IGNITE LIMITED — AGM Information 2008

Sep 29, 2008

Notice of ANNuAl GeNerAl MeetiNG 2008

clarius Group limited

ABN 43 002 724 334

Notice of ANNuAl GeNerAl MeetiNG 2008 to be held at 3 p.m. on tuesday, 28 october 2008, at level 3, the establishment, 252 George Street, Sydney NSW 2000

registered office: level 5 255 George Street GPo Box 4231 SYDNeY NSW 2001 telephone: (02) 9252 1933 facsimile: (02) 9252 0188

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Notice of Meeting

The Annual General Meeting (‘the Meeting’) of Clarius Group Limited (‘the Company’) will be held at Level 3, The Establishment, 252 George Street, Sydney NSW, 2000 on Tuesday 28 October 2008 at 3 p.m.

Ordinary Business

Consideration of Financial Report

To consider the Financial Report and the reports of the Directors and Auditor for the year ended 30 June 2008.

No resolution is required to be considered by Members under the Corporations Act or the Company’s Constitution.

Remuneration Report

Resolution 1: Remuneration Report (non-binding)

To consider and put to a non-binding vote the following resolution:

“That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors’ Report of the Company, for the year ended 30 June 2008 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting.”

Re-Election of Directors and other Resolutions

Resolution 2: Re-Election of Penelope Morris

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

“That Ms Penelope Morris, who retires by rotation in accordance with Clause 6.3 of the Company’s Constitution and being eligible, offers herself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 2 in the notice of meeting.”

Resolution 5: Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

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

“That, in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 442,670 fully paid ordinary shares in the capital of the Company, to vendors of EL Consult, details of which are set out in the explanatory notes to resolution 5 in the notice of meeting.”

Resolution 6: Approval of Issue of Options to Managing Director in accordance with Listing Rule 10.11

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

“That approval be given pursuant to ASX Listing Rule 10.11 and Clause 2.1 of the Constitution of the Company for the issue of 1,000,000 unlisted options over ordinary shares at a nil issue price and an exercise price of $1.18 determined pursuant to a formula to Diana Eilert, details of which are set out in the explanatory notes to resolution 6 in the notice of meeting.”

Dated 23 September 2008

BY ORDER OF THE BOARD

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N J V Geddes Company Secretary

Resolution 3: Re-Election of Lawrence Gibbs

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

“That Mr Lawrence Gibbs, who retires by rotation in accordance with Clause 6.3 of the Company’s Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting.”

Special Business

– Ordinary Resolutions:

Resolution 4: Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

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

“That, in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 185,654 fully paid ordinary shares in the capital of the Company, to Southside Technical Services Pty Ltd, details of which are set out in the explanatory notes to resolution 4 in the notice of meeting.”

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Voting Exclusion Statements

In accordance with Australian Securities Exchange Listing Rule 7.3.8, the Company makes the following statement:

The Company will disregard any votes cast on:

Resolution 4:

by Southside Technical Services Pty Ltd or any associate of that Company (within the meaning of the Corporation Act 2001).

Resolution 5:

by EL Consult or any associated company (within the meaning of the Corporation Act 2001).

Resolution 6:

by Ms Diana Eilert or any of her associates (within the meaning of the Corporations Act 2001).

However, the entity need not disregard a vote if:

• 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

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

General Notes

1. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the Member’s behalf. If the Member is entitled to cast two or more votes at the meeting, the Member may appoint not more than two proxies to attend and vote on the Member’s behalf.

2. If a Member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the Member’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a Member of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the Member or the Member’s attorney duly authorised in writing. If the Member is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery or fax:

Clarius Group Limited C/- Registries Limited

Street address:

Level 7, 207 Kent Street, Sydney NSW 2000

Mailing address: GPO Box 3993, Sydney NSW 2001 Fax: 1300 653 459 (within Australia) Fax: + 61 2 9279 0664 (outside Australia)

provided that Members who forward their proxy forms by fax are required to make available the original executed form of the proxy for production, if called upon at the meeting to do so.

1. A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company’s Members. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

2. For the purposes of the Annual General Meeting, persons on the register of Members as at close of business on Friday 24 October 2008 will be treated as Members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

Explanatory Notes

Resolution 1: Adoption of the Remuneration Report

Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption by way of a non-binding resolution its Remuneration Report for the year ended 30 June 2008. At the meeting there will be a reasonable opportunity for discussion of the report.

The Remuneration Report is a distinct section of the annual Director’s Report which deals with the remuneration of Directors and Executives (which includes Senior Management) of the Company. The Remuneration Report can be located in the Company’s Annual Report on pages 23-27.

Resolution 2: Re-Election of Penelope Morris

Ms Morris has served on the Board since 2005.

Details of Ms Morris’ background and experience are set out in the Annual Report on page 19.

The Board supports the re-election of Ms Penelope Morris.

Resolution 3: Re-Election of Lawrence Gibbs

Mr Gibbs has served on the Board since 2001.

Details of Mr Gibbs’ background and experience are set out in the Annual Report on page 18.

The Board supports the re-election of Mr Lawrence Gibbs.

Resolution 4: Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

On 17 December 2007 as a result of the acquisition of the business of SouthTech Personnel Pty Ltd, the Company issued 185,654 ordinary shares at $2.37 per share to Southside Technical Services Pty Ltd. The issued securities rank equally in all respects with the shares already on issue.

Please note that the following explanation as to the laws and purpose of this resolution also relates to Resolution 5.

ASX Listing Rule 7.1 imposes a cap on the number of shares that a company may issue within a 12 month period without Shareholder approval. The cap is 15% of the Company’s capital at the beginning of the 12 month period. ASX Listing Rule 7.4 provides that an issue of equity securities made without Shareholder approval under Listing Rule 7.1 is treated as having been made with Shareholder approval for the purposes of Listing Rule 7.1 if the holders of ordinary securities subsequently approve it, and the issue did not breach Listing Rule 7.1. The issue of the aforementioned shares did not breach any Listing Rules.

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In order to restore the Company’s 15% placement capacity, it is proposed that the Members ratify the aforementioned issue of ordinary shares. Ratification provides the Company with flexibility in capital management and allows the Company to make further acquisitions if the opportunities arise.

Resolution 5: Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

On 30 May 2008 as a result of the completion of the earn out of EL Consult, the Company issued 442,670 ordinary shares at $1.839 per share to the vendors listed below. The issued securities rank equally in all respects with the shares already on issue save for a trading lock subject until 14 April 2009.

Please see the explanation above as to the laws and purpose of this resolution in the explanation of Resolution 4.

Person to whomShares were Issued	Numberof Shares	Purpose/Use of Funds
NLP / Alfred John Chown	196,936	Completion of the earn out
Grant Montgomery	68,966	Completion of the earn out
Emily Foo	39,939	Completion of the earn out
Montpellier / Christian	110,307	Completion of the earn out
KC GanLlewellyn & Associates Pty Ltd(Richard Llewellyn)Llewellyn & Associates Pty Ltd(John Arundell)	17,0365,2174,239	Completion of the earn outCompletion of the earn outCompletion of the earn out

Resolution 6: Issue of Options to Managing Director

Diana Eilert was appointed Managing Director in August 2007. It is the Board’s view that the best method of retention of key talent, like Diana, is through a strong linkage between shareholder returns and executive rewards.

At the 2007 Annual General Meeting of the Company held on 29 November 2007, the shareholders approved an initial issue of 2,100,000 options to Diana at a strike price of $3.30. As part of an annual review of the remuneration in place for the Managing Director the Board is recommending a further issue of options to Diana as per the following.

As Diana Eilert is Managing Director of the Company, ASX Listing Rule 10.11 requires shareholder approval to issue her with options. If shareholder approval is given under Listing Rule 10.11, shareholder approval is not required under Listing Rule 7.1.

The options will be issued for nil consideration.

The Board is recommending that Members approve an issue of 1,000,000 options over fully paid ordinary shares in the capital of the Company to the Managing Director at an exercise price of $1.18, which was the closing price of Clarius Group shares on 1 July 2008. The grant of these options will take place within one month of the AGM, i.e. before 28 November 2008. The options will expire in 7 years from grant. Exercise is conditional upon achievement of performance hurdles. This Option Plan includes inter alia the following provisions relating to the exercise conditions and exercise price of the options. Once the options are exercised the securities will rank equally in all respects with the shares already on issue:

Subject to discretion of the Board in certain circumstances, Options issued to the Managing Director pursuant to this Agreement will be exercisable by the Executive in the following circumstances:

• (i) one third of the total number of Options issued (‘First Tranche of Options’) may be exercised by the Executive at any time after the third anniversary of the Issue Date, provided that the performance hurdle for the First Tranche of Options has been satisfied;

• (ii) one third of the total number of Options issued (‘Second Tranche of Options’) may be exercised by the Executive at any time after the fourth anniversary of the Issue Date, provided that the performance hurdle for the Second Tranche of Options has been satisfied and;

• (iii) one third of the total number of Options issued (‘Third Tranche of Options’) may be exercised by the Executive at any time after the fifth anniversary of the Issue Date, provided that the performance hurdle for the Third Tranche of Options has been satisfied.

Performance Hurdles

The performance hurdle for the First Tranche of Options will be the closing price of Clarius Group Limited Shares on ASX as at the Issue Date having outperformed, at any time after 12 months from the Issue Date, by more than the percentage by which the ASX 300 Share Price Index as at the first anniversary of the Issue Date has performed (‘First ASX 300 Performance’), in comparison to the level of the ASX 300 Share Price Index as at the Issue Date, plus 10% of the First ASX 300 Performance (‘First Clarius Price Performance’). The First Clarius Price Performance must be sustained for at least 10 Trading Days during any period for 20 sequential Trading Days at any time after the date being 12 months from the Issue Date until the Expiry Date.

The performance hurdle for the Second Tranche of Options will be the closing price of Clarius Group Limited Shares on ASX as at the Issue Date having outperformed, at any time after 24 months from the Issue Date, by more than the percentage by which the ASX 300 Share Price Index as at the second anniversary of the Issue Date has performed (‘Second ASX 300 Performance’), in comparison to the level of the ASX 300 Share Price Index as at the Issue Date, plus 10% of the Second ASX 300 Performance (‘Second Clarius Price Performance’). The Second Clarius Price Performance must be sustained for at least 10 Trading Days during any period of 20 sequential Trading Days at any time after the date being 24 months from the Issue Date until the Expiry Date.

The performance hurdle for the Third Tranche of Options will be the closing price of Clarius Group Limited Shares on ASX as at the Issue Date having outperformed, at any time after 36 months from the Issue Date, by more than the percentage by which the ASX 300 Share Price Index as at the third anniversary of the Issue Date has performed (‘Third ASX 300 Performance’), in comparison to the level of the ASX 300 Performance (‘Third Clarius Price Performance’). The Third Clarius Price Performance must be sustained for at least 10 Trading Days during any period of 20 sequential Trading Days at any time after the date being 36 months from the Issue Date until the Expiry Date.

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