INVESTSMART GROUP LIMITED — AGM Information 2007

Nov 12, 2007

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Fat Prophets Australia Fund Limited ACN 111 772 359 (“ FPAFL ” or the “ Company ”) will be held on Friday 14[th] December 2007 at 10.30am at the Pacific Room, Wesley Centre located at 220 Pitt Street in Sydney New South Wales (“ AGM ”).

ORDINARY BUSINESS

The accompanying Explanatory Notes describe the proposed resolutions in detail.

1. Chairman’s Address

The Chairman will report on the Company’s results and activities during the year ended 30 June 2007.

2. Financial Statements and Reports for the year ended 30 June 2007

To receive and consider the financial report of the Company for the year ended 30 June 2007 and the reports of the Directors and the auditor.

3. Adoption of Remuneration Report

Resolution 1

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

That the Remuneration Report contained in the Fat Prophets Australia Fund Limited 2007 Annual Report be adopted

4. Re-election of Director – Mr Robert Bolton

Resolution 2

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

That Robert Bolton, who retires in accordance with the Company’s constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company

Defined Terms

Terms used in this Notice of Annual General Meeting shall have the same meaning as defined in the Explanatory Notes accompanying this Notice of Annual General Meeting.

Other Information

The Explanatory Notes accompany and form part of this Notice of Annual General Meeting.

Voting by Proxy

Any Shareholder of the Company entitled to attend and vote at this AGM is entitled to appoint a proxy to attend and vote instead of that Shareholder.

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The proxy does not need to be a Shareholder. A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

Proxies must be:

(a) lodged at the Company’s share register; or

• (b) received at the share register’s fax number specified below,

not later than 48 hours before the General Meeting i.e. 10.30am (Sydney time) on 12[th] December 2007.

The Company’s share register: Registries Limited Level 2 28 Margaret Street Sydney NSW 2000 Postal address: Registries Limited PO Box R67 Royal Exchange NSW 1223 Fax number: (02) 9279 0664

A form of proxy is provided with this notice.

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the AGM all Shares will be taken to be held by the persons who, according to records of the Company’s share registrar, held them as registered Shareholders at 7:00pm (Sydney time) on 13[th] December 2007. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Dated this 9[th] day of November 2007

By order of the Board of Directors

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Clare Porta Company Secretary

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Explanatory Notes to Accompany Notice of Annual General Meeting

These Explanatory Notes are intended to provide Shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting of the Company. The Directors of the Company recommend Shareholders read these Explanatory Notes in full before making any decision in relation to the resolutions.

If you have any queries regarding the contents of these Explanatory Notes or in relation to the Annual General Meeting, please contact the Company Secretary, Clare Porta, on (02) 8258 0015.

If you do not fully understand the contents of these Explanatory Notes you should consult your financial or legal adviser for assistance.

Resolution 1. Adoption of Remuneration Report

The Board of FPAFL is submitting the Remuneration Report to Shareholders for consideration and adoption by way of a non-binding resolution. This resolution is put to Shareholders in accordance with section 250R(2) of the Corporations Act .

A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM.

The outcome of this resolution is advisory only and is not binding on the Company or the Directors. However, the Directors will consider the outcome of the vote when reviewing the remuneration practices and policies of the Company.

The Remuneration Report is set out on pages 26 and 27 of the FPAFL Annual Report for 2007.

The Remuneration Report explains the Company’s policies in relation to the nature of remuneration paid to the Directors and sets out remuneration details for each Director for the financial year ended 30 June 2007.

Resolution 2. Re-election of Director – Mr Robert Bolton

The ASX Listing Rules and the constitution of the Company require each Director to be reelected every three years and also that an election of Directors be held each year.

Robert Bolton is a current Director of the Company who is retiring and, being eligible, seeking re-election in accordance with the Company’s constitution.

Information relating to experience and qualifications of Robert Bolton is detailed below.

Robert Bolton

Independent Non-Executive Chairman

Bachelor of Engineering (civil), MBA, GAICD Age 47

Robert has over 22 years of executive management and project management experience in the construction, mining, IT, financial services and consulting sectors.

In 1996 Robert founded “Probative Solutions” to provide innovative constraint management solutions. More recently he has led a number of business development teams in start-up environments in roles encompassing innovative business and project turnaround often in an interim executive and director capacity. Robert is a leading Australian advocate of the Theory of Constraints (TOC) approach to management.

He holds a Bachelor of Engineering (Civil) from the University of Sydney, an MBA from Ashridge Management College United Kingdom and is a graduate member of the Australian Institute of Company Directors (AICD).

Robert became a Non-Executive Director and Chairman of the Company in January 2005. He is a member of the Audit Committee.

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Recommendation of Directors regarding the Resolutions

The Board of the Company presently comprises Robert Bolton, Bruce Holman, Andrew Brown and Angus Geddes.

Except where Directors have specifically declined to make a recommendation in relation to a specific Resolution (refer below), the Directors recommend that Shareholders vote in favour of each of the Resolutions.

Given Resolution 2 relates to the re-election of Robert Bolton as a Director of the Company, Robert Bolton is not making a recommendation in relation to this resolution.

Definitions

Board means the Board of Directors.

Company means Fat Prophets Australia Fund Limited (ACN 111 772 359).

Directors means Robert Bolton, Bruce Holman, Andrew Brown and Angus Geddes.

FPAFL means Fat Prophets Australia Fund Limited (ACN 111 772 359) or the Company.

Share means an ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

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All correspondence to: Registries Limited P O Box R67 Royal Exchange, Sydney NSW 1223 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registriesltd.com.au registries@registriesltd.com.au

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PROXY FORM

FAT PROPHETS AUSTRALIA FUND LIMITED ACN 111 772 359 Annual General Meeting Proxy Form

Mr xxxxxxx xxxxxxxxxx xxxxxxxxx

S00013714240 S00013714240

Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page.

I/We being a shareholder/shareholders of Fat Prophets Australia Fund Limited pursuant to my/our right to appoint not more than two proxies, appoint

The Chairman of the Write here the name of the person you are  Meeting OR appointing if this person is someone other than (mark with an “X”) the Chairman of the Meeting. or failing him/her Write here the name of the other person you are appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at the Pacific Room, Wesley Centre, 220 Pitt Street, Sydney NSW on Friday 14 December 2007 at 10:30am and at any adjournment of that meeting.

This proxy is to be used in respect of

% of the ordinary shares I/we hold.

The Chairman of the Meeting intends to vote undirected proxies in favour of all resolutions.

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 as your proxy in respect of a resolution, please place a mark in the box.

By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that 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 on the resolution.

Voting directions to your proxy – please mark  to indicate your directions

RESOLUTION	RESOLUTION	For	Against	Abstain
				*
1.	That the Remuneration Report contained in the Fat Prophets Australia Fund Limited 2007 Annual Report be adopted			
2.	ThatRobertBoltonbere-elected as aDirectorofthe Company			

• 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.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Director Dated this	Individual or Shareholder 1 Director Dated this		Joint Shareholder 2 Director / Company Secretary day of	Joint Shareholder 2 Director / Company Secretary day of	Joint Shareholder 3
Dated this
	Contact Name

Contact Business Telephone / Mobile

Annual General Meeting Proxy Form

Fat Prophets Australia Fund Limited ACN 111 772 359

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Your pre-printed name and address is as it appears on the share register of Fat Prophets Australia Fund Limited. If you are Issuer Sponsored and this information is incorrect, please mark the correction on the form, sign it and return it to Registries Limited. Shareholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

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

3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.

4. A proxy need not be a shareholder of the Company.

5. 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.

6. If a representative of a company shareholder is to attend the Annual General Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Annual General Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

7. If a representative as Power of Attorney of a shareholder is to attend the Annual General Meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. 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 shareholders should sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

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.

1. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 10.30am on 12 December 2007 (48 hours before the commencement of the Annual General Meeting). Any Proxy Form received after that time will not be valid for the scheduled Annual General Meeting.

Hand deliveries

Postal address:

Fax number:

Registries Limited Level 2 28 Margaret Street Sydney NSW 2000

Registries Limited PO Box R67 Royal Exchange NSW 1223

(02) 9279 0664