IGNITE LIMITED — AGM Information 2009

Oct 14, 2009

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2009

Notice of aNNUaL General MeetinG

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Ready foR GRowth Clarius Notice of AGM 2009 – Ready for Growth 1

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2009 Notice of aNNUaL General MeetinG

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, 17 November 2009 at 3.00pm.

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 2009.

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 2009 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 Peter Bunting

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

“That Mr Peter Bunting, 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 2 in the notice of meeting.”

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 1,578,490 shares, details of which are set out in the explanatory notes to resolution 4 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 4,687,500 shares, details of which are set out in the explanatory notes to resolution 5 in the notice of meeting.”

Resolution 6: Approval to Exempt from Listing Rule 7.1 Options Issued Under the Employee Share Option Plan in Accordance with Exception 9 of Listing Rule 7.2

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

“That, for the purposes of ASX Listing Rule 7.2, the Company approves, as an exception to the 15% limit in Listing Rule 7.1, the issue from time to time of options to subscribe for ordinary shares in the Company to employees under the Employee Share Option Plan during the three year period commencing from 17 November 2009.”

Resolution 7: Appointment of Auditor

KPMG have consented to act as auditors and they have been nominated by a shareholder.

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

“That KPMG are appointed auditors of the Company”.

Dated 29 September 2009 BY ORDER OF THE BOARD

Special Business – Ordinary Resolutions:

Resolution 3: 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 1,879,705 shares, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting.”

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N J V Geddes Company Secretary

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4 Clarius Notice of AGM 2009 – Ready for Growth

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:

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: +61 2 9290 9655

Resolution 3:

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

Resolution 4:

by Wingrove Park Pty Ltd or any associate of that company (within the meaning of the Corporation Act 2001).

Resolution 5:

by sophisticated investor clients of Patersons Securities Limited or any associate of that company (within the meaning of the Corporation Act 2001).

Resolution 6:

by a director of the entity or any 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.

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, 13th November 2009 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 2009. 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 15 to 22.

Resolution 2: Re-election of Peter Bunting

Peter Bunting LLB, FCA, worked for 30 years in the accounting profession with 16 years as a partner in Deloittes. From 2000 to 2005 he was the Chairman of the Health Insurance Commission, a major Federal Government agency, delivering health programs including Medicare and the PBS. He is a director of several unlisted companies.

Peter has served on the Board since 2004 and is chair of the Clarius Group Audit, Risk and Compliance Committee and a member of the Remuneration and Nominations Committee.

The Board supports the re-election of Mr Peter Bunting.

1. 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:

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Clarius Notice of AGM 2009 – Ready for Growth 5

Resolution 3: Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

On 24 December 2008 as a result of the acquisition of the business of SouthTech Personnel, the Company issued 1,879,705 ordinary shares to Southside Technical Services Pty Ltd at $0.686278 per share. 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 4 and 5 below.

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.

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

On 24 December 2008 as a result of the acquisition of the purchase of the business of JAV IT Pty Ltd, the Company issued 582,854 ordinary shares at $0.686278 per share to Wingrove Park Pty Ltd and on 1 July 2009 as a result of the final settlement of the business of JAV IT Pty Ltd, the Company issued 995,636 ordinary shares at $0.60263 per share to Wingrove Park Pty Ltd. The issued securities rank equally in all respects with the shares already on issue.

Please see the explanation above as to the laws and purpose of this resolution in the explanation of Resolution 3 above.

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

On 2 September 2009 as a result of capital raising to repay existing debt, the Company issued 4,687,500 ordinary shares at $0.64 per share to sophisticated investor clients of Patersons Securities Limited. The issued securities rank equally in all respects with the shares already on issue.

Please see the explanation above as to the laws and purpose of this resolution in the explanation of Resolution 3 above.

Resolution 6: Approval to Exempt from Listing Rule 7.1 Options Issued Under the Employee Share Option Plan

Australian Securities Exchange (‘ASX’) Listing Rule 7.1 prohibits a listed company from issuing or agreeing to issue new securities representing more than 15% of its total ordinary shares during the following 12 month period without shareholder approval.

Exception 9, Listing Rule 7.2, provides that shares or options issued under an employee incentive scheme (e.g. the Employee Share Option Plan) are excluded from this restriction provided that, within three years before the date of issue, the scheme and specifically issues of securities under it has been approved by shareholders in general meeting.

The Company seeks to have options issued under the current Employee Share Option plan excluded from the 15% limit.

This exception allows the Board flexibility to issue further ordinary shares (or options) up to the full 15% limit and without regard to shares (or options) issued under a properly exempted plan, but remains subject to other exceptions to the limit, such as bonus or rights issues.

Provided that the Company’s shareholders approve the potential issue of shares and options under the Employee Share Option Plan for three years after the 2009 Annual General Meeting, those securities will be outside the 15% restriction contained in Rule 7.1.

From time to time the Board examines businesses and companies that may be acquired, at the time of preparing this document, the Board has no plans to issue ordinary shares. Shareholder approval to Resolution 6 will simply give the Board the flexibility afforded by the exception to the 15% rule available under the ASX Listing Rules. The Board can then use this flexibility and use up to 15% of the issued capital excluding options issued under the Employee Share Option Plan for future capital raising or to fund acquisitions.

If Resolution 5 is not passed, the Board will continue to use the Employee Share Option Plan however securities issued under this plan will count towards the 15% restriction.

1. Summary of the terms of the Clarius Group Limited Employee Share Option Plan

The following is a summary of the principal features of the Employee Share Option Plan. For full details of the operation of the Employee Share Option Plan, shareholders should read the Rules of the Employee Share Option Plan. Copies of the Rules of the Employee Share Option Plan are available upon request to the Company Secretary. Words beginning with capital letters as set out in the following summary are defined terms in the Rules of the Employee Share Option Plan.

Employee Share Option Plan

The Employee Share Option Plan (“ESOP”) was primarily introduced as a performance incentive to executives and senior staff. The ESOP came into existence prior to the Company becoming listed and a summary of its terms was contained in the prospectus issued by the Company on 19 November 1996.

Previous Issue of Options

There have been a number of Options granted to employees pursuant to the terms of the ESOP. Details are set out in the Annual Report. The Company plans to periodically issue Options to eligible employees under the ESOP.

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6 Clarius Notice of AGM 2009 – Ready for Growth

Principal Features of the ESOP

• (a) The Company may offer options to Eligible Employees. Each Offer is an invitation for the Eligible Employee to apply for a grant of the number of Options specified in an Offer.

• (b) An Eligible Employee may accept an offer by completing an Application Form by the Closing Date. The Company shall then issue to the Optionholder a certificate describing the grant and setting out the number of Shares for which the Optionholder is entitled to subscribe.

• (c) The Option Price applicable to each Share shall, at the discretion of the Remuneration Committee be equal to either the Market Price immediately prior to the Offering Date (which method is currently employed); or the closing price of the Shares on the ASX on the Closing Date (of the Offer of Options to an Employee).

2. Number of Securities Issued Since Last Approval

9,352,000 options issued over ordinary shares, of which 911,422 options have since lapsed and 4,120,000 forfeited.

The Directors recognise the need to maintain flexibility and recommend that the shareholders approve the exception of shares issued under the ESOP from the 15% limit in Listing Rule 7.1.

Resolution 7: Appointment of Auditor

The Company’s auditor, Mr Roger Wong of WHK Horwath Sydney, has resigned. Pursuant to section 327C of the Corporations Act 2001, the Company must appoint an auditor to fill the vacancy. KPMG have consented to act as auditors of the Company should they be appointed at this meeting.

• (d) Provided Option Hurdles or Exercise Conditions are achieved, an Option, or any part of it, may be exercised by notice to the Company prior to the expiry of the Exercise Period. The notice must include payment of an amount equal to the Exercise Price.

• (e) An Option that has not been exercised shall lapse on the earlier of:

• (i) The Expiry Date.

• (ii) In the event that the Optionholder dies, one year after the death of the Optionholder or of the Option being able to be exercised.

• (iii) One month after the termination of employment of the Optionholder.

• (iv) A determination of the Committee that the Optionholder has acted fraudulently, dishonestly or in breach of their obligations to the Company.

• (v) Liquidation of the Company.

• (f) Under Rule 2 of the ESOP the number of Shares which could be issued by the Company during a five year period shall not exceed 15% of the total number of issued ordinary shares in the capital of the Company as at the Offering Date.

• (g) A Committee appointed by the Board will administer the Plan subject to the Rules.

• (h) The Committee may revoke, add to or vary any of the Rules of the Plan or all or any of the rights or obligations of an Optionholder, provided that, in the reasonable opinion of the Committee, the interests of the Optionholder are not materially prejudiced by such addition or variation.

• (i) A participant has no interest in Shares the subject of his or her Options unless and until those Options are exercised and Shares are allotted or transferred to that participant.

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Clarius Notice of AGM 2009 – Ready for Growth 7

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8 Clarius Notice of AGM 2009 – Ready for Growth

ABN 43 002 724 334 Annual General Meeting Proxy Form

Step 1: Appointment of Proxy

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

If you are not appointing the Chairman of the Meeting as your proxy please write here the The Chairman of the OR full name of the individual or body corporate Meeting (mark with an “X”) (excluding the registered Securityholder) you are appointing as your proxy.

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 at the Annual General Meeting of Clarius Group Limited to be held on Tuesday, 17 November 2009 at 3.00pm at Level 3, The Establishment, 252 George Street, Sydney NSW 2000 and at any adjournment of that meeting, to act 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.

If the Chairman of the Meeting is appointed as your proxy or may be appointed by default and you do not wish to direct your proxy how to vote in respect of a resolution, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called. The Chair intends to vote all undirected proxies in favour of the resolution.

Step 2: Voting Directions to Your Proxy – Please Mark to Indicate Your Directions

Ordinary Business

Resolution For Against Abstain*	Resolution For Against Abstain*	Resolution For Against Abstain*	Resolution For Against Abstain*	Resolution For Against Abstain*	Resolution For Against Abstain*	Resolution For Against Abstain*
1. Adoption of the Remuneration Report
2. Re-election of Peter Bunting as a Director
3. Ratification of Issue of Ordinary Shares Pursuant to ASX Listing rule 7.4
4. Ratification of Issue of Ordinary Shares Pursuant to ASX Listing rule 7.4
5. Ratification of Issue of Ordinary Shares Pursuant to ASX Listing rule 7.4
6. Approval to Exempt from Listing rule 7.1 Options Issued under the Employee Share Option Plan
7. Appointment of Auditor

In addition to the intentions advised above. The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Step 3: Please Sign Here

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director	DirectorCompany Secretary

Contact Name

Contact Business Telephone/Mobile

Date

ABN 43 002 724 334 Annual General Meeting Proxy Form

For all Enquiries Call: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600 Facsimle: +61 2 9290 9655

All Correspondence to: Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

Your Vote is Important

For your vote to be effective it must be recorded before 3.00pm Sunday, 15 November 2009.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must provide an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

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 securities registry or you may copy this form.

STEP 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows: Individual: this form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 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 not later than 48 hours before the commencement of the meeting at 3.00pm on Tuesday, 17 November 2009. Any Proxy Form received after that time will not be valid for the scheduled meeting.

To appoint a second proxy you must:

• (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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.

Proxies may be lodged using the reply paid envelope or:

By Mail: Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia

By Fax: +61 2 9290 9655

• (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the 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.

In Person: Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia