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HARRIS TECHNOLOGY GROUP LIMITED Proxy Solicitation & Information Statement 2007

Jul 26, 2007

65074_rns_2007-07-26_559de3f5-8ef3-415a-86a9-9062c5c1717a.pdf

Proxy Solicitation & Information Statement

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AND REQUIRES YOUR ATTENTION

THIS IS AN IMPORTANT DOCUMENT

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

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Notice is given that an General Meeting of The Swish Group Limited will be held at Level 19, 15 William Street, Melbourne, Victoria on 29 August 2007, commencing at 11.00 am.

This is an important document. Please read it carefully.

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

LETTER TO SHAREHOLDERS

27 July 2007

Dear Shareholder

A General Meeting of the Company will be held at 11.00 am on 29 August 2007 at Level 19, 15 William Street I attach a Notice of General Meeting and Explanatory Memorandum for your consideration.

Resolutions 1 and 2: Ratification of previous issues of Shares and Options.

Resolution 3: Approval for the Board to issue up to 50,000,000 fully paid ordinary shares in the Company by 29 November 2007. The purpose of the proposed share issue is to raise capital for the Company to provide working capital for the Company for the development of the Company’s digital signage, digital music, film and television production and media sales businesses and to finance potential acquisitions.

Enclosed with this letter are:

  1. Notice of General Meeting;

  2. Explanatory Memorandum for Shareholders in relation to the proposal to be put before Shareholders; and 3. Proxy Form.

Shareholders are asked to consider this material in full before drawing any conclusions or determining how they will vote at the General Meeting. It is recommended that Shareholders consider the Resolution to be put to them in light of the details contained in the Explanatory Memorandum.

If you are unable to attend the 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 27 August 2007) to:

The Swish Group Limited share registry Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001

Facsimile number +61 3 9473 2555

Yours faithfully

Cary P. Stynes Managing Director

2

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The General Meeting of the Members of The Swish Group Limited will be held at:

Level 19, 15 William Street Commencing MELBOURNE VIC 3205 11am (AEST) on 29 August 2007

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 General Meeting as soon as possible and return it by facsimile or mail to:

The Swish Group Limited share registry Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001.

Facsimile number +61 3 9473 2555

so that it is received not later than 11am (AEST) on 27 August 2007.

Your proxy form is enclosed.

3

THE SWISH GROUP LIMITED ABN 93 085 545 973

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the Members of The Swish Group Limited (“Company”) will be held at Level 19, 15 William Street, Melbourne on 29 August 2007 at 11.00 am.

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 SPECIAL BUSINESS

Resolution 1 - Ratification of Previous Share and Option Issue

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

“That, in accordance with Listing Rule 7.4, the Members agree to ratify the issue by the Company on 7 May 2007, of 30,000,000 fully paid ordinary Shares in the Company at an issue price of $0.015 (1.5 cents) per Share, (each Share ranking equally in all respects with the presently issued Shares in the Company) and 15,000,000 attaching Options exercisable at $0.02 (2 cents) per Share expiring on 31 January 2010.”

Resolution 2 - Ratification of Previous Share Issue

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

“That, in accordance with Listing Rule 7.4, the Members agree to ratify the issue by the Company on 6 July 2007, of 20,000,000 fully paid ordinary Shares in the Company at an issue price of $0.01 (1 cent) per Share, (each Share ranking equally in all respects with the presently issued Shares in the Company).”

Resolution 3 – Approval for Board to issue further Shares

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

“That, pursuant to Listing Rule 7.1 of ASX Limited, the Directors be authorised to issue by no later than 29 November 2007, up to 50,000,000 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.”

B. 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 27 July 2007

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NOTES:

  1. Further details of the Resolutions in this Notice of General Meeting are contained in the Explanatory Memorandum accompanying this Notice of General Meeting. The Explanatory Memorandum should be read together with, and forms part of this Notice of General Meeting.

  2. All securities of the Company that are quoted securities at 10.00 am Melbourne time on 27 August 2007 are taken, for the purposes of the Meeting, to be held by the persons who held them at that time. Only those persons will be entitled to vote at the General Meeting on 29 August 2007 or at an adjourned meeting.

  3. 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. The representative should bring to the Meeting evidence of their appointment, including any authority under which it is signed.

VOTING EXCLUSION STATEMENTS

VOTING EXCLUSION STATEMENT - RESOLUTION 1

The Company will disregard any votes cast on Resolution 1 by any of the allottees in the subject of Resolution 1 or their associates, 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 any of the allottees in the subject of Resolution 2 or their associates, 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 sophisticated investors (within the meaning of section 708 of the Corporations Act) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, 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.

5

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 General Meeting on 29 August 2007 at 10.00 am 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.

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 A. Unless otherwise stated, all references to sums of money, $ and dollars are references to Australian currency.

This Explanatory Memorandum is dated 27 July 2007.

2. DETAIL OF PROPOSALS

2.1 Ratification of Previous Share and Option Issue (Resolution 1)

On 7 May 2007, the Company issued a total of 30,000,000 Shares to the following sophisticated investors at $0.015 (1.5 cents) per Share and 15,000,000 attaching Options exercisable at $0.02 (2 cents) per Share expiring on 31 January 2010 to provide additional working capital for the further development of the Company’s digital media businesses.

Name of Allottee
Copulos Superannuation Pty Ltd ATF Copulos Provident
Fund
Elinora Investments Pty Ltd
Green Frog Nominees Pty Ltd
Mr. Adrian Michele Wing
Yavern Creek Holdings Pty Ltd
Locope Pty Ltd
Total
Number of
Shares
Number of
Options
10,000,000
5,000,000
7,500,000
3,750,000
6,000,000
3,000,000
2,500,000
1,250,000
2,000,000
1,000,000
2,000,000
1,000,000
30,000,000
15,000,000

Each Share was issued on the same terms and ranks equally in all respects with the existing issued ordinary shares in the capital of the Company.

Under Listing Rule 7.1, the prior approval of Members is required to an issue of securities if the securities will, when aggregated with securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 generally provides that, where a company in a general meeting ratifies an issue of securities, the issue will be treated as having been made with the approval of Members for the purpose of Listing Rule 7.1. The subsequent approval of an issue of shares under Listing Rule 7.4, may only be obtained if the issue did not breach rule 7.1 and the holders of ordinary securities subsequently approve it.

As at the date of the Notice of Meeting and this Explanatory Memorandum, the total number of Shares on issue was 492,104,860, including the 30,000,000 shares issued on 7 May 2007, the subject of Resolution 1.

For the purposes of Listing Rule 7.1, the total number of shares on issue 12 months before the date of issue of the Shares the subject of Resolution 1, plus all permitted issues of securities under Listing Rule 7.1 during that 12 month period was 441,104,860 ordinary shares.

6

Using the formula provided in Listing Rule 7.1, the total number of shares that the Company was permitted to issue taking into account other Share issues made during the preceding 12 months under the 15% rule, prior to the issue of Shares the subject of Resolution 1 on 7 May 2007, was 66,165,729 shares.

As the issue of Shares to sophisticated investors on 7 May 2007 did not exceed this number, the Company now seeks the ratification by the Members, to the issue of Shares to sophisticated investors on 7 May 2007, for the purpose of satisfying all of the requirements of Listing Rule 7.4.

The effect of ratification of the prior issue of Shares to sophisticated investors on 7 May 2007 will be to effectively renew the Company’s capacity to make an issue of securities in the next twelve month period, without the need to obtain Members approval under Listing Rule 7.1. The Company’s ability to issue shares in the next twelve months will nonetheless be subject to the requirement that any issue of shares must not exceed the 15% in 12 months limitation that is prescribed by Listing Rule 7.1, without the approval of the Members.

Board recommendation

The Board recommends that members ratify the previous share issue .

Voting Exclusion Statement - Resolution 1

The Company will disregard any votes cast on Resolution 1 by any of the allottees or their associates listed above, 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.

2.2 Ratification of Previous Share Issue (Resolution 2)

On 6 July 2007, the Company issued a total of 20,000,000 Shares to the following sophisticated investors at $0.01 (1 cent) per Share to provide working capital.

Name of Allottee
RAH STC Pty Ltd
Green Frog Nominees Pty Ltd
Serec Pty Ltd
Total
Number of
Shares
5,000,000
5,000,000
10,000,000
20,000,000

Each Share was issued on the same terms and ranks equally in all respects with the existing issued ordinary shares in the capital of the Company.

Under Listing Rule 7.1, the prior approval of Members is required to an issue of securities if the securities will, when aggregated with securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 generally provides that, where a company in a general meeting ratifies an issue of securities, the issue will be treated as having been made with the approval of Members for the purpose of Listing Rule 7.1. The subsequent approval of an issue of shares under Listing Rule 7.4, may only be obtained if the issue did not breach rule 7.1 and the holders of ordinary securities subsequently approve it.

As at the date of the Notice of Meeting and this Explanatory Memorandum, the total number of Shares on issue was 492,104,860, including the 20,000,000 shares issued on 6 July 2007, the subject of Resolution 2.

7

For the purposes of Listing Rule 7.1, the total number of shares on issue 12 months before the date of issue of the Shares the subject of Resolution 2, plus all permitted issues of securities under Listing Rule 7.1 during that 12 month period was 441,104,860 ordinary shares.

Using the formula provided in Listing Rule 7.1, the total number of shares that the Company was permitted to issue taking into account other Share issues made during the preceding 12 months under the 15% rule, prior to the issue of Shares the subject of Resolution 2 on 7 May 2007, was 66,165,729 shares.

As the issue of Shares to sophisticated investors on 6 July 2007 did not exceed this number, the Company now seeks the ratification by the Members, to the issue of Shares to sophisticated investors on 6 July 2007, for the purpose of satisfying all of the requirements of Listing Rule 7.4.

The effect of ratification of the prior issue of Shares to sophisticated investors on 6 July 2007 will be to effectively renew the Company’s capacity to make an issue of securities in the next twelve month period, without the need to obtain Members approval under Listing Rule 7.1. The Company’s ability to issue shares in the next twelve months will nonetheless be subject to the requirement that any issue of shares must not exceed the 15% in 12 months limitation that is prescribed by Listing Rule 7.1, without the approval of the Members.

Board recommendation

The Board recommends that members ratify the previous share issue .

Voting Exclusion Statement - Resolution 2

The Company will disregard any votes cast on Resolution 2 by any of the allottees or their associates listed above, 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.

2.3 Approval for Board to issue further Ordinary Shares (Resolution 3)

The Company seeks approval for the Directors to issue by no later than 29 November 2007, up to 50,000,000 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 1 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 prescribed by Listing Rule 7.1, without the approval of the Members.

8

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 9.2% of the expanded total Share capital in the Company following the Share issue.

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:

  • a) the maximum number of securities to be issued: a maximum of 50,000,000 Shares may be issued to the Allottees;

  • b) the date by which the securities will be issued: no later than 29 November 2007;

  • c) the date by which the securities will be allotted: no later than 29 November 2007;

  • d) the issue price of securities: the minimum 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 29 November 2007, 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;

  • g) the intended use of the funds raised: the funds will be used to finance potential acquisitions and to provide additional working capital for the Company;

  • h) voting exclusion statement: The Company will disregard any votes cast on Resolution 1 by sophisticated investors (within the meaning of section 708 of the Corporations Act) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, who are excluded from voting and any associate of those persons, except as permitted by the paragraph above headed ‘Permitted Exception to Voting Exclusion’.

DIRECTORS' APPROVALS AND RECOMMENDATIONS

The Directors recommend that Shareholders vote in favour of those Resolutions in which they do not have an interest in the outcome. No recommendations are made in regard to those Resolutions in which a particular Director has an interest (refer to Voting Exclusion Statements contained in the Notice of Meeting).

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

Cary P. Stynes Managing Director 27 July 2007

9

ANNEXURE A GLOSSARY OF TERMS

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

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 Corporations 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.

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.

Listing Rule means a rule of the ASX Listing Rules.

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 General Meeting dated 27 July 2007, which this Explanatory Memorandum accompanies.

Option means an Option to purchase one fully paid ordinary Share in the capital of the Company.

Proposal means the Proposal the subject of the Resolution 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 General Meeting.

10

All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2555 www.computershare.com

000001 000 1301011221012102012221332120133322113 SWG MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Securityholder Reference Number (SRN)

I1234567890

I 1234567890 I ND

I/We being a member/s of The Swish Group Limited and entitled to attend and vote hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of The Swish Group Limited to be held at Level 19, 15 William Street, Melbourne on 29th August 2007 at 11.00 am and at any adjournment of that meeting.

For Against

Item 1 Ratification of Previous Share and Option Issue

Item 2 Ratification of Previous Share Issue

Item 3 Approval for Board to issue further Shares

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.

SWG

1 4 P R

SWG_WIP_090315/000001/000001/i

How to complete the Proxy Form

1 Your Address

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.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. 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. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

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

  • (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half 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 securityholders 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 a corporate Securityholder or proxy 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 or at www.computershare.com .

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 11.00 am on 29th August 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged: IN PERSON Share Registry - Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067 Australia BY MAIL Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia BY FAX 61 3 9473 2555