INFOCUS GROUP HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2008

Oct 22, 2008

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N O T I C E O F A N N U A L G E N E R A L M E E T I N G A N D E X P L A N A T O R Y M E M O R A N D U M A N D P R O X Y F O R M

Date of Meeting: Friday 28 November 2008

Time of Meeting: 10.00am (WST)

Place of Meeting:

2 Bell Street Canning Vale Western Australia

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If a Shareholder is in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

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VORTEX PIPES LIMITED

ACN 096 870 978

NOTICE OF ANNUAL GENERAL MEETING

Notice is Hereby Given that the Annual General Meeting of the Shareholders of Vortex Pipes Limited (“ Company ”) will be held at the Company’s office at 2 Bell Street, Canning Vale, Western Australia on 28 November 2008 at 10.00am.

Shareholders should note that Part A of the Explanatory Memorandum defines a number of terms and phrases that are used in this Notice and in the Explanatory Memorandum.

HOW TO VOTE

Voting In Person

To vote in person, attend the Annual General Meeting on the date and at the place set out above. The meeting will commence at 10.00am.

Voting By Proxy

To vote by proxy, please complete and sign the proxy form enclosed and either:

• (a) send the proxy from by facsimile to the Company Secretary on facsimile number (61 8) 9456 3091; or (b) send the proxy form by post to the Company Secretary at PO Box 1753, Canning Vale, Western Australia, 6970,

so that it is received no later than 10.00am (WST) on 26 November 2008. Proxy forms received later than this time will be invalid.

Point at which Voting Rights are Determined

The Corporations Act permits the Company to specify a time not more than 48 hours before the Meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Board of Directors has passed a resolution to the effect that all Shares of the Company that are quoted on the ASX at 5.00pm (WST) on 26 November 2008 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Annual General Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

AGENDA

Consideration of Reports

To receive and consider the Financial Report and the reports of the Directors and the Independent Auditors of the Company for the year ended 30 June 2008.

Unless the Company’s Share Registry has been notified otherwise, shareholders will not be sent a hard copy of the Annual Report. All shareholders can view the Annual Report, which contains the Financial Report for the year ended 30 June 2008 on the website of the Company (www.vortexpipes.com), under “Investor Profile”.

Questions and Comments

Following the consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions about or comment on the management of the Company or to the Independent Auditor.

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Items for Approval

To consider and, if thought fit, to pass the following as an advisory resolution of the Company:

Resolution 1 - Adoption of Remuneration Report

“That, for all purposes, the Remuneration Report forming part of the Directors’ Report for the year ended 30 June 2008 be adopted.”

Please note the vote on this resolution is advisory only, and does not bind the Company or its Directors.

Resolution 2 – Re-election of Director – Mr AM Zuiderwyk

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

“That, Mr AM Zuiderwyk, who retires by rotation in accordance with clause 11.3 of the Constitution, and being eligible, offers himself for re-election, be re-elected.”

Resolution 3 – Re-election of Director – Mr MB Jenkins

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

“That, Mr MB Jenkins, who was appointed during the year to fill a casual vacancy and who retires in accordance with clause 11.12 of the Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for re-election, be re-elected.”

Resolution 4 – Re-election of Director – Mr JT Phillips

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

“That, Mr JT Phillips, who was appointed during the year to fill a casual vacancy and who retires in accordance with clause 11.12 of the Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for re-election, be re-elected.”

Resolution 5 – Issue of shares to a Director

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for a Director, Trevor Adriano Gosatti, or his nominee, to participate in a placement of 3,066,667 fully paid ordinary shares in the capital of the Company at an issue price of $0.075 per share on the terms described in the Explanatory Memorandum which forms part of this Notice of Meeting.”

Voting Exclusion

• The Company will disregard any votes cast on this resolution by Mr Gosatti and by any associate of Mr Gosatti. However, 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 a direction on the proxy form to vote as the proxy decides.

DATED this 24th day of October 2008

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TA Gosatti Managing Director By Order of the Board

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VORTEX PIPES LIMITED

ACN 096 870 978

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting of Vortex Pipes Limited in relation to the Annual General Meeting to be held at the Company’s office at 2 Bell Street, Canning Vale, Western Australia on 28 November 2008 at 10.00am. This Explanatory Memorandum is to be read in conjunction with the Notice of Meeting. Shareholders should note that certain terms and phrases used in this Explanatory Memorandum and in the Notice are defined in Part A of this Explanatory Memorandum.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions. If you are unable to attend, Shareholders are encouraged to complete and submit the Form of Proxy attached to the Notice.

This Explanatory Memorandum consists of the following sections:

Part A Definitions Part B Introduction and Comments on Ordinary Business

PART A: DEFINITIONS

In this Explanatory Memorandum, the following terms have the following meanings:

“ Annual General Meeting ” or “ Meeting ” means the annual general meeting of Shareholders convened by the Notice;

“ ASIC ” means the Australian Securities and Investments Commission;

“ ASX ” means ASX Limited;

“ ASX Listing Rules ” means the listing rules of ASX;

“ Board ” means the directors of the Company;

“ Company ” means Vortex Pipes Limited (ACN 096 870 978);

“ Corporations Act ” means the Corporations Act 2001 (Cth) ;

“ Directors ” means each of Mark Bernard Jenkins, Trevor Adriano Gosatti, Antony Martin Zuiderwyk and John Townley Phillips;

“Group” means Vortex Pipes Limited and its controlled entities;

“Notice” means the Notice of Annual General Meeting dated 28 November 2008;

“ Share ” means a fully paid ordinary share in the Company;

“ Shareholder ” means a person registered in the Company’s register as the holder of a Share; and

“ Vortex ” or “ the Company ” means Vortex Pipes Limited.

PART B: INTRODUCTION AND COMMENTS ON ORDINARY BUSINESS

Financial Statements and Reports

The Corporations Act requires the Financial Report (which includes the Financial Statements, Notes to the Financial Statements and Directors’ Declaration), the Directors' Report and Independent Auditor's Report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or the Company's constitution for Shareholders to approve the Financial Report, the Directors' Report or the Independent Auditor's Report. Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on these reports and the management of the Company.

The Chairman will also give Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the Independent Audit Report;

• (c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by Shareholders that are relevant to the content of the Independent Audit Report or the conduct of the audit. A list of written questions, if any, submitted by Shareholders will be made available at the start of the Meeting and any written answer tabled by the Auditor at the Meeting will be made available as soon as practicable after the Meeting.

Written questions to the Chairman about the management of the Company or to the Company’s auditor may be submitted no later than 5 business days before the Meeting date (ie by 5pm (WST) 21 November 2008) to:

Mr G J Nairn at the Company’s offices at PO Box 1753, Canning Vale, WA 6970 or on fax (08) 9456 3091.

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Resolution 1 - Adoption of Remuneration Report

The Directors’ Report for the year ended 30 June 2008 contains a Remuneration Report which sets out the policy for the remuneration of, and amounts paid to, the Directors and Executives. Resolution 1 seeks Shareholder adoption of the Remuneration Report forming part of the Directors’ Report for the year ended 30 June 2008. The Corporations Act expressly provides that the vote on the Remuneration Report is advisory only and does not bind the Directors of the Company.

The Directors recommend Shareholders vote in favour of this advisory resolution.

Resolution 2 - Re-election of Director – Mr Antony Martin Zuiderwyk

Clause 11.3 of the Company's constitution requires that at each Annual General Meeting one-third of the Directors must retire from office. A Director appointed during the year either to fill a casual vacancy or as an addition to the Directors is not taken into account in determining the Directors who must retire by rotation. Therefore, Mr Antony Martin Zuiderwyk, being the Director who has longest been in office, retires by rotation and being eligible seeks reelection.

The Directors, with Mr Zuiderwyk abstaining, recommend that Shareholders vote in favour of this resolution.

Resolution 3 - Re-election of Director – Mr Mark Bernard Jenkins

Clause 11.12 of the Company's constitution and Listing Rule 14.4 of the ASX Listing Rules requires that a Director appointed during the year by the Directors to either fill a casual vacancy or as an addition to the Directors must retire at the next meeting of Shareholders and seek re-election by Shareholders. Mr Mark Bernard Jenkins, having been appointed as an additional Director pursuant to Clause 11.11 of the Company’s constitution on 1 July 2008, accordingly retires and being eligible seeks re-election.

The Directors, with Mr Jenkins abstaining, recommend that Shareholders vote in favour of this resolution.

Resolution 4 - Re-election of Director – Mr John Townley Phillips

Clause 11.12 of the Company's constitution and Listing Rule 14.4 of the ASX Listing Rules requires that a Director appointed during the year by the Directors to either fill a casual vacancy or as an addition to the Directors must retire at the next meeting of Shareholders and seek re-election by Shareholders. Mr John Townley Phillips, having been appointed as an additional Director pursuant to Clause 11.11 of the Company’s constitution on 1 July 2008, accordingly retires and being eligible seeks re-election.

The Directors, with Mr Phillips abstaining, recommend that Shareholders vote in favour of this resolution.

Resolution 5 – Issue of shares to a Director

On 18 April 2008, the Company announced to ASX that it intended to raise $1,000,000 by way of a placement to institutional investors, one placee being a related party of the Company, Mr Trevor Gosatti (Director). The placement to raise $1,000,000 was subject to Shareholder approval at the General Meeting held on 30 May 2008. As a component of the total placement, Shareholders approved the issue of 3,333,333 shares to Mr Trevor Gosatti, at an issue price of $0.075 per share to raise $250,000.

As Mr Trevor Gosatti is considered to be a related party of the Company, the approval by Shareholders on 30 May 2008 was in accordance with, and for the purposes of, the ASX Listing Rules and Chapter 2E of the Corporations Act.

In accordance with ASX Listing Rules 10.13.3, the issue of 3,333,333 shares were to be issued to Mr Trevor Gosatti by 30 June 2008 at the latest. However, $230,000 of the subscription sum (instead of the originally anticipated amount of $250,000) in respect of the approved issue was not received until after 30 June 2008 and consequently, the issue of the shares could not occur by 30 June 2008.

The amount of $230,000 is presently held by the Company as an interest free loan pending shareholder approval to issue the shares (such approval sought on identical terms as previously).

Mr Trevor Gosatti is still desirous of participating in the share placement. Therefore, Shareholder approval is now sought to issue 3,066,667 shares (instead of the 3,333,333 shares approved by Shareholders on 30 May 2008) at an issue price of $0.075 per share. None of these Shares were issued, and the shares require Shareholder approval once again so as to comply with ASX Listing Rule 10.13.3. For the purposes of Chapter 2E of the Corporations Act, the Board has resolved that Mr Trevor Gosatti’s participation is on arm’s length terms, being on the same terms as all other placees.

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In relation to the announcement the Company made to ASX on 18 April 2008, the total amount of the placement, subject to approval by Shareholders of Resolution 5, will be $980,000 as opposed to $1,000,000.

ASX Listing Rules

ASX Listing Rule 10.11 broadly provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company to a related party. Mr Trevor Gosatti (or his nominees), the subject of Resolution 5, is a related party of the Company by virtue of his Directorship, and consequently Shareholder approval is sought for his participation in the issue of the Placement (as previously approved).

For the purpose of ASX Listing Rule 10.13, the following information is provided:

• (a) the Shares are to be issued to Mr Trevor Adriano Gosatti (or his nominee);

• (b) the maximum number of Shares to be issued under Resolution 5 is 3,066,667 Shares;

• (c) the Shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company’s current issued Shares. The Company intends to seek quotation of all Shares issued on ASX;

• (d) the Shares will be issued at a price of $0.075 per Share, being the same issue price of all Shares issued under the placement and as described pursuant to the original Shareholder approval on 30 May 2008;

• (e) a Voting Exclusion Statement is set out under the resolution in the Notice of Meeting;

• (f) the Shares are expected to be issued immediately after Shareholder approval has been obtained and no later than 28 December 2008; and

• (g) the funds raised from the issue are intended to be used to augment working capital (as announced to the ASX on 18 April 2008).

If Shareholder approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1 for the issue of Shares to the above Director.

The Directors, other then Mr Gosatti, recommend Shareholders vote in favour of this Resolution.

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PROXY FORM

APPOINTMENT OF PROXY VORTEX PIPES LIMITED ACN 096 870 978

I/We

being a Member of VORTEX PIPES LIMITED entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy OR

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting, 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 to be held at 10.00am on 28 November 2008 at the Company’s office at 2 Bell Street, Canning Vale, Western Australia and at any adjournment thereof.

Voting on Business of the Annual General Meeting

For Against Abstain*

Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Mr Antony Martin Zuiderwyk
Resolution	3	Re-election of Mark Bernard Jenkins
Resolution	4	Re-election of John Townley Phillips
Resolution	5	Issue of shares to a Director – Mr Trevor Adriano Gosatti

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is _____%.

Signed this day of 2008

By: Individuals and joint holders Companies (affix common seal if appropriate)

Director Signature Director / Company Secretary Signature Sole Director and Sole Company Secretary Signature

VORTEX PIPES LIMITED ACN 096 870 978

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. directors of the company; or

5. a director and a company secretary of the company; or

6. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

3. To vote by proxy, please complete and sign the proxy form enclosed:

4. (a) send the proxy form by facsimile to the Company on facsimile number (61 8) 9456 3091; or

5. (b) send the proxy form by post to the Company Secretary at PO Box 1753, Canning Vale, Western Australia, 6970,

so that it is received no later than 10.00am (WST) on 26 November 2008. Proxy forms received later than this time will be invalid.