IRONBARK BALANCED INCOME LIMITED — Proxy Solicitation & Information Statement 2011

Jun 19, 2011

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ABN 89 008 108 227
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TO: COMPANY ANNOUNCEMENTS OFFICE COMPANY: AUSTRALIAN STOCK EXCHANGE LIMITED

FROM: IRONBARK CAPITAL LIMITED

DATE: 20 June 2011

NO. OF PAGES TRANSMITTED INCLUDING COVER: 16

The following documents have been mailed out to shareholders today:

1. Shareholder Booklet

2. Notice of General Meeting

3. Proxy form

P. Roberts

Company Secretary

Ironbark Capital Limited Level 7, 20 Hunter Street, Sydney NSW 2000 Telephone (02) 8236 7701 Fax (02) 9221 1194 www.ironbarkcapital.com

ABN 89 008 108 227

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Ironbark Capital Limited

(ACN 008 108 227)

Shareholder Booklet General Meeting for approval to amend the Constitution

A Notice of Meeting is included with this Booklet. A proxy form for the meeting accompanies this Booklet.

Your vote is important in determining whether the amendments to Ironbark’s constitution proceed. This is an important document and requires your urgent attention.

If you are in any doubt as to how to deal with this Booklet, please consult your legal, financial, taxation or other professional adviser immediately.

If you have recently sold all of your Shares, please disregard all enclosed documents.

Important dates and times

Date of this Booklet	14 June 2011
Time and date for determining eligibility to vote at the	7:00 pm (Sydney time) on 19 July 2011
General Meeting
Last time and date by which the proxy form for the	10:00 am (Sydney time) on 19 July 2011
General Meeting can be lodged
General Meeting*	10:00 am (Sydney time) on 21 July 2011

• The General Meeting will be held at History House, 133 Macquarie Street, Sydney NSW 2000.

Table of Contents

Important dates and times

Table of Contents

Notice of General Meeting

1.	Rationale for the Proposed Amendment.....................................................................................1
2.	Details regarding the Proposed Amendment..............................................................................3
3.	Relevant consideration for Members ..........................................................................................6
4.	Glossary ......................................................................................................................................7

ABN 89 008 108 227

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Notice of General Meeting

Ironbark Capital Limited (ACN 008 108 227)

Notice of Meeting for the General Meeting of Members

To be held at 10:00 am (Sydney time) on 21 July 2011 at History House, 133 Macquarie Street, Sydney NSW 2000

IMPORTANT INFORMATION

This is an important document that should be read in its entirety.

This Notice of Meeting includes an Explanatory Memorandum. The Explanatory Memorandum and its appendices have been prepared to assist Members in determining whether or not to vote in favour of or against the Resolutions set out in this Notice of Meeting.

The Explanatory Memorandum and its appendices should be read in conjunction with this Notice of Meeting.

You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed proxy form without delay:

By post to the Registry:

GPO Box 3993 Sydney NSW 2001

By hand delivery to the Registry at:

Level 7 207 Kent Street Sydney NSW 2000

By fax to the Registry on:

1300 653 459 from within Australia, or +61 2 9290 9655 from outside Australia

(ii)

BUSINESS

The business of the meeting is to consider the following proposed resolution.

1. Amendment to the Constitution

To consider, and if thought fit, to pass the following as a special resolution:

“That the Constitution of Ironbark be amended by inserting a new rule 4.12 as set out in Section 2.1 of this Booklet.”

OTHER INFORMATION

Explanatory Memorandum

Members are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

Entitlement to vote

The Directors have decided that for the purpose of determining entitlements to attend and vote at the General Meeting, Shares will be taken to be held by the persons who are the registered holders at 7:00 pm (Sydney time) on 19 July 2011. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

How to vote

Members entitled to vote at the General Meeting may vote:

• by attending the meeting and voting in person; or

• by appointing an attorney to attend the meeting and vote on their behalf or, in the case of corporate members or proxies, a corporate representative to attend the meeting and vote on its behalf; or

• by appointing a proxy to attend and vote on their behalf, using the proxy form accompanying this Notice. A proxy may be an individual or a body corporate.

Voting in person (or by attorney)

Members or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the General Meeting and bring a form of personal identification (such as their driver's licence).

To vote by attorney at this meeting, the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by the Registry before 10:00 am (Sydney time) on 19 July 2011 in any of the following ways:

By post to the Registry:

GPO Box 3993 Sydney NSW 2001

By hand delivery to the Registry at:

Level 7 207 Kent Street Sydney NSW 2000

By fax to the Registry on:

1300 653 459 from within Australia, or +61 2 9290 9655 from outside Australia

(iii)

To vote in person, you or your proxy, attorney, representative or corporate proxy representative must attend the General Meeting to be held at History House, 133 Macquarie Street, Sydney NSW 2000 on 21 July 2011 commencing at 10:00 am (Sydney time).

A vote cast in accordance with the appointment of a proxy or power of attorney is valid even if before the vote was cast the appointor:

• died;

• became mentally incapacitated;

• revoked the proxy or power; or

• transferred the Shares in respect of which the vote was cast,

unless Ironbark received written notification of the death, mental incapacity, revocation or transfer before the meeting or adjourned meeting.

Voting by proxy

Members wishing to vote by proxy at this meeting must:

• complete and sign or validly authenticate the proxy form, which is enclosed with this Booklet; and

• deliver the signed and completed proxy form by 10:00 am (Sydney time) on 19 July 2011 in accordance with the instructions below.

A person appointed as a proxy may be an individual or a body corporate.

Submitting proxy votes

Members wishing to submit proxy votes for the General Meeting must return the enclosed proxy form to Ironbark in any of the following ways:

By post to the Registry:

GPO Box 3993 Sydney NSW 2001

By hand delivery to the Registry at:

Level 7 207 Kent Street Sydney NSW 2000

By fax to the Registry on:

1300 653 459 from within Australia, or +61 2 9290 9655 from outside Australia

Note : proxies may not be returned by email nor is internet voting available.

Notes for proxies

1. A Member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote at the meeting on that Member's behalf.

2. A proxy need not be a Member.

3. A proxy may be an individual or a body corporate. A proxy that is a body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the Member's proxy.

(iv)

1. If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member's votes each proxy may exercise, each proxy may exercise half the votes.

2. A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If an appointment directs the way the proxy is to vote on a particular resolution:

3. if the proxy is the chair - the proxy must vote on a poll and must vote in the way directed; and

4. if the proxy is not the chair - the proxy need not vote on a poll, but if the proxy does so, the proxy must vote in the way directed.

5. If a proxy appointment is signed or validly authenticated by the Member but does not name the proxy or proxies in whose favour it is given, the Chairman may either act as proxy or complete the proxy appointment by inserting the name or names of one or more Directors or Ironbark Secretary.

If:

• a Member nominates the Chairman of the meeting as the Member's proxy; or

• the Chairman is to act as proxy if a proxy appointment is signed by a Member but does not name the proxies in whose favour it is given or otherwise under a default appointment according to the terms of the proxy form,

then the person acting as Chairman in respect of an item of business at the meeting must act as proxy under the appointment in respect of that item of business.

Notes for corporate representatives

1. To vote in person at the General Meeting, a Member or proxy which is a body corporate may appoint an individual to act as its representative.

2. To vote by corporate representative at the meeting, a corporate Member or proxy should obtain an Appointment of Corporate Representative Form from the Registry, complete and sign the form in accordance with the instructions on it. The appointment should be lodged at the registration desk on the day of the meeting.

3. The appointment of a representative may set out restrictions on the representative's powers.

4. The original form of appointment of a representative, a certified copy of the appointment, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed.

5. The Chairman of the General Meeting may permit a person claiming to be a representative to exercise the body's powers even if he or she has not produced a certificate or other satisfactory evidence of his or her appointment.

By order of the Board

P.A Roberts Company Secretary Ironbark Capital Limited

14 June 2011

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1. Rationale for the Proposed Amendment

1.1. What is the Proposed Amendment

Ironbark is proposing a resolution to amend its Constitution on the terms outlined in Section 2.1 of this Booklet ( Proposed Amendment ).

In summary, the Proposed Amendment, if approved, will entrench in the Constitution of Ironbark a requirement (to the extent permissible by law) for the Directors to take steps to implement a transaction under which Ironbark will offer to buy-back up to all of its Shares through an off-market tender process with effect on or around 30 June 2015 at a price equal to the net tangible asset backing of the Shares at the time, after deduction of transaction costs associated with the transaction and, if determined by the Directors, costs to wind-up Ironbark following completion of the transaction ( Realisation Transaction ).

More specifically, if approved, the Proposed Amendment will require Directors:

1. to take steps to assess the ability of Ironbark to effect the Realisation Transaction, its impact and any alternatives they consider may provide an equivalent of more attractive benefit to Members;

2. to convene a meeting of Members to be held in the 2015 financial year to authorise implementation of the Realisation Transaction on the terms outlined above, or if Ironbark is unable to do so, to authorise implementation of a transaction on terms as similar as is reasonably possible to those outlined above; and

3. to take steps to implement the Realisation Transaction (or other transaction) if approved by Members.

Those requirements are, however, subject to compliance with law and the Directors need not take any action which is inconsistent with law (including their fiduciary obligations).

1.2. Rationale for the Proposed Amendment

Since its inception, a consistent corporate objective of Ironbark has been to limit the discount between the market price of Shares and the net tangible asset backing per Share ( NTAB ). The Board has set formal procedures in place to monitor the market price of Shares against the NTAB over a 3 month period every 2 years. In previous years, where the difference between the market price of Shares and the NTAB ( Discount to NTAB ) exceeded 10%, the Board addressed the problem with capital management initiatives including undertaking on-market buy-backs. The Board believes that onmarket buy-backs have provided some liquidity but have not had a lasting positive impact on the Discount to NTAB.

Further, despite these efforts, Shares in Ironbark have continued to trade on ASX at a Discount to NTAB of approximately 15%. Accordingly, the Board has again considered actions it can pursue to reduce the Discount to NTAB and has determined to put forward the Proposed Amendment in the hope of achieving this. After the Proposed Amendments were announced to the market on ASX on 9 May 2011, there was a reduction in the Discount to NTAB.

The Board has considered undertaking further on-market buy-backs at a significant Discount to NTAB, however has determined that its preferred action is not to engage in such further on-market buy-backs for a number of reasons. Firstly, the Board is concerned with the resulting significant financial disadvantage incurred by the exiting Members. Secondly, the Board believes that the benefit in terms of NTAB enhancement which flows to continuing Members is outweighed by the higher operating costs per Share and reduced liquidity as Ironbark’s market capitalisation shrinks. Further, the Directors have found that the Discount to NTAB quickly re-emerges when the buy-back is discontinued.

The Board considers that if there was certainty that a price based on NTAB (less appropriate transaction costs) could be realised at a specific future date, the Discount to NTAB may reduce and become smaller over time as that date approaches.

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In pursuit of this objective, Ironbark sought ASIC approval to put a resolution to Members later this year to allow it to offer to buy-back Shares in mid 2015 at the NTAB per Share less transaction expenses. As the date proposed for the buy-back was more than 12 months after the date of the resolution being proposed to approve it, the proposal was inconsistent with ASIC’s existing policy on share buy-backs and accordingly specific ASIC approval to the proposal was sought. ASIC declined to provide the relief sought.

Accordingly, the Board is proposing to Members a resolution to entrench the Proposed Amendments into the provisions of Ironbark’s Constitution to give effect to the objective of Ironbark as far as ASIC policy will allow.

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2. Details regarding the Proposed Amendment

2.1. The Proposed Amendment

The Board is proposing a resolution to amend Ironbark’s Constitution by inserting a new rule 4.12 as follows:

“4.12 Realisation Transaction

(a) For the purposes of this rule 4.12:

Realisation Price means the net tangible asset backing per share of the Company after deduction of transaction costs associated with the Realisation Transaction, and if determined by the directors, costs to wind up the Company following completion of the Realisation Transaction. This determination will be made on a date that is within 20 Business Days after the close of the offer under a Realisation Transaction.

Realisation Transaction means a selective buyback of shares of the Company undertaken through an off-market tender process in which members may, but are not obliged to, participate for cash of an amount per share equal to the Realisation Price, undertaken in accordance with Chapter 2J Division 2 of the Corporations Act.

• (b) Subject to rule 4.12(c), the directors must:

• (i) take all reasonable steps to assess the ability of the Company to effect the Realisation Transaction, the impact of effecting the Realisation Transaction on the Company, members who participate in the Realisation Transaction and members who do not participate in the Realisation Transaction (if any) and any alternative the directors consider may provide an equivalent or more attractive benefit to members;

• (ii) to the extent necessary to enable the directors to satisfy their obligations under this rule 4.12(b), engage such advisers as a reasonable person would engage to obtain advice in relation to the Realisation Transaction;

• (iii) convene a meeting of members to be held after 30 June 2014 and before 30 April 2015 to authorise implementation of the Realisation Transaction or, if the Company is unable for any reason to effect the Realisation Transaction on the terms proposed in this rule 4.12, to authorise implementation of a transaction, on terms as similar as is reasonably possible to those proposed in this clause 4.12;

• (iv) take all steps within their power that are necessary to ensure that the Realisation Transaction, or other transaction proposed at the meeting referred to in rule 4.12(b)(iii), if approved by members in accordance with the Corporations Act, can be implemented as soon as possible after approval of the Realisation Transaction or other transaction. This includes, without limitation, preparing an explanatory memorandum satisfying the requirements of the Corporations Act in respect of the Realisation Transaction and lodging all necessary documents with ASIC;

• (v) take all steps within their power to ensure that the meeting referred to in rule 4.12(b)(iii) is held on the date for which it has been convened without adjournment; and

• (vi) comply with all applicable laws in respect of the Realisation Transaction.

• (c)

• Nothing in this rule 4.12 requires a director to:

• (i) give a recommendation to members that they vote in favour of the resolution authorising or approving a Realisation Transaction; or

• (ii) take any action which is inconsistent with applicable law (including, without limitation, their fiduciary obligations).

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• (d) The directors must not take any action which is designed to, or otherwise expected to have the effect of, limiting the ability of the Company to implement or substantially reduce the benefit to members of implementing a Realisation Transaction including, without limitation, entering into any contract which results in a significant payment to a third party on implementation of a Realisation Transaction.”

2.2. What is required of Directors

The Proposed Amendment requires Directors:

1. to take all reasonable steps to assess the ability of Ironbark to effect the Realisation Transaction, its impact on Ironbark, on Members who participate and on Members who do not participate and any alternative the Directors consider may provide an equivalent of more attractive benefit to Members;

2. to the extent necessary, to engage such advisers as a reasonable person would engage to obtain advice in relation to the Realisation Transaction;

3. to convene a meeting of Members to be held in the 2015 financial year to authorise implementation of the Realisation Transaction on the terms outlined in Section 2.3 below, or if Ironbark is unable to do so, to authorise implementation of a transaction on terms as similar as is reasonably possible to those outlined above; and

4. to take steps to implement the Realisation Transaction (or other transaction) if approved by Members.

Those requirements are, however, subject to compliance with law and the Directors need not take any action which is inconsistent with law (including their fiduciary obligations).

2.3. Realisation Transaction

Subject to receipt of all necessary regulatory approvals and waivers, the Realisation Transaction that the Board intends to propose to Members in the 2015 financial year will take the form of a buy-back effected by an off market tender process in which all Members eligible to participate will be able to submit offers to sell some or all of their Shares (provided that Members are not left with unmarketable parcels of shares) at a price equal to the net tangible asset backing of the Shares after deduction of transaction costs associated with the buy-back and, if determined by Directors, costs to wind-up Ironbark after implementation of the buy-back.

The Board intends to undertake this process such that the offers will close during June 2015 and the buy-back will be implemented on or around 30 June 2015. At the end of the tender period, Ironbark will accept all valid tenders submitted by eligible Members and all successful tenders will receive the buy-back price for each Share bought back. There will be no scale back applied to the buy-back and accordingly the buy-back could have material impact on Ironbark.

In the event that participation in the buy-back is sufficiently high and the offer is accepted by a majority of Members, leaving the downsized Ironbark listed investment company model uneconomic, Ironbark will endeavour to undertake a restructure with the introduction of new Members, new capital and a new business model and ultimately a new Board or, failing this, would be wound up. The Directors will provide Members with an opportunity to approve a resolution to wind up Ironbark. Any winding up costs will be taken up as a transaction cost and so reduce the price payable to Members participating in the Realisation Transaction.

The ability of Ironbark to implement the Realisation Transaction will be subject to applicable law at the time and will also be subject to receipt of relief from ASIC necessary to undertake it. Such relief is consistent with ASIC’s current policy and the Directors expect that it would be granted at the relevant time however can make no guarantees of this. The Board will consider other alternatives to achieve a similar outcome in the event that it is unable to undertake the Realisation Transaction on the terms outlined in this Booklet.

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2.4. Additional Information

Additional further information in relation to the Realisation Transaction will be provided to Members in the notice of meeting seeking approval of the Realisation Transaction. Participation in the Realisation Transaction (if approved by Members) will be optional and at each Member’s discretion.

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3. Relevant considerations for Members

3.1. Introduction

The purpose of this Section 3 is to identify significant issues for Members to consider in relation to the Proposed Amendments.

Before deciding how to vote at the General Meeting, Members should carefully consider the factors discussed below, as well as the other information contained in this Booklet

3.2. Why you may vote in favour of the resolution

Reasons why Members may vote in favour of the Proposed Amendment are as follows:

• The Directors believe that the Proposed Amendment may assist in reducing the Discount to NTAB.

• The Proposed Amendment will entrench in the Constitution a requirement, to the extent permissible by law, for Directors to take steps to endeavour to implement the Realisation Transaction which may assist in providing additional exit mechanisms for Members.

3.3. Why you may decide not to vote in favour of the resolution

Members may decide not to vote in favour of the Proposed Amendments for the following reasons:

• The Proposed Amendment may not have any impact on the Discount to NTAB.

• Members may consider that Ironbark is currently meeting their investment needs and should not seek to buy-back Shares.

3.4. Special Resolution

A special resolution is required to amend Ironbark’s Constitution. This means that at least 75% of the votes cast by Members must be in favour of the Proposed Amendment. In the event that less than 75% but more than 50% of the votes cast by Members are in favour of the Proposed Amendment, the Board will consider this as an indication of the desire of the majority of the Members that the actions required of the Directors by the Proposed Amendment be undertaken and will undertake those actions notwithstanding that the requirement will not be entrenched in the Constitution.

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4. Glossary

The following terms used in this Booklet (including the Notice of Meeting included in this Booklet) have the meanings given to them below, unless the context otherwise requires.

ASIC	Australian Securities & Investment Commission
Board	the board of Directors of Ironbark or any duly constituted committee of the board
Booklet	this booklet including the Notice of Meeting and Explanatory Memorandum
Constitution	the constitution of Ironbark
Director	a director of Ironbark
Discount to NTAB	the discount at which Shares trade on ASX to the NTAB
Explanatory Memorandum	this explanatory memorandum dated 14 June 2011 in relation to the Proposed Amendment
General Meeting	the meeting of Members convened in respect of the Proposed Amendment to be held on 21 July 2011
Ironbark	Ironbark Capital Limited (ACN 008 108 227)
Member	a registered holder of Shares
Notice of Meeting	the notice for the General Meeting dated 14 June 2011, included in this Booklet
NTAB	net tangible asset backing per Share
Proposed Amendment	the proposed amendment to the Constitution set out in Section 2.1 of this Booklet
Realisation Transaction	a selective buy-back of Shares of Ironbark undertaken through an off-market tender process with effect at or around 30 June 2015 at a price per Share equal to the net tangible asset backing of the Share at the time, after deduction of transaction costs associated with the transaction and, if determined by the Directors costs to wind-up Ironbark following completion of the transaction
Registry	Boardroom Pty Limited (ACN 003 209 836)
Resolution	the resolution set out in the Notice of Meeting
Shares	ordinary shares in the capital of Ironbark

Ironbark Capital Limited ABN 89 008 108 227

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FOR ALL ENQUIRIES CALL BOARDROOM:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE: +61 2 9290 9655

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POSTAL ADDRESS: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

XXXXXX XXXXXX GORDON ACT 2906

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This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes.

Reference Number : XXXXXXXXXXX

YOUR VOTE IS IMPORTANT

Please note it is important you keep this confidential

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BEFORE 10:00AM, TUESDAY, 19 JULY 2011

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of proxy

Indicate here who you want to appoint as your proxy

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative form" prior to admission. An Appointment of Corporate Representative form can be obtained from the company 's securities registry.

Appointment of a Second Proxy

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 securities registry or you may copy this form.

To appoint a second proxy using this Proxy Form, you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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; and

(b) return both forms together in the same envelope.

STEP 3 Sign the Proxy Form

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders must sign. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10:00am on Thursday, 21 July 2011 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged:

BY MAIL Share Registry - Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia BY FAX +61 2 9290 9655 IN PERSON Share Registry - Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

STEP 2 Voting directions to your proxy

You can tell your proxy how to vote

To direct your proxy how to vote, place a mark in one of the 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.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

Ironbark Capital Limited

PROXY FORM General Meeting

S00005156211

XXXXXX XXXXXX GORDON ACT 2906

STEP 1 - Appointment of proxy

I/We being a member/s of Ironbark Capital Limited (the "Company") and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an 'X') OR

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered securityholder) you are appointing as your 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 at the General Meeting of Ironbark Capital Limited to be held at History House, 133 Macquarie Street, Sydney NSW 2000 on Thursday, 21 July 2011 at 10:00am and at any adjournment of that meeting, to act on my behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

STEP 2 - Voting directions to your proxy - please mark

Special Business

X to indicate your directions

For Against Abstain*

1. Amendment to the Constitution

The Chair intends to vote 100% of all open proxies FOR the resolution.

*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.

Step 3 - 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 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Name.........................................................................

Contact Daytime Phone.......................................................................

Date / /