IGNITE LIMITED — AGM Information 2010

Oct 14, 2010

Clarius Group 2010 Notice Of Annual General Meeting Building Momentum To be held at 3.00pm on Monday, 15 November 2010 at Level 3, The Establishment, 252 George Street, Sydney NSW 2000

Registered Office: Level 9 20 Hunter Street GPO Box 4231 SYDNEY NSW 2001 Telephone +612 9252 1933 Facsimile +612 9235 2709

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Notice is hereby given that the Annual General Meeting (“the Meeting”) of Clarius Group Limited (“the Company”) will be held at 3.00pm on Monday 15 November 2010 at Level 3, The Establishment, 252 George Street, Sydney NSW 2000.

Ordinary Business

Consideration of Financial Report

To consider the Financial Report and the reports of the Directors and Auditors for the year ended 30 June 2010.

Neither the Corporations Act 2001 nor the Company’s Constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.

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 2010 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting.”

Re-election of Director

Resolution 2: 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 sent out in the explanatory notes to resolution 2 in the notice of meeting.”

BY ORDER OF THE BOARD

Explanatory Notes

This Explanatory Memorandum has been prepared for the shareholders of Clarius Group Limited to provide information about the items of business to be considered at the Annual General Meeting of shareholders to be held on Monday 15 November 2010. Shareholders are encouraged to read this document in full.

All of the resolutions to be voted on are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by shareholders entitled to vote on the resolution in order for it to be carried.

If appropriate, and if time permits, the Chairman will discuss key issues raised by shareholders prior to the meeting and will invite questions and comments from shareholders on these key issues and any other matters that shareholders would like to raise at the Meeting.

Shareholders will also be able to ask questions of KPMG, Clarius Group Limited’s external auditor.

In addition, a reasonable opportunity will be given to members present at the Meeting to ask the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor.

If you have an issue or question that you would like discussed at the Meeting, or would like to submit a written question to KPMG before the Meeting, please send your issue or question to the Company Secretary ngeddes@austcosec.com.au

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 2010.

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 19-26. This is available online at www.clarius.com.au under Investor Centre.

N J V Geddes Company Secretary

Clarius Notice of AGM 2010 – Building Momentum

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Resolution 2: Re-election of Lawrence Gibbs

Pursuant to the Constitution and ASX Listing Rules, Mr Gibbs will retire by rotation and seeks re-election.

Lawrence Gibbs is currently Managing Director of BG Capital Corporation Limited, an independent investment banking firm. Lawrence was previously Executive Director and Head of Investment Banking at Burdett Buckeridge & Young Limited, a well known Australian stockbroking and investment banking firm. He has 35 years experience in the financial services industry, including senior executive positions in funds management, corporate advisory, investment banking and stockbroking. Lawrence is a director of several private investment companies. Lawrence holds a Bachelor of Economics degree and is a member of the Australian Institute of Company Directors.

Lawrie has served on the Board since 2001 and is the Chairman of the Board and a member of the Clarius Group Board Audit, Risk and Compliance Committee and the Board Remuneration and Nominations Committee.

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

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:

Computershare Investor Services Pty Limited

Street address:

Level 4, 60 Carrington Street, Sydney NSW 2000 Mailing address: GPO Box 242, Melbourne VIC 3001 Fax: (within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555

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.

For custodians – who are subscribers of Intermediary Online, please submit your votes electronically via www.intermediaryonline.com

1. A corporate shareholder entitled to attend and vote at the meeting may appoint a body corporate representative to attend and vote for the shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

Clarius Group Limited will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the Meeting.

1. For the purposes of the Annual General Meeting, persons on the register of members as at 7.00pm on Friday 12 November 2010 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.

Clarius Notice of AGM 2010 – Building Momentum

The theme for the 2010 Annual Report – “Building Momentum” is a reflection of the efficiencies we have gained as a business over the financial year. These efficiencies together with our own business trend indicators, pointing to improving demand for our services, are building momentum for the business to take advantage of any sustained upturn in market conditions and put us on track for profit growth.

The vibrant and upward trending curves featured throughout the report represent the primary brand colours of each of the Group’s specialist brands. It symbolises each specialist brand working collectively to capture the benefits of an improving market.

As part of Clarius Group’s ongoing commitment to the environment, we aim to ensure we conserve resources, use energy efficient equipment, recycle and act to reduce our environmental impact wherever possible.

The Clarius Group 2010 Notice of AGM is printed on Monza Recycled stock which contains 55% recycled fibre (25% post consumer and 30% pre consumer) and 45% elemental chlorine free pulp. All virgin pulp is derived from well-managed forests and controlled sources. It is manufactured by an ISO 14001 certified mill.

www.clarius.com.au

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Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 CND MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 3pm (AEDT) Saturday 13 November 2010

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Clarius Group Limited hereby appoint

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the Chairman of the Meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 Annual General Meeting of Clarius Group Limited to be held at Level 3, The Establishment, 252 George Street, Sydney NSW 2000 on Monday 15 November 2010 at 3.00pm and at any adjournment of that meeting.

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Items of Business

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

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• 1 Adoption of the Remuneration Report

• 2 Re-election of Lawrence Gibbs

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

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Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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