and employees of the Company.

The proposed allotment of 70,000,000 Shares to Media Entertainment will give rise to an acquisition of a relevant interest in issued voting Shares in the Company ("Media Entertainment Acquisition") for the purpose of section 606(1) of the Corporations Act 2001. So that the Media Entertainment Acquisition does not contravene section 606(1) of the Corporations Act 2001. Media Entertainment has requested that the Company put Resolution 3 to Members for approval in accordance with section 611, item 7 of the Corporations Act 2001.

The Media Entertainment Acquisition requires the approval of Company Members in accordance with the procedure established under section 611 item 7 of the Corporations Act 2001. If Resolution 3 is approved by the Members it will enable the allotment of 70,000,000 Shares to Media Entertainment without contravention of section 606(1) of the Corporations Act 2001.

By virtue of the interest of Mr. Stynes and Mr. Crafter in Media Entertainment, the issue of Shares to Media Entertainment as proposed by Resolution 3, will also constitute an issue of Shares to a 'related party' for which approval is required pursuant to section 208 of the Corporations Act 2001 and Listing Rule 10.11. The proposed issue to Media Entertainment will also be an issue of Shares in excess of the 15% in 12 months rule, for which Shareholder approval is normally required pursuant to Listing Rule 7.1.

This part of this Explanatory Memorandum provides Members with all information known to Media Entertainment, or their associates, or known to the Company, that is material to the decision on how to vote on Resolution 3 and as required by section 611 item 7 of the Corporations Act 2001 and Listing Rules 10.11, 7.1 and 7.2.

The details of the maximum voting power of Media Entertainment detailed in this part of this Explanatory Memorandum assumes that no voting Shares are issued by the Company, other than those the subject of Resolutions 3 and 5.

Relevant interest of Media Entertainment and its Associates in voting Shares in the Company as at date of Explanatory Memorandum

As at the date of this Explanatory Memorandum, Media Entertainment does not hold Shares in the Company and therefore does not have a relevant interest in the voting Shares in the Company.

Voting Power of Media Entertainment and its Associates - The Media Entertainment Acquisition

As noted previously, Media Entertainment does not hold Shares in the Company.

At the date of this Explanatory Memorandum, the total number of Shares on issue in the Company is 37,012,312 which Shares represent the total voting Shares in the Company and hence the total voting power in the Company.

In the event that Resolutions 3 to 5 (inclusive) are approved by the Members at the Extraordinary General Meeting of the Company, the total number of Shares on issue in the Company, which Shares represent the total voting Shares on issue, will increase to up to 283,678,979 Shares. If this Resolution and Resolutions 4 and 5 are approved, the effective voting power of Media Entertainment in the Company will increase from nil to 236,666,667 Shares, representing a maximum voting power of 83.43% of the total voting Shares in the Company.

The following table details the information required to be provided to Shareholders of the Company for the purposes of section 611 item 7(b) (ii), (iii), (iv) and (v) of the Corporations Act $2001:$

Name	Maximum extent of combined voting power in the Company before the Media Entertainment Acquisition (Note 1)	Extent of voting power in the Company in own right that Media Entertainment will have from the passing of Resolution 3 (Note 2)	Extent of voting power in the Company in own right that Media Entertainment will have from the passing of Resolutions 3 and 4 (Note 3)	Maximum extent of combined voting power in the Company that Media Entertainment and its associates will have from the passing of Resolutions 3 to 5 (inclusive) (Note 4)
Media	0%	65.41%	59.82%	83.43%
Entertainment
Of which:
Mr. Cary Stynes (Note 5)	0%	31.07%	28.41%	39.63%
Mr. Peter Crafter (Note 5)	0%	3.27%	2.99%	4.17%

• Note 1 The voting power is calculated in accordance with section 610(1) of the Corporations Act 2001. Pursuant to section 610(1) a person's voting power in the Company is the total number of votes attached to all the voting Shares in the Company that that person or an associate has a relevant interest in.
• The increase in voting power specified in the second column is calculated on the Note₂ assumption that Resolution 3 is approved and provides Members with an indication of the personal voting power of Media Entertainment if Resolution 3 is approved.
• Note 3 The increase in voting power specified in the third column is calculated on the assumption that Resolutions 3 and 4 are approved and provide Members with an indication of the personal voting power of Media Entertainment if Resolutions 3 and 4 are approved.
• The increase in voting power has been calculated on the assumption that Note 4 Resolutions 3 to 5 (inclusive) are approved, that the \$500,000 equity facility is fully drawn down and conversion of the convertible note into 166,666,667 fully paid ordinary Shares in the Company takes place and that the total voting Shares in the Company increases by 246,666,667 from 37,012,312 fully paid ordinary Shares to 283,678,979. The fourth column provides Members with the combined voting power of Media Entertainment if Resolutions 3 to 5 (inclusive) are approved.
• Note 5 The table also discloses the respective interests of Executive Directors Mr. Cary Stynes and Mr. Peter Crafter in the Company through their shareholdings in Media Entertainment if the resolutions are passed.

Report by Non-Associated Director, Mr Martin Gardiner

The following report analyses whether the proposal set out in Resolution 3 is fair and reasonable when considered in the context of the interests of the shareholders other than those involved in the proposed issue of shares.

This report has been prepared by Mr Martin Gardiner, who is a director of the Company and who is not associated with the proposal set out in Resolution 3.

Likely Advantages for Non-Associated Shareholders of Passing Resolution 3:

Resolution 3 forms part of a package of resolutions designed to recapitalise the Company and is interdependent with Resolutions 1, 2, 4, 5 and 6. Resolution 3 must be passed in order for the recapitalisation package to be implemented.

The recapitalisation process will result in an injection of working capital into the Company. Of the funds received in respect of Resolution 3, part of those funds will be paid to the Administrators to settle claims of existing creditors and employees of the Company. The remaining funds will be used by the Company to pursue new business opportunities and consolidate existing operations.

Recapitalisation of the Company will also increase the value of securities of the Company as compared to the likely value of zero which will be attributed to the securities if Resolution 3 if not passed (see below).

Moreover, the recapitalisation of the Company must occur before the securities of the Company can be reinstated to quotation on ASX. Reinstatement of quotation on ASX will result in a market for the securities of the Company and will allow shareholders to more easily trade their securities if they so wish.

Likely Disadvantages for Non-Associated Shareholders of Not Passing Resolution 3:

As noted above, Resolution 3 forms part of a recapitalisation package to be implemented in relation to the Company.

In the event that the recapitalisation package is not implemented, the Company will be placed into liquidation in accordance with the Deed of Company Arrangement. If liquidation were to eventuate, the shareholdings of the non-associated shareholders in the Company will be worthless.

Likely Disadvantages for Non-Associated Shareholders of Passing Resolution 3:

Non-associated shareholders of the Company will be disadvantaged by the passing of Resolution 3 as their interest in the Company will be diluted as a result of the new issue of shares.

Likely Advantages for Non-Associated Shareholders of Not Passing Resolution 3:

If Resolution 3 is not passed, the shareholding of the non-associated shareholders will remain static and will thus not be diluted.

Control Premium

In my opinion, no person will receive any premium for control as a result of the proposed acquisition set out in Resolution 3. This is because the shares to be acquired under the resolution will be new Shares issued by the Company and not existing Shares to be transferred by a shareholder and, further, because the Company has been placed into administration and, as a result, the consideration to be provided under the proposed acquisition does not incorporate any premium over the asset backing of the Shares. I also note that the proposed acquisition will not result in any person entering into any transaction which they would not otherwise have been able to enter into. Moreover, it is my belief that there are no other transactions currently contemplated between the allottees, associates of the allottees and the Company.

Media Entertainment's intentions regarding the business, assets and employees of the Company

It is not the intention of Media Entertainment to change the business or activities of the Company.

Substantial Shareholding

Members are advised that the approval of Resolutions 3 to 5 (inclusive) will result in Media Entertainment holding a substantial interest of 83.43% in the Company.

ASX Listing Rule Requirements

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that an entity must not, without the approval of its ordinary Shareholders, issue or agree to issue equity securities (including options to acquire Shares) in any 12 month period which would exceed 15% of the equity securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.2, Exception 14

ASX Listing Rule 7.2, Exception 14 states that, if approval for an issue of equity securities is given by the holders of the ordinary Shares of the Company under ASX Listing Rule 10.11, then approval is not required under ASX Listing Rule 7.1.

ASX Listing Rule 10.11

ASX Listing Rule 10.11.1 provides that an entity must not, without the approval of its ordinary Shareholders, issue or agree to issue equity securities to a 'related party'. Media Entertainment is a related party of the Company as Mr. Stynes is a director and shareholder of Media Entertainment and is a director of the Company and Mr. Peter Kenneth Crafter is a Shareholder of Media Entertainment and is a director of the Company. Accordingly, the approval of the Members is required to the issue of Shares to Media Entertainment in accordance with Listing Rule 10.13.

ASX Listing Rule 10.13

ASX Listing Rule 10.13 requires that a Notice of Meeting at which Shareholders are required to consider a resolution pursuant to ASX Listing Rule 10.11 must include certain specified information in relation to the equity securities proposed to be issued.

For the purposes of ASX Listing Rule 10.13, Members are advised that the Company intends to issue 70,000,000 Shares to Media Entertainment within 1 month of the date of the Meeting at an issue price of 0.3 cents (\$0.003) per Share. The Shares will be fully paid ordinary Shares ranking equally in all respects with all other fully paid ordinary Shares then on issue in the Company.

ASX Listing Rules 10.11 and 10.13 lists the information which must be contained in the Notice of Meeting and Explanatory Memorandum where Shareholders will consider a resolution pursuant to ASX Listing Rules 10.11 and 10.13. This information is set out below

• the maximum number of securities to be issued: a maximum of 70,000,000 Shares will $(a)$ be issued to the Allottees;

• $(b)$ the date by which the securities will be issued: 14 June 2003;

• the date by which the securities will be allotted: 14 June 2003; $(c)$

• the issue price of securities: \$0.003 (0.3 cents) per Share; $(d)$
• the names of the allottees (if known): Media Entertainment Pty Ltd (a Company $(e)$ associated with Mr. Cary Stynes and Mr. Peter Crafter);
• $(f)$ the terms of the securities: the Shares to be issued to the Allottees will be fully paid ordinary Shares ranking equally in all respects with all other fully paid ordinary Shares then on issue in the Company;
• the intended use of the funds raised: of total funds raised of \$210,000, a total of $\left( q\right)$ \$170,000 will be paid to the Administrators to be made available to existing creditors and employees and to cover the costs of the Administration and the balance will be used for working capital purposes.

Section 208 of the Corporations Act 2001

Section 208 of the Corporations Act 2001 generally provides that for a public company to give a 'financial benefit' to a 'related party' of the public company, the public company must obtain the approval of the public company's Members and give the benefit within 15 months of the date that approval is given.

The term 'financial benefit' has the meaning given by section 229 of the Corporations Act 2001 and includes the issue of securities to a 'related party'. As Media Entertainment is classified as a 'related party' for the purposes of section 228 of the Corporations Act 2001, the issue of Shares to Media Entertainment as proposed by Resolution 3, requires the approval of the Members of the Company to the issue to satisfy the requirements of, and be conducted in accordance with, sections 217 to 227 of the Corporations Act 2001.

For the purposes of section 219 of the Corporations Act 2001, the following information is provided:

Interests of Directors in Resolution 3

Mr. Stynes

• Mr. Stynes is a Director of the Company.
• Mr. Stynes is a director and Shareholder of Media Entertainment.

Mr Crafter

Mr Crafter is a retiring Director of the Company who has been nominated for re-election at this meeting.

Mr Crafter is a Shareholder in Media Entertainment.

Mr. Gardiner does not have an interest in Resolution 3.

Directors' Recommendation - Resolution 3

The director, Mr. Gardiner approved the proposal to put Resolution 3 and this part of this Explanatory Memorandum to the Members.

As a consequence of their association with Media Entertainment, Mr. Stynes and Mr. Crafter absented themselves from the discussion about, and did not vote in respect of, the proposal to put Resolution 3 or this part of this Explanatory Memorandum to the Members.

Given that Mr. Stynes is a director and Shareholder of Media Entertainment and Mr. Crafter is a Shareholder of Media Entertainment, Mr. Stynes and Mr. Crafter do not make any recommendation to the Members of the Company.

Mr. Gardiner recommends that Members vote in favour of Resolution 3 in order to ensure the provision of adequate financing for the Company, enable the reinstatement of quotation of the securities of the Company on ASX and enable the growth, both organic and via acquisition, of the Company.

Interdependence of Resolutions

The Members are advised that Resolutions 1 to 6 form part of a total re-financing proposal for the Company. In the event that the Members do not agree to the approval of Resolution 3, the transactions contemplated by Resolutions 1, 2, 4, 5 and 6 will not proceed. If Resolutions 1 to 6 are not approved, the agreement between Media Entertainment and the Administrators of Swish Group will fail and the Administrators have indicated that they will place the Company into liquidation.

4.5 Approval to Issue of Shares (Resolution 4)

The Company seeks approval to issue a total of 10,000,000 fully paid ordinary Shares to the Administrators of Swish Group.

The purpose of the issue and allotment of up to 10,000,000 Shares is to enable the Administrators to effect settlement of claims by existing creditors and employees of the Company.

Legal and Regulatory Requirements

ASX Listing Rule Requirements

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that an entity must not, without the approval of its ordinary Shareholders, issue or agree to issue equity securities (including options to acquire Shares) in any 12 month period which would exceed 15% of the equity securities on issue at the commencement of that 12 month period. Subject to the approval by the Members of Resolutions 3 to 6 (inclusive), the issue of Shares to the Administrators as proposed by Resolution 4 will not exceed the 15% in 12 month rule in Listing Rule 7.1. Nonetheless, for the purpose of enabling the Company to issue up to 15% of the capital of the Company in the next 12 months without the approval of the Members, the Board wishes to obtain the approval of the Members to the issue of Shares to the Administrators.

ASX Listing Rule 7.3

ASX Listing Rule 7.3 lists the information which must be contained in the Notice of Meeting and Explanatory Memorandum where Shareholders will consider a resolution pursuant to ASX Listing Rule 7.1. This information is set out below

ASX Listing Rule 7.3 requires the Notice of Meeting at which Shareholders are required to consider a resolution pursuant to ASX Listing Rule 7.1 to include certain specified information in relation to the equity securities proposed to be issued. This information is set out below as follows:

• the maximum number of securities to be issued: a maximum of 10.000.000 Shares will (a) be issued to the Allottees;

• the date by which the securities will be issued: 14 June 2003; $(d)$

• the issue price of securities: the Shares are to be issued for no cash consideration; $(d)$

• the names of the allottees (if known): to the Administrators on behalf of existing $(e)$ creditors and employees of the Group;
• $(f)$ the terms of the securities: the Shares to be issued to the Administrators of The Swish Group Limited, such Shares to be distributed to creditors and employees of the Company;

Interdependence of Resolutions

$(e)$

The Members are advised that Resolutions 1 to 6 form part of a total re-financing proposal for the Company. In the event that the Members do not agree to the approval of Resolution 4, the transactions contemplated by Resolutions 1, 2, 3, 5 and 6 will not proceed. If Resolutions 1 to 6 are not approved, the agreement between Media Entertainment and the Administrators of Swish Group will fail and the Administrators have indicated that they will put the Company into liquidation.

4.6 Approval to Issue Shares on the Conversion of 166,666,667 Convertible Notes in the Company (Resolution 5)

The Deed of Company Administration provides the Company with a \$500,000 equity facility in exchange for the issue of up to 166,666,667 Shares at 0.3 cents (\$0.003) per Share. The \$500,000 equity facility is able to be drawn down on agreed terms and as required by the Company, subject to the approval of the Members of the Company.

For the purpose of obtaining working capital to fund the ongoing business of the Company and to facilitate the reinstatement of quotation of the Company's securities on ASX, the Company proposes to issue up to 166,666,667 Shares to Media Entertainment at an issue price of 0.3 cents (\$0.003) pursuant to the terms of a Share Subscription Agreement.

The proposed allotment of up to 166,666,667 Shares to Media Entertainment will give rise to an acquisition of a relevant interest in issued voting Shares in the Company ("Media Entertainment Acquisition") for the purpose of section 606(1) of the Corporations Act 2001. So as the Media Entertainment Acquisition does not contravene section 606(1) of the Corporations Act 2001, Media Entertainment has requested the Company put Resolution 5 to Members for approval in accordance with section 611, item 7 of the Corporations Act 2001.

The Media Entertainment Acquisition requires the approval of Company Members in accordance with the procedure established under section 611 item 7 of the Corporations Act 2001. If Resolution 5 is approved by the Members it will enable the allotment of 166,666,667 Shares to Media Entertainment without contravention of section 606(1) of the Corporations Act 2001.

By virtue of the interest of Mr Stynes and Mr. Crafter in Media Entertainment, the issue of Shares to Media Entertainment as proposed by Resolution 5, will also constitute an issue of Shares to a 'related party' for which approval is required pursuant to section 208 of the Corporations Act 2001 and Listing Rule 10.11. The proposed issue to Media Entertainment will also be an issue of Shares in excess of the 15% in 12 months rule, for which Shareholder approval is normally required pursuant to Listing Rule 7.1.

This part of this Explanatory Memorandum provides Members with all information known to Media Entertainment, or their associates, or known to the Company, that is material to the decision on how to vote on Resolution 5 and as required by section 611 item 7 of the Corporations Act 2001 and Listing Rules 10.11, 7.1 and 7.2.

The details of the maximum voting power of Media Entertainment detailed in this part of this Explanatory Memorandum assumes that no voting Shares are issued by the Company, other than those the subject of Resolutions 3 to 5 (inclusive).

Relevant interest of Media Entertainment in voting Shares in the Company as at date of Explanatory Memorandum

As at the date of this Explanatory Memorandum Media Entertainment does not hold Shares in the Company and therefore does not have a relevant interest in the voting Shares in the Company.

Voting Power of Media Entertainment - The Media Entertainment Acquisition

As noted previously, Media Entertainment does not hold Shares in the Company.

At the date of this Explanatory Memorandum, the total number of Shares on issue in the Company is 37,012,312 which Shares represent the total voting Shares in the Company and hence the total voting power in the Company.

In the event that Resolutions 3 to 5 (inclusive) are approved by the Members at the Extraordinary General Meeting of the Company, the total number of Shares on issue in the Company, which Shares represent the total voting Shares on issue, will increase to 283,678,979. If this Resolution and Resolution 3 and 4 are passed, the effective voting power of Media Entertainment in the Company will increase from nil to 236,666,667 Shares, representing a maximum voting power of 83.43% of the total voting Shares in the Company.

The following table details the information required to be provided to Shareholders of the Company for the purposes of section 611 item 7(b) (ii), (iii), (iv) and (v) of the Corporations Act 2001:

Name	Maximum extent of combined voting power in the Company before the Media Entertainment Acquisition (Note $1$ )	Extent of voting power in the Company in own right that Media Entertainment will have from the passing of Resolution 3 (Note 2)	Extent of voting power in the Company in own right that Media Entertainment will have from the passing of Resolutions 3 to 4 inclusive (Note 3)	Maximum extent of combined voting power in the Company that Media Entertainment and its associates will have from the passing of Resolutions 3 to 5 (inclusive) (Note 4)
Media Entertainment	0%	65.41%	59.82%	83.43%
Of which:
Mr. Cary Stynes (Note 5)	0%	31.07%	28.41%	39.63%
Mr. Peter Crafter (Note 5)	0%	3.27%	2.99%	4.17%

Note 1 The voting power is calculated in accordance with section 610(1) of the Corporations Act 2001. Pursuant to section 610(1) a person's voting power in the Company is the total number of votes attached to all the voting Shares in the Company that that person or an associate has a relevant interest in.

• The increase in voting power specified in the second column is calculated on the Note 2 assumption that Resolution 3 is approved and provides Members with an indication of the personal voting power of Media Entertainment if Resolution 3 is approved.
• Note 3 The increase in voting power specified in the third column is calculated on the assumption that Resolutions 3 and 4 are approved and provide Members with an indication of the personal voting power of Media Entertainment if Resolutions 3 to 4 (inclusive) are approved.
• Note 4 The increase in voting power has been calculated on the assumption that Resolutions 3 to 5 (inclusive) are approved, that the \$500,000 equity facility is fully drawn down and conversion of the convertible note into 166,666,667 fully paid ordinary Shares in the Company takes place and that the total voting Shares in the Company increases by 246,666,667 from 37,012,312 fully paid ordinary Shares to 283,678,979. The fourth column provides Members with the combined voting power of Media Entertainment if Resolutions 3 to 5 (inclusive) are approved.
• Note 5 The table also discloses the respective interests of Executive Directors Mr. Cary Stynes and Mr. Peter Crafter in the Company through their shareholdings in Media Entertainment if the resolutions are passed.

Report by Non-Associated Director, Mr Martin Gardiner

The following report analyses whether the proposal set out in Resolution 5 is fair and reasonable when considered in the context of the interests of the shareholders other than those involved in the proposed issue of shares.

This report has been prepared by Mr Martin Gardiner, who is a director of the Company and who is not associated with the proposal set out in Resolution 5.

Likely Advantages for Non-Associated Shareholders of Passing Resolution 5:

Resolution 5 forms part of a package of resolutions designed to recapitalise the Company and is interdependent with Resolutions 1, 2, 3, 4 and 6. Resolution 5 must be passed in order for the recapitalisation package to be implemented.

The recapitalisation process will result in an injection of working capital into the Company. The funds will be used by the Company to pursue new business opportunities and consolidate existing operations.

Recapitalisation of the Company will also increase the value of securities of the Company as compared to the likely value of zero which will be attributed to the securities if Resolution 3 if not passed (see below).

Moreover, the recapitalisation of the Company must occur before the securities of the Company can be reinstated to quotation on ASX. Reinstatement of quotation on ASX will result in a market for the securities of the Company and will allow shareholders to more easily trade their securities if they so wish.

Likely Disadvantages for Non-Associated Shareholders of Not Passing Resolution 5:

As noted above, Resolution 5 forms part of a recapitalisation package to be implemented in relation to the Company.

In the event that the recapitalisation package is not implemented, the Company will be placed into liquidation in accordance with the Deed of Company Arrangement. If liquidation were to eventuate, the shareholdings of the non-associated shareholders in the Company will be worthless.

Likely Disadvantages for Non-Associated Shareholders of Passing Resolution 5:

Non-associated shareholders of the Company will be disadvantaged by the passing of Resolution 5 as their interest in the Company will be diluted as a result of the new issue of shares.

Likely Advantages for Non-Associated Shareholders of Not Passing Resolution 5:

If Resolution 5 is not passed, the shareholding of the non-associated shareholders will remain static and will thus not be diluted.

Control Premium

In my opinion, no person will receive any premium for control as a result of the proposed acquisition set out in Resolution 5. This is because the shares to be acquired under the resolution will be new Shares issued by the Company and not existing Shares to be transferred by a shareholder and, further, because the Company has been placed into administration and, as a result, the consideration to be provided under the proposed acquisition does not incorporate any premium over the asset backing of the Shares. I also note that the proposed acquisition will not result in any person entering into any transaction which they would not otherwise have been able to enter into. Moreover, it is my belief that there are no other transactions currently contemplated between the allottees, associates of the allottees and the Company.

Media Entertainment's intentions regarding the business, assets and employees of the Company

It is not the intention of Media Entertainment to change the business or activities of the Company.

Substantial Shareholding

Members are advised that the approval of Resolutions 3 to 5 (inclusive) will result in Media Entertainment holding a substantial interest of 83.43% in the Company.

ASX Listing Rule Requirements

ASX Listing Rule 7.1

Listing Rule 7.1 permits a company to issue up to 15% of the company's issued capital in any 12 month period without the necessity of obtaining Member approval to the issue.

Subject to the approval by the Members of Resolutions 3 and 4 to the proposed issue of 70,000,000 Shares to Media Entertainment and 10,000,000 to the Administrators of Swish Group, for the purposes of Listing Rule 7.1, the total number of Shares on issue 12 months before the date of the proposed conversion and issue of Shares to Media Entertainment, plus all permitted issues of securities under Listing Rule 7.1 during that 12 month period will be 117,012,312 ordinary Shares.

Using the formula provided in Listing Rule 7.1, and subject to the approval by the Members of Resolutions 3 and 4, the total number of Shares that the Company will be permitted to issue without having to obtain Members approval is 17,551,847. As the issue of Shares to Media Entertainment will exceed this number, the Company would normally be required to obtain the approval of Members to the issue of securities to Media Entertainment under Listing Rule 7.1.

ASX Listing Rule 7.2, Exception 14

ASX Listing Rule 7.2, Exception 14 states that, if approval for an issue of equity securities is given by the holders of the ordinary Shares of the Company under ASX Listing Rule 10.11, then approval is not required under ASX Listing Rule 7.1.

ASX Listing Rule 10.11

ASX Listing Rule 10.11.1 provides that an entity must not, without the approval of its ordinary Shareholders, issue or agree to issue equity securities to a 'related party'. Media Entertainment is a related party of the Company as Mr. Stynes is a director and shareholder of Media Entertainment and is a director of the Company and Mr. Peter Kenneth Crafter is a Shareholder of Media Entertainment and is a director of the Company. Accordingly, the approval of the Members is required to the issue of Shares to Media Entertainment in accordance with Listing Rule 10.13.

ASX Listina Rule 10.13

ASX Listing Rule 10.13 requires that a Notice of Meeting at which Shareholders are required to consider a resolution pursuant to ASX Listing Rule 10.11 must include certain specified information in relation to the equity securities proposed to be issued.

For the purposes of ASX Listing Rule 10.13, Members are advised that the Company intends to issue 166,666,667 Shares to Media Entertainment within 1 month of the date of the Meeting at an issue price of 0.3 cents (\$0.003) per Share. The Shares will be fully paid ordinary Shares ranking equally in all respects with all other fully paid ordinary Shares then on issue in the Company. The amount of \$500,000 which will be raised from the issue of Shares to Media Entertainment will be used for working capital purposes.

ASX Listing Rules 10.11 and 10.13 lists the information which must be contained in the Notice of Meeting and Explanatory Memorandum where Shareholders will consider a resolution pursuant to ASX Listing Rules 10.11 and 10.13. This information is set out below

• $(a)$ the maximum number of securities to be issued: a maximum of 166,666,667 Shares will be issued to the Allottees:
• $(f)$ the date by which the securities will be issued: 14 June 2004;
• the date by which the securities will be allotted: 14 June 2004; $\left( q\right)$
• the issue price of securities: \$0.003 (0.3 cents) per Share; (d)
• the names of the allottees (if known): Media Entertainment Pty Ltd (a Company $(e)$ associated with Mr. Cary Stynes and Mr. Peter Crafter);
• $(f)$ the terms of the securities: the Shares to be issued to the Allottees will be fully paid ordinary Shares ranking equally in all respects with all other fully paid ordinary Shares then on issue in the Company;
• the intended use of the funds raised: the funds will be used for the purchase of (a) additional equipment for the media and technology divisions of the business, general working capital purposes and for potential acquisitions by the Company.

Repayable if not Approved

The Members are advised that in the event that the Company fails to obtain the approval of the Members to the issue of Shares proposed by this Resolution 5, the amount drawn down by the Company under the terms of the Convertible Note will become repayable. It is the opinion of the Board that if the Convertible Note becomes repayable, the Company will be unable to meet that repayment.

Section 208 of the Corporations Act 2001

Section 208 of the Corporations Act 2001 generally provides that for a public company to give a 'financial benefit' to a 'related party' of the public company, the public company must obtain the approval of the public company's Members and give the benefit within 15 months of the date that approval is given.

The term 'financial benefit' has the meaning given by section 229 of the Corporations Act 2001 and includes the issue of securities to a 'related party'. As Media Entertainment is classified as a 'related party' for the purposes of section 228 of the Corporations Act 2001, the issue of Shares to Media Entertainment as proposed by Resolution 5, requires the approval of the Members of the Company to the issue to satisfy the requirements of, and be conducted in accordance with, sections 217 to 227 of the Corporations Act 2001.

For the purposes of section 219 of the Corporations Act 2001, the following information is provided:

Interests of Directors in Resolution 5

Mr. Stynes

Mr. Stynes is a Director of the Company.

Mr. Stynes is a director and Shareholder of Media Entertainment.

Mr Crafter

Mr Crafter is a retiring Director of the Company who has been nominated for re-election at this meeting.

Mr Crafter is a Shareholder in Media Entertainment.

Mr. Gardiner does not have an interest in Resolution 5.

Directors' Recommendation - Resolution 5

The director, Mr. Gardiner approved the proposal to put Resolution 5 and this part of this Explanatory Memorandum to the Members.

As a consequence of their association with Media Entertainment, Mr. Stynes and Mr. Crafter absented themselves from the discussion about, and did not vote in respect of, the proposal to put Resolution 5 or this part of this Explanatory Memorandum to the Members.

Given that Mr. Stynes is a director and Shareholder of Media Entertainment and Mr. Crafter is a Shareholder of Media Entertainment, Mr. Stynes and Mr. Crafter do not make any recommendation to the Members of the Company.

Mr. Gardiner recommends that Members vote in favour of Resolution 5 in order to ensure the provision of adequate financing for the Company, enable the reinstatement of quotation of the securities of the Company on ASX and enable the growth, both organic and via acquisition, of the Company.

Interdependence of Resolutions

The Members are advised that Resolutions 1 to 6 form part of a total re-financing proposal for the Company. In the event that the Members do not agree to the approval of Resolution 5, the transactions contemplated by Resolutions 1, 2, 3, 4 and 6 will not proceed. If Resolutions 1 to 6 are not approved, the agreement between Media Entertainment and the Administrators of Swish Group will fail and the Administrators have indicated that they will place the Company into liquidation.

$4.7$ Approval for Board to issue further Shares (Resolution 6)

The Company seeks approval for the Directors to issue by no later than 14 August 2003, up to 100,000,000 fully paid ordinary Shares in the Company at a minimum issue price equal to 80% of the average market price of the Company's fully paid ordinary Shares over the preceding 5 days in which sales in those Shares were recorded before the day on which the issue is made, to such sophisticated investors (within the meaning of section 708 of the Corporations Act) as may be selected by the Directors, provided that the issue of securities to those investors does not constitute a related party transaction within the meaning of Chapter 2E of the Corporations Act ("Allottees").

Each Share will be issued on the same terms and will rank equally in all respects with the existing issued Shares.

Legal and Regulatory Requirements

ASX Listing Rule 7.1

Under ASX Listing Rule 7.1, the Company must not issue more equity securities than the number calculated in accordance with a formula contained in that listing rule without the approval of Members.

The effect of approving the ability of the Company to issue Shares in accordance with Resolution 6 will be to enable the Company to make an issue of securities in excess of 15% of the capital of the Company within 3 months of the date of the meeting. The Company's ability to issue further Shares in the next twelve months without the need to obtain Shareholder approval will also be renewed, subject to the requirement that any issue of Shares must not exceed the 15% in 12 months limitation that is proscribed by Listing Rule 7.1, without the approval of the Members.

The main advantage of approving the issue of Shares is that it gives the Directors the flexibility of raising additional working capital through the issue of Shares in the next three months without incurring the expense of calling another general meeting of the Company.

The issue of the Shares will result in the dilution of the Shareholdings of existing Shareholders. If the issue of Shares is approved, this would result in the issue of Shares equal to approximately 14.98% of the expanded total Share capital in the Company following the Share issue, if Resolutions 3 to 6 (inclusive) are approved.

ASX Listing Rule 7.3

ASX Listing Rule 7.3 lists the information which must be contained in the Notice of Meeting and Explanatory Memorandum where Shareholders will consider a resolution pursuant to ASX Listing Rule 7.1. This information is set out below

ASX Listing Rule 7.3 requires the Notice of Meeting at which Shareholders are required to consider a resolution pursuant to ASX Listing Rule 7.1 to include certain specified information in relation to the equity securities proposed to be issued. This information is set out below as follows:

• the date by which the securities will be issued: 14 August 2003; $(h)$
• $(i)$ the date by which the securities will be allotted: 14 August 2003;
• $(d)$ the issue price of securities: the issue price is equal to 80% of the average market price of the Company's fully paid ordinary Shares over the preceding 5 days in which sales in those Shares were recorded before the day on which the offer is made;
• $(e)$ the names of the allottees (if known); to such sophisticated investors (within the meaning of section 708 of the Corporations Act) as may be selected by the Directors by 14 August 2003, provided that the issue of securities to those investors does not constitute a related party transaction within the meaning of Chapter 2E of the Corporations Act;
• $(f)$ the terms of the securities: the Shares to be issued to the Allottees will be fully paid ordinary Shares ranking equally in all respects with all other fully paid ordinary Shares then on issue in the Company;
• the intended use of the funds raised: the funds will be used for the purchase of $(a)$ additional equipment for the media and technology divisions of the business, general working capital purposes and for potential acquisitions by the Company.

Interdependence of Resolutions

The Members are advised that Resolutions 1 to 6 form part of a total re-financing proposal for the Company. In the event that the Members do not agree to the approval of Resolution 6, the transactions contemplated by Resolutions 1, 2, 3, 4 and 5 will not proceed. If Resolutions 1 to 6 are not approved, the agreement between Media Entertainment and the Administrators of Swish Group will fail and the Administrators have indicated that they will place Company into liquidation.

DIRECTORS' APPROVALS AND RECOMMENDATIONS

Except for those resolutions in which individual Directors have an interest in the outcome (refer to Voting Exclusion Statements contained in the Notice of Extraordinary General Meeting), your Directors recommend that you vote in favour of all resolutions in order to ensure the provision of adequate financing for the Company, enable the reinstatement of quotation of the securities of the Company on ASX and enable the growth, both organic and via acquisition, of the Company. In regard to those resolutions in which a particular Director has an interest in the outcome, that Director has abstained from making a recommendation on those resolutions.

The Directors believe that all Members should carefully consider all the information set out in this Explanatory Memorandum prior to the date of the Extraordinary General Meeting of the Company.

Cary P. Stynes Managing Director 14 April 2003

ANNEXURE A CAPITAL STRUCTURE IMMEDIATELY FOLLOWING EXTRAORDINARY GENERAL MEETING ASSUMING ALL RESOLUTIONS ARE PASSED AT EXTRAORDINARY GENERAL MEETING

Total Shares at 30 June 2002	37,012,312	13.04%
Resolution 3 - issue of Shares to Media Entertainment	70,000,000	24.68%
Resolution 4 - issue of Shares to Administrators	10,000,000	3.53%
	117,012,312	41.25%
Resolution 5 - conversion of Convertible Notes held by Media Entertainment	166,666,667	58.75%
Total Shares on issue assuming all resolutions are passed at Extraordinary General Meeting	283,678,979	100.00%
Shareholder spread if convertible note not converted
Media Entertainment, a associated with Mr. Cary Stynes and Mr. Peter Crafter	70,000,000	59.82%
Administrator on behalf of creditors and employees	10,000,000	8.55%
Interests associated with Mr. Martin Gardiner (including 1,666,667 Shares in escrow until 22 July 2003)	6,783,314	5.80%
Interests associated with Mr. Wayne Rankin	3,804,441	3.25%
	90,587,755	77.42%
Public/other	26,424,557	22.58%
	117,012,312	100.00%
Shareholder spread if convertible note converted
Media Entertainment, a associated with Mr. Cary Stynes and Mr. Peter Crafter	236,666,667	83.43%
Administrator on behalf of creditors and employees	10,000,000	3.53%
Interests associated with Mr. Martin Gardiner (including 1,666,667 Shares in escrow until 22 July 2003)	6,783,314	2.39%
Interests associated with Mr. Wayne Rankin	3,804,441	1.34%
	257,254,422	90.69%
Public/other	26,424,557	9.31%
	283,678,979	100.00%

Note. The above table does not take into account the potential issue of up to 100,000,000 Shares pursuant to Resolution 6.

ANNEXURE B GLOSSARY OF TERMS

The following definitions apply throughout the Notice of Extraordinary General Meeting and the accompanying Explanatory Memorandum, unless the context requires the contrary:

Administrators means Mr. David Neil Lockwood and Mr. Laurence Fitzgerald of Sims Lockwood (now Horwath) who were appointed as Joint and Several Administrators of The Swish Group Limited on 31 October 2002 pursuant to Section 436A of the Corporations Act.

Associate has the same meaning as in Pt 1.2, division 2 of the Corporations Act.

ASIC means the Australian Securities and Investment Commission which is empowered by the Corporations Act and other legislation to regulate the conduct of Australian corporations and enforce the provisions of the Corporations Act.

ASX means the Australian Stock Exchange Limited.

ASX Listing Rules means the official rules of the ASX as at the date of this Notice of Meeting.

Board means the board of Directors of the Company.

Company means The Swish Group Limited ACN 085 545 973.

Corporations Act means the Corporation Act 2001 (Cth).

Constitution means the Constitution of the Company.

Directors means the Directors of the Company as at the date of this Explanatory Memorandum.

DOCA means the Deed of Company Arrangement executed on 14 January 2003.

Entitlement Time means, in the context of the entitlement of Shareholders to vote, 10.00 am on the date two days prior to the date of the meeting.

Explanatory Memorandum means the Explanatory Memorandum accompanying the Notice of Meeting.

Meeting means a general meeting of Shareholders of the Company to which the Notice of Meeting relates.

Member means a holder of Shares in the Company.

Notice of Meeting means the notice of Extraordinary General Meeting dated 14 April 2003, which this Explanatory Memorandum accompanies.

Planet X means Planet X Group Pty Ltd (ACN 070 381 225).

Proposal means the proposals the subject of the resolutions and proposal means any one of them (as the context requires).

Proxy means a proxy form in the form enclosed with this document which is given by a Member who is eligible to vote at the meeting.

Resolution means a resolution referred to in the Notice of Meeting.

Share means a fully paid ordinary Share in the capital of the Company and voting Share and equity Share has the same meaning.

Shareholder means Member.

Swish Group means The Swish Group Limited (ACN 085 545 973).

Voting Exclusion means, in respect those matters which the ASX Listing Rules require it, that votes will not be considered if they are made by persons who are in a position to benefit from the passing of a resolution. In respect to the Meeting, there are a number of voting exclusions which are specified in detail in the Notice of Extraordinary General Meeting.

Swish Group The Swish Group Limited ABN 93 085 545 973

Proxy Form

All correspondence to:

$JNT$

Abstain*

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 9615 5970 Facsimile 61 8 8236 2305 www.computershare.com

Sole Director and Sole Company Secretary

长夕

$\mathbf{1}$ .

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Director

Director/Company Secretary

Contact Daytime Telephone

Date

Contact Name

Your Address 1

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. 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 securityholder of the company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three 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.

4 Appointment of a Second Proxy

You are entitled to appoint up to two 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 or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities $(a)$ 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.
• $(b)$ return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the 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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing 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 produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 10:00 am on 14 May 2003. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

• by posting, delivery or facsimile to The Swish Group Limited share registry at the address opposite, or
• by delivery or facsimile to the Registered Office of The Swish Group Limited being Level 6

251-257 Collins Street MELBOURNE Victoria 3000

The Swish Group Limited share registry Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Facsimile 61 8 8236 2305