IONDRIVE LIMITED — AGM Information 2006

Oct 25, 2006

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Southern Gold Limited will be held at the National Wine Centre, Cnr Hackney Road and Botanic Road, ADELAIDE SA, 5000 on Tuesday 28^th November 2006 at 11,00 am

Ordinary Business

Financial Report

To receive and consider the Company's financial statements and independent audit report for the year ended 30 June 2006.

Resolution 1. Remuneration Report

To approve the Remuneration Report contained in the Directors Report for the year ended 30 June 2006.

Resolution 2. Election of a Director

Mr John Alexander Anderson retires as a Director in accordance with the Company's Constitution and being eligible, offers himself for re-election.

Other Business

Resolution 3. Employee Share Option Plan

To approve the adoption of an Employee Share Option Plan The Company will disregard any votes cast on this resolution by any director or employee of the Company or any of their associates.

However the company will 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 a person chairing the meeting as proxy for a person who is entitled to vote in $\blacksquare$ accordance with a direction on the proxy form to vote as the proxy decides

Resolution 4. Ratification of an issue of shares

That for the purpose of Listing Rule 7.4 of the listing rules of the Australian Stock Exchange, and for all other purposes the issue of 250,000 ordinary shares in the capital of the Company on 20 February 2006, in accordance with the attached Explanatory Memorandum, be approved.

The Company will disregard any votes cast on this resolution by Dominion Gold Operations Pty Ltd or any associate of that entity.

However the company will 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 a 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.

Resolution 5. Ratification of an issue of shares and options

That for the purpose of Listing Rule 7.4 of the listing rules of the Australian Stock Exchange. and for all other purposes the issue, on 15 May 2006, of 75,000 ordinary shares in the capital of the Company, and 400,000 options to acquire fully paid ordinary shares at 35 cents per share by 30 June 2010, in accordance with the attached Explanatory Memorandum, be approved.

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The Company will disregard any votes cast on this resolution by Axis Financial Group (Australia) Limited or any associate of this entity. However the company will not disregard a vote if:

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

Resolution 6. Ratification of an issue of options

That for the purpose of Listing Rule 7.4 of the listing rules of the Australian Stock Exchange, and for all other purposes the issue, on 15 May 2006, of 1,500,000 options to acquire fully paid ordinary shares at 35 cents per share by 30 June 2010, in accordance with the attached Explanatory Memorandum, be approved.

The Company will disregard any votes cast on this resolution by Taycol Nominees Pty Ltd or any associate of that entity.

However the company will 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 a 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.

Ratification of an issue of shares Resolution 7.

That for the purpose of Listing Rule 7.4 of the listing rules of the Australian Stock Exchange. and for all other purposes, the issue of 4,500,000 ordinary shares in the capital of the Company announced on 18 October 2006, in accordance with the attached Explanatory Memorandum, be approved.

The Company will disregard any votes cast on this resolution by those clients of Taylor Collison Limited who participated in the issue or any of their associates. However the company will 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 a 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.

Resolution 8. Approval for an issue of shares

That for the purpose of Listing Rule 7.3 of the listing rules of the Australian Stock Exchange, and for all other purposes, the issue of 8,000,000 ordinary shares in the capital of the

Company announced on 24 October 2006, in accordance with the attached Explanatory Memorandum, be approved.

The Company will disregard any votes cast on this resolution by Talbot Group Holdings, CITIC Resources Australia Pty Ltd or any associate of these entities. However the company will 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 a 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.

Resolution 9. Approval of the issue of options for Mr Stephen Biggins

That for the purpose of Listing Rule 10.11 of the listing rules of the Australian Stock Exchange, and for all other purposes the Company approves the issue to the Managing Director, Mr Stephen Biggins, of 1,000,000 options to acquire ordinary shares in the company, in accordance with the attached Explanatory memorandum, at an exercise price of 50 cents per share.

The Company will disregard any votes cast on this resolution by Mr Stephen Biggins or any associate of Mr Biggins.

However the company will 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 a 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.

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By order of the Board

M R Billing Company Secretary Dated this 25^th Day of October 2006

Voting Entitlements

Pursuant to the Corporations Regulations 2001.7.11.37 made pursuant to Section 1074E(2)(g) of the Corporations Act 2001, the Directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the share register at close of business on 26 November 2006.

Proxies

A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The Proxy form must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, located at Level 5, 115 Grenfell Street, Adelaide SA 5000 or at the Company's registered office, 58 North Terrace, Kent Town SA 5067, or by facsimile to Computershare on 61 8 8236 2305 or to the Company on 61 8 8132 0199 not later than 48 hours before the commencement of the meeting.

SOUTHERN GOLD LIMITED ACN 107 424 519 EXPLANATORY MEMORANDUM

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This Explanatory Memorandum has been prepared to assist shareholders in consideration of resolutions proposed for the Annual General Meeting of the Company to be held on 28 November 2006 at The National Wine Centre, cnr Hackney & Botanic Roads, ADELAIDE, SA commencing at 11.00am.

it should be read in conjunction with the Notice of Annual General Meeting.

Resolution 3 - Employee Share Option Plan

Resolution 3 seeks approval for the establishment of a Plan to assist with the attraction and retention of employees of the Company.

It is intended that the Plan will be excluded from ASX Listing Rule 7.1 under listing rule 7.2 Exception 9 and to this end the following information is provided.

A summary of the rules of the Plan is set out below:

• All employees will be eligible to participate in the Plan. $\bullet$
• The allocation of options to each employee, or nominee of the employee, is at the discretion of the Board.
• Each option is to subscribe for one fully paid share in the Company and will expire 5 years from its date of issue. An option is exercisable at any time from its date of issue.
• Each option shall be issued free. The exercise price of options will be determined by the Board, subject to a minimum price equal to 90% of the market price of the Company's shares at the time the options are offered.
• The total number of shares the subject of options issued under the Plan, when aggregated with issues during the previous 5 years pursuant to the Plan, must not exceed 5% of the Company's share capital.
• If, prior to the expiry date of options, a person ceases to be an employee of a group company for reason other than retirement at age 60 or more (or such earlier age as the Board permits), permanent disability, redundancy or death, the options held by the employee (or nominee) must be exercised within 3 months thereafter otherwise they will automatically lapse. If an employee dies, the options held by that person will be exercisable by that person's legal representative.
• Options may not be transferred other than to the legal representative of a deceased option holder.
• The Company will not apply for official quotation of options issued under this Plan.
• Shares issued from the exercise of options shall rank equally with all other ordinary shares issued by the Company.
• If there is a bonus share issue to holders of shares, the number of shares over which an option is exercisable will be increased by the number of shares which the option holder would have received if the option had been exercised before the record date for the bonus issue.
• If there is a pro rata issue (other than a bonus share issue) to the holders of shares, the exercise price of an option shall be reduced to take account of the effect of the pro rata issue.
• If there is a reorganisation of the issued capital of the Company, unexercised options will be reorganised in accordance with the Listing Rules of the Australian Stock Exchange.

No securities have been issued under this Plan since the incorporation of the Company.

The Company will disregard any votes cast on this resolution by any director or employee of the Company or any of their associates.

However the company will 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 a 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

Resolution 4 - Ratification of an issue of shares

Resolution 4 seeks ratification, pursuant to Australian Stock Exchange ASX Listing Rule 7.4 for the issue of 250,000 shares to Dominion Gold Operations Pty Ltd on 20 February 2006.

Under ASX Listing Rule 7.1, a company may not issue more than 15% of issued capital in any 12 month period without obtaining shareholder approval or being within certain exceptions set out in ASX Listing Rule 7.2. ASX Listing Rule 7.4 states that an issue of securities made without approval under Listing Rule 7.1 will be made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and holders of ordinary shares subsequently approve the issue.

Shareholder approval is therefore retrospectively sought pursuant to ASX Listing Rule 7.4 for the issue of 250,000 shares to listing as consideration for the acquisition of an option to acquire an interest in certain tenements adjacent to the Challenger Gold Mine in South Australia. The shares shall be issued on the same terms as all existing shares in the Company.

Although the issue of these securities was not in excess of the limits prescribed by ASX Listing Rule 7.1, shareholder approval is sought to ensure the Company maintains flexibility during the upcoming 12 month period to supplement the Company's working capital requirements, should the Board determine this to be in the best interests of the Company.

The Company will disregard any votes cast on this resolution by Dominion Gold Operations Pty Ltd or any associate of that entity.

However the company will 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 a 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

Resolution 5 - Ratification of an issue of shares and options

Resolution 5 seeks ratification, pursuant to Australian Stock Exchange ASX Listing Rule 7.4 for the issue of 75,000 shares and 400,000 options to acquire shares at an exercise price of 35 cents per share by 30 June 2010 to Axis Financial Group (Australia) Limited and a related entity on 15 May 2006 2006.

Under ASX Listing Rule 7.1, a company may not issue more than 15% of issued capital in any 12 month period without obtaining shareholder approval or being within certain exceptions set out in ASX Listing Rule 7.2. ASX Listing Rule 7.4 states that an issue of securities made without approval under Listing Rule 7.1 will be made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and holders of ordinary shares subsequently approve the issue.

Shareholder approval is therefore retrospectively sought pursuant to ASX Listing Rule 7.4 for the issue of 75,000 shares and 400,000 options to acquire shares at an exercise price of 35 cents per share by 30 June 2010 as consideration for the provision of corporate advisory services. The shares shall be issued on the same terms as all existing shares in the Company. Although the issue of these securities was not in excess of the limits prescribed by ASX Listing Rule 7.1, shareholder approval is sought to ensure the Company maintains flexibility during the upcoming 12 month period to supplement the Company's working capital requirements. should the Board determine this to be in the best interests of the Company.

The Company will disregard any votes cast on this resolution by Axis Financial Group (Australia) Limited or any associate of this entity.

• However the company will 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 a 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

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Resolution 6 - Ratification of an issue of options

Resolution 6 seeks ratification, pursuant to Australian Stock Exchange ASX Listing Rule 7.4 for the issue of 1,500,000 options to acquire shares at an exercise price of 35 cents per share by 30 June 2010 to Taycol Nominees Pty Ltd on 15 May 2006.

Under ASX Listing Rule 7.1, a company may not issue more than 15% of issued capital in any 12 month period without obtaining shareholder approval or being within certain exceptions set out in ASX Listing Rule 7.2. ASX Listing Rule 7.4 states that an issue of securities made without approval under Listing Rule 7.1 will be made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and holders of ordinary shares subsequently approve the issue.

Shareholder approval is therefore retrospectively sought pursuant to ASX Listing Rule 7.4 for the issue of 1,500,000 options to acquire shares at an exercise price of 35 cents per share by 30 June 2010 as consideration for the provision of corporate advisory services.

Although the issue of these securities was not in excess of the limits prescribed by ASX Listing Rule 7.1, shareholder approval is sought to ensure the Company maintains flexibility during the upcoming 12 month period to supplement the Company's working capital requirements, should the Board determine this to be in the best interests of the Company.

The Company will disregard any votes cast on this resolution by Taycol Nominees Pty Ltd or any associate of this entity.

However the company will 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 a 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

Resolution 7 - Ratification of an issue of shares

Resolution 7 seeks ratification, pursuant to Australian Stock Exchange ASX Listing Rule 7.4 for the issue of 4,500,000 shares to clients of Taylor Collison Limited, announced on 18 October 2006.

Under ASX Listing Rule 7.1, a company may not issue more than 15% of issued capital in any 12 month period without obtaining shareholder approval or being within certain exceptions set out in ASX Listing Rule 7.2. ASX Listing Rule 7.4 states that an issue of securities made without approval under Listing Rule 7.1 will be made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and holders of ordinary shares subsequently approve the issue.

Although the issue of these securities was not in excess of the limits prescribed by ASX Listing Rule 7.1, shareholder approval is sought to ensure the Company maintains flexibility during the upcoming 12 month period to supplement the Company's working capital requirements, should the Board determine this to be in the best interests of the Company.

The Company will disregard any votes cast on this resolution by those clients of Taylor Collison Limited who participated in the issue, or any of their associates. However the company will 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 a 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

Resolution 8 - Ratification of an issue of shares

Resolution 8 seeks approval, pursuant to Australian Stock Exchange ASX Listing Rule 7.1 for the issue of 8,900,000 shares to Talbot Group Holdings and CITIC Australia Pty Ltd, announced on 25 October 2006.

Under ASX Listing Rule 7.1, a company may not issue more than 15% of issued capital in any 12 month period without obtaining shareholder approval or being within certain exceptions set out in ASX Listing Rule 7.2. ASX Listing Rule 7.3 sets out the conditions which must be satisfied to secure shareholder approval for an issue of greater than 15% of issued capital.

Shareholder approval is therefore retrospectively sought pursuant to ASX Listing Rule 7.1 for the issue of 8,900,000 shares, at an issue price of \$0.25 per share, within 3 months of the date of the meeting convened to vote on this resolution, or such later date as approved by the ASX.

The shares will be allotted to Talbot Group Holdings and to CITIC Australia Pty Ltd. The allotment to CITIC Australia Pty Ltd is conditional upon approval from the Foreign Investment Review board.

The shares allotted are to be in the same class as existing shares on issue and will from the date of issue, participate equally in respect of future dividends and in all other respects.

The funds raised will be used to advance the company's exploration projects in Australia and Cambodia.

The Company will allot the shares as soon as possible after the meeting convened to vote on this resolution.

The Company will disregard any votes cast on this resolution by Talbot Group Holdings, CITIC Resources Australia Pty Ltd or any associate of these entities. However the company will 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 a 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

Resolution 9 - Issue of options to Mr Stephen Biggins

It is proposed that 1,000,000 options be issued to Mr Biggins. The options will have a 5 year term, become exercisable one month after the date of the Annual General Meeting at which this resolution is considered by shareholders at an exercise price of 50 cents per share.

The options shall not be quoted on the ASX, will be transferable only with the consent of the Board and will otherwise be issued on standard terms set out in ASX Listing Rules insofar as treatment of the options in the case of reconstructions, bonus and rights issues.

ASX Listing Rule 10.11 requires, subject to certain exceptions, shareholder approval for the issue of securities to a related party of the Company. Mr Biggins is a director (and Managing Director) of the Company. Accordingly, approval under Listing Rule 10.11 is sought for the grant of options to him. As approval of shareholders is being sought pursuant to Listing Rule 10.11, Listing Rule 7.2 Exception 14 provides that the Company is not required to seek approval under Listing Rule 7.1.

The following information is provided to shareholders for the purposes of Listing Rule 10.13:

• I. The options shall be issued to or as directed by, Mr Stephen Biggins
• II. The options shall be issued no late than one month after the date of the Annual General Meeting at which this resolution is considered, or such later date as approved by the ASX
• III. The options will be issued for no consideration; they are exercisable at 50 cents per share
• IV. The terms and conditions of the options are set out in Appendix A.
• V. No funds will be raised by the issue of the options. In the event of exercise of the options, funds raised will be used to augment the working capital of the Company

The Company will disregard any votes cast on this resolution by Mr Biggins or any of his associates.

However the company will 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 a 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

APPENDIX A

Terms of options

Following is a summary of the material terms of the options subject to Resolution 9

• 1. The Options are options to subscribe for ordinary shares in the capital of the Company;
• 1. The exercise price of the Options is set at 50 cents per ordinary share;
• 1. Shares issued on exercise of the Options will rank pari passu with all existing ordinary shares in the Company from the date of issue;
• 1. The Options may be exercised wholly or in art by notice in writing to the Company received at any time on or before 28^th November 2011, together with payment for the exercise price and the Option certificates (if any) for those Options for cancellation by the Company:
• 1. The Company will allot the number of shares the subject of any exercise notice, and apply, at its cost, for quotation of the shares so allotted;
• 1. The Option holder will be permitted to participate in new issues of securities of the Company on the prior exercise of the Options, in which case the holder of the Options will be afforded the period of at least 14 days notice prior to and inclusive of the books closing date (to determine the entitlements to the issue) to exercise the Options;
• 1. In the event of any reconstruction (including consolidation, reduction, or return) of the issued capital of the Company;
• 7.1. the number of Options, the exercise price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX listing rules, but with the intention that such reconstruction will not result in any benefits being conferred on the holder of the Option which are not conferred on shareholders; and
• 7.2 súbject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
• 1. If there is to be a pro rata issue (except a bonus issue), the Exercise Price of an Option may be reduced according to the following formulae:

$$
O^{n} = O - \frac{E[P-(S+D)]}{N+1}
$$

Where

• $Oⁿ$ = the new exercise price of the Option;
• $O =$ the old exercise price of the Option:
• $E$ = the number of underlying securities into which one Option is exercisable;
• $P =$ the average market price per security (weighted by reference to volume) of the underlying securities during the 5 day trading period ending on the day before the ex right date or the ex entitlement date;
• $S =$ the subscription price for a security under the pro rata issue
• $D =$ dividend due but not yet paid n the existing underlying securities (except those to be issued under the pro rata issue);
• $N =$ the number of securities with rights or entitlements which must be held to receive a right to one new security.
• 1. If there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the option had been exercised prior to the record date for the bonus issue.
• 1. The terms of the options shall be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve such a change. However the terms of the Options shall not be changed to reduce the exercise rice, increase the number of options, or change any period for exercise of the options.
• 1. In the event that a director ceases to be a director of the Company, for any reason, any Options not exercised prior to that event will lapse.

Proxy Form

All correspondence to:

of the Meeting as

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 9415 4000 Facsimile 61 8 8236 2305 www.computershare.com

Appointment of Proxy

We being a member/s of Southern Gold Limited and entitled to attend and vote hereby appoint.

		It you are not appointing the Chairman of the Meeting as
the Chairman		wour proxy please write here the full name of the individual
of the Meeting (mark with an 'X')		or body corporate (excluding the registered Security holder)
		vou are appointing as vour 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 to act generally at the meeting on my/our behalf and to vote in accordance with the following directions for if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Southern Gold Limited to be held at the National Wine Centre, Car Hackney Road and Botanic Road, Adelaide, South Australia on Tuesday 28th November 2006 at 11.00 am and at any adjournment of that meeting.

IMPORTANT: FOR ITEM 3 BELOW

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on item 3 below, please place a mark in this 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 that Item and that votes cast by him, other than as proxy holder, would 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 Item 3 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 3.

Voting directions to your proxy - please mark			Χ		to indicate your directions
	Against Abstain For For Against Abstain
ŧ.	Approve the Remuneration Report			6.	Approve issue of 1,500,000 coticas
2.	Re-elect J Anderson as Director			7.	Approve issue of 4,500,000 shares
3.	Approve adoption of Employee Share Option Plan			8.	Approve issue of 8,000,000 shares
4.	Approve issue of 250,000 shares			9.	Approve issue of 1,000,000 options to S Biggins
5.	Approve issue of 75,000 shares & 400,000 options
In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxics in favour of each of the other 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.
	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				Security holder 3
Sole Director and		Director				Director/Company Secretary
	Sole Company Secretary In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.
							J
	Contact Name			Contact Daytime Telephone		Date

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How to complete the Proxy Form

Your Address 1

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your refence number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

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

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three 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.

Appointment of a Second Proxy 4

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 share registry or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or 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.
• (b) return both forms together in the same envelope.

5 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 securityholders should sign.
Power of Attomev:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry or at www.computershare.com.

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 no later than 48 hours before the commencement of the meeting at 11.00 am on Tuesday 28th November 2006. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON Registered Office - 58 North Terrace, Kent Town, SOUTH AUSTRALIA 5067 AUSTRALIA
Share Registry - Computershare Investor Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide SA 5000 Australia
BY MAIL Registered Office - 58 North Terrace, Kent Town, SOUTH AUSTRALIA 5067 AUSTRALIA
Share Registry - Computershare Investor Services Pty Limited, GPO Box 1903, Adelaide SA 5001 Australia
BY FAX 61 8 8236 2305