IRON ROAD LIMITED

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IRON ROAD LIMITED ABN 51 128 698 108

Notice of Annual General Meeting Proxy Form and Explanatory Statement

Date of Meeting

14 November 2011

Time of Meeting

11.00am (EDT)

Place of Meeting

Radisson Plaza Hotel, 27 O’Connell Street, Sydney, New South Wales

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF IRON ROAD LIMITED ABN 51 128 698 108 (“Iron Road/the Company”) WILL BE HELD AT THE RADISSON PLAZA HOTEL, 27 O’CONNELL STREET, SYDNEY, NEW SOUTH WALES ON MONDAY 14 NOVEMBER 2011, AT 11.00 AM (EDT).

AGENDA

BUSINESS

An Explanatory Statement containing information in relation to each of the following Resolutions accompanies this Notice of Annual General Meeting.

ORDINARY BUSINESS

To receive and consider the annual financial report of the Company and the reports of the Directors and the Auditors for the financial year ended 30 June 2011.

1. Resolution 1 - Adoption of Remuneration Report

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“ That, for the purposes of Section 250R(2) of the Corporations Act, the remuneration report forming part of the Company’s 2011 Annual Report, which is available at www.ironroadlimited.com.au, be adopted.”

Voting Exclusion

The Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of a member of the Key Management Personnel listed in the Remuneration Report (KMP) or a KMP’s closely related party. However the Company need not disregard a vote if:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; or
(b) it is cast by the person chairing the meeting as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution

Closely related party is defined in the Corporations Act 2001 (Cth) (Corporations Act) and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

2. Resolution 2 - Re-election of Mr Ian Masterton-Hume as a Director

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, Mr Ian Masterton-Hume, being a Director of the Company, retires by rotation in accordance with the Constitution of the Company and being eligible for re-election, be hereby re-elected as a Director of the Company.”

3. Resolution 3 - Re-election of Mr Jerry Ellis as a Director

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, Mr Jerry Ellis, having been appointed as a director on 20 December 2010 and who, in accordance with Rule 13.5 of the Constitution of the Company retires at the end of this meeting and who, being eligible to be reelected as a Director of the Company, and having consented to act, be and is hereby re-elected as a Director of the Company.”

BY ORDER OF THE BOARD

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GRAHAM ANDERSON Company Secretary Dated 3 October 2011

PROXY

A member entitled to attend and to vote at the meeting is entitled to appoint a proxy to attend and to vote instead of the member. The proxy need not be a member of Iron Road Limited. Proxy Forms must be lodged at the Registered Office of Iron Road Limited at Level 1, 681 Murray Street, West Perth Western Australia 6005, (PO Box 389, West Perth, Western Australia 6872) or the proxy may be sent by facsimile to the Company on facsimile number (08) 9322 7211 not later than 48 hours before the time of the meeting.

For the determination of voting entitlements, the Directors have determined that the numbers of shares registered in the names of each member 48 hours prior to the time of the meeting will be taken, for the purposes of the meeting, to be held by the person who held them at that time.

A Proxy Form accompanies this Notice of Meeting.

NOTES TO THE PROXY FORM

Pursuant to the Company’s Constitution and the Corporations Act 2001, any person registered in the Register of Shareholders as a holder of one or more shares 48 hours prior to the time of commencement of the Meeting is entitled to attend and vote at the Meeting.

Members are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights.

The Proxy Form and the Power of Attorney (if any) or the instrument appointing the proxy and power of attorney (if any) under which it is signed (or an office copy or notarially certified copy thereof) must be deposited at the Registered Office of the Company at Iron Road Limited at Level 1, 681 Murray Street, West Perth Western Australia 6005, (PO Box 389, West Perth, Western Australia 6872) at least 48 hours prior to the time of holding of the Meeting (and at any adjournment thereof), at which the individual named in the Proxy Form proposes to vote.

A proxy must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, under its common seal or under the hand of an authorised officer or attorney.

A person authorised (pursuant to the provisions of the Corporations Act 2001) by a corporation which is a member of the Company to act as its representative at the Meeting is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the Company.

A legible facsimile transmission copy of the instrument and the power of attorney or other authority is acceptable. The facsimile number to which a Proxy Form may be sent is (08) 9322 7211.

The proxy may, but need not be, a member of the Company.

New sections 250BB and 250BC of the Corporations Act 2001 came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Corporate Representation

A company may only vote by proxy, power of attorney or by appointment of a corporate representative. The instrument appointing a proxy is not valid unless the original instrument and the power of attorney or other authority (if any) under which the instrument is signed (duly stamped where necessary) or a copy or facsimile which appears on its face to be an authentic copy of that proxy, or power of attorney is submitted to the Registered Office within the time set out herein. A company must sign a proxy under common seal in accordance with its Constitution or otherwise in accordance with the Corporations Act 2001 or under power of attorney which must be produced with the Proxy Form.

If the shares are registered in the name of more than one person, all such holders must sign the Proxy Form.

To be valid a Proxy Form and the Power of Attorney under which it is signed or proof thereof must be to the satisfaction of the Directors.

Important information in respect of proxy voting on Resolution 1 (Remuneration Report)

The key management personnel (KMP) (including the Chairman of the meeting) of the Company and their closely related parties will not be able to vote your proxy on Resolution 1 unless you direct them how to vote. If you intend to appoint a member of the KMP or their closely related parties as your proxy, please ensure that you direct them how to vote on Resolution 1.

If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by marking the boxes for Resolution 1 (ie by directing him to vote ‘for’, ‘against’ or ‘abstain’).

The Chairman of the Meeting intends to vote all available proxies in favour of all items of business, including in relation to Resolution 1.

Please note that if the Chairman is your proxy and you do not provide a direction (or if your direction is to abstain from voting) the Chairman of the meeting will not be able to cast your votes and your votes will not be counted in computing the required majority on a poll.

Explanatory Statement

This Explanatory Statement is for the information of members of IRON ROAD LIMITED (the Company) in connection with Resolutions to be considered at the Annual General Meeting of Iron Road to be held on Monday, 14 November 2011 at 11.00am (EDT). If members are in doubt as to how they should vote, they should seek advice from their professional advisors before voting.

Ordinary Business

Annual Financial Report

The Annual Report 2011 (including the financial statement, Directors’ report and Auditor’s report for the financial year ended 30 June 2011) is available for review by members at www.ironroadlimited.com.au and will be tabled at the Meeting. There is no formal resolution to accept the financial statements and reports, but provision will be made for members to question the Directors and the Auditor should they wish to do so.

Whilst there is no requirement for Shareholders to approve the Annual Report, Shareholders will be offered the opportunity to:

(a) discuss the Annual Report for the financial year ended 30 June 2011 which is available on the ASX platform at www.asx.com.au;
(b) ask questions or make comment on the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or the Company’s auditor about:

(a) the preparation and content of the auditor’s report;
(b) the conduct of the audit;
(c) 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, may be submitted no later than 5 business days before the Meeting to the company Secretary at the Company’s registered office.

Resolution 1 – Adoption of Remuneration Report

The Board submits its Remuneration Report for the year ended 30 June 2011 to shareholders for consideration and adoption by way of non-binding resolution.

The Remuneration Report is set out on pages XX to YY of the 2011 Annual Report. This report can also be found on the Company’s website at www.ironroadlimited.com.au. The report:

– explains the Company’s remuneration principles relating to the nature and amount of the remuneration of directors, senior managers and other group executives of the Company;

– discusses the relationship between such principles and the Company’s performance; and

sets out remuneration details for each director and for each relevant executive of the Company.

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

The vote on the Remuneration Report is advisory only and will not bind the Company, however the Board places importance on the outcome of the vote and will take it into account when considering the Company’s remuneration policy.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

The Board of Directors unanimously recommends that shareholders vote in favour of the adoption of the remuneration report.

Resolution 2 – To Re-elect Mr Ian Masterton-Hume as a Director

The Constitution of the Company requires that one third of the Directors in office (other than a Managing Director) must retire by rotation at each Annual General Meeting of the Company.

Mr Masterton-Hume therefore retires at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, has offered himself for re-election at the meeting.

The Board of Directors, with Mr Masterton-Hume abstaining, recommends that members vote to approve this Resolution.

Resolution 3 - To Re-elect Mr Jerry Ellis as a Director

Resolution 3 seeks approval of Shareholders to the election of Mr Jerry Ellis as a Director.

Rule 13.5 of the Constitution of the Company and ASX Listing Rule 14.4 provide that a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity.

Mr Ellis was appointed as a Director on 20 December 2010.

Mr Ellis therefore retires effective at the end of the Annual General Meeting in accordance with the Constitution, and being eligible, has offered himself for re-election.

The Board of Directors, with Mr Ellis abstaining, recommends that members vote to approve this Resolution.

ABN 51 128 698 108

PROXY FORM

Shareholder Details

Name: ..................................................................................................................................................................................................................
Address: ..................................................................................................................................................................................................................
Contact Telephone No: ......................................................................................................................................................................................
Contact Email Address: ......................................................................................................................................................................................
Contact Name (if different from above): .........................................................................................................................................................
Step 1: Appointment of Proxy
I/We being a shareholder/s of Iron Road Limited and entitled to attend and vote hereby appoint
The Chairman Write here the name of the person you
of the meeting OR are appointing if this person is someone
(mark with an ‘X’) other than the Chairman of the Meeting.

I/We being a shareholder/s of Iron Road Limited and entitled to attend and vote hereby appoint

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and 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 Iron Road Limited to be held at The Radisson Plaza Hotel, 27 O’Connell Street, Sydney, New South Wales on 14 November 2011 at 11.00am EDT and at any adjournment of that meeting.

__________________

Important for Resolution 1: If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

If the Chair of the Meeting or any member of the Key Management Personnel of the Company or a closely related party of a member of the Key Management Personnel of the Company is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chairman, another member of the Key Management Personnel of the Company or a closely related party of a member of the Key Management Personnel is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Resolutions 2 and 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 Resolutions 2 and 3 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 Resolutions 2 and 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 Resolutions 2 and 3 and will not cast undirected votes on Resolution 1.

__________________

Step 2: Voting	directions to your proxy – please mark	to indicate your directions
Special Business		For	Against	Abstain*
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Mr Ian Masterton-Hume as a director
Resolution 3	Re-election of Mr Jerry Ellis as a director
OR	If you do NOT wish to direct your Proxy how to vote

*If you mark the Abstain box for a particular Resolution, 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.

*Appointment of a second proxy (see instructions attached).

*If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

PLEASE SIGN HERE This section must be signed in accordance with the instructions attached to enable your directions to be implemented Individual or Shareholder 1 Shareholder 2 Shareholder 3

Sole Director and Director Sole Company Secretary

Director/Company Secretary

How to complete this Proxy Form

Your Name and Address

Please print your name and address as it appears on your holding statement and the company’s share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. 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 shareholder of the company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as 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 on 08 9322 2700 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

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:	to sign under Power of Attorney, you must have already lodged this document with
	the company’s share 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 the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate is either included in the Notice of General Meeting or may be obtained from the company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. ie. no later than 11.00am on 12 November 2011. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the company’s registered office at Level 1, 681 Murray Street, West Perth Western Australia 6005 or by post to PO Box 389, West Perth, Western Australia 6872 or sent by facsimile to the registered office on 08 9322 7211.

AI assistant

IRON ROAD LIMITED AGM Information 2011

65140_rns_2011-10-13_4c2227fd-365e-4bed-b11e-69e909c073dd.pdf