JANISON EDUCATION GROUP LIMITED — AGM Information 2002

Nov 19, 2002

HJ&B GROUP

level 8, 275 george street, sydney nsw 2000 t:(02) 9299 2711 f:(02) 9299 8005

www.hjb.com.au

Fax Message

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To:	ASX Company Announcements
Fax Number:	1300 300 021
From:	John Martin
Number of Pages (incl. this one):	8
Date:	20 November 2002

H J & B Group Limited Annual General Meeting
10.30am on Wednesday 20^th November 2002

Please find attached the Chairman's Address and proxy votes for the 2002 Annual General Meeting for release to the market.

Kartin Long Martin Company Secretary

AUSTRALIAN STOCK EXCHANGE H1B000051

HJ&B Group

HJ&B Group Limited ABN 90 091 302 975

THE 3^rd ANNUAL GENERAL MEETING HELD AT THE UNIVERSITY AND SCHOOLS CLUB 60 PHILLIP STREET SYDNEY ON 20 NOVEMBER 2002 AT 10.30AM

Chairman:	Opening remarks
	Good morning ladies and gentlemen. It is my pleasure as your Chairman to welcome you to the 3 rd Annual General Meeting of HJ&B.
	The Company Secretary, the Group's auditor and the Group's legal advisers are in attendance this morning. The Company Secretary has confirmed that the meeting is properly constituted, a quorum is present, and that the proxies have been inspected and all those validly lodged have been accepted.
	I therefore declare the meeting open. Before I say a few words about HJ&B Group I would like to my self and the Board.
	My name is Paul Biancardi I am a former Coopers & Lybrand PricewaterhouseCoopers National Tax partner, Managing Partner, Chairman of Australia and Director of several public companies.
	Peter Storey Non-Executive Director, former Director of Linfox Transport and Patrick Stevedoring and a Director of Employment National Limited
	Anna Buduls Non-Executive Director, currently a Director of Macquarie Generation, Mirvac Group and Freedom Furniture. Anna has also served on the Australian Dairy Board and the Australian Wheat Board.
	Allan Marks Chief Executive Officer. Allan has been involved in the recruitment industry since 1980 and a Director of Hamilton James and Bruce since 1991.
	Now I would like to say a few words about the year just past and comment on the outlook for 2003.

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_HJ&B Group

Chairman's	Year in Review and Outlook for 2003
Address	HJ&B Group has been faced with the most challenging times in the recruitment
	industry over the past 10 years. However challenging times are also an
	opportunity to take stock and look for opportunities that come with a downturn.
	As we forecast last year, there was minimal sector growth during the 2002 financial year. While the revenues of \$75.5 were in line with previous year's results the sharp decline in Permanent placement revenues meant we reported Earnings before Interest, Tax and Amortisation of \$1.6 million compared to \$4.8 million for 2001.
	In response to the downturn, management concentrated its efforts on matters it could control and introduced an effective cost reduction program and tighter working capital controls. This achieved positive results with Operating Cashflows for the period being \$4.5 million, an improvement of \$2.5 million over the previous year.
	Despite the tough conditions, HJ&B did have a productive year. It was a year of restructuring the business to ensure we could capitalise on the upturn in the recruitment sector when it came.
	Our priorities have been to:
	Consolidate and enhance market position
	Actively shift the business mix Improve business infrastructure
	Grow revenue
	The enhancement of the Group's market position is demonstrated by the 2 acquisitions which we made in the past 12 months. The first was Bowdens, which adds critical mass to the Queensland operation and expands our presence in the government sector. The second was OCG Consulting, the second largest executive recruitment firm in New Zealand. These purchases broaden our revenue base and client cross-selling opportunities.
	HJ&B Group further strengthened its market position by hiring new staff with strong industry specialisations. The emphasis on 8 key specialisations has increased the Group's ability to broaden and strengthen its client relationships.
	In the area of Preferred Supplier Agreements, we continued to win new business and retain important clients. Our strategy is to have blue chip companies and larger corporates as our main base. Regardless of the growing role of these Agreements, we remain committed to the principle of "not" buying business. We have worked to maintain our margins, by educating clients about the issues that arise when price becomes the sole determining factor. For both existing and new Preferred Supplier Agreements, we have managed to maintain our margins
	The diversification of our client base is such that the top 40 clients account for approximately 60% of total net revenue with no one client more than 8% of the total. This is an important part of our risk management strategy, as by broadening our client base we increase the stability of our revenue streams.

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	Outlook
	When we set our annual targets for this financial year, we were expecting a patchy first half with a moderate increase in activity in the second half of this financial year. After the first 4 months of trading, we have exceeded our targets and our profitability is roughly equivalent to the same period last year, which was strong before the downturn that affected the remainder of the 2002 Fiscal Year.
	We have seen some improvement in trading over past months without a clear trend. However, we are well equipped to take advantage of any sustained improved trading conditions with a strengthening in the number and quality of our consultants. The current year results will not have the impact of high amortisation expense after last year's decision to write down the goodwill on consolidation and therefore will increase our net profit after tax.
	The Board and Management are looking forward to sustained periods of profitability.
Notice of	We now move to the formal business of the meeting
Meeting	The Notice of the Annual General Meeting was mailed to all registered shareholders of HJ&B Group Limited on 21st October 2002 and I propose that the Notice of Meeting be taken as read.
	<<< Affirmation from floor>>> Is that agreed?
	Thank you.
Financial Statements and Reports	The Auditor's Report, the Annual Directors' Report and the Annual Financial Report were circulated to all shareholders with the Notice of Annual General Meeting.
	I now open the floor to questions on the financial statements and request that any person wishing to speak, first identify themselves and show their blue voting slip which was given to them at registration. $<<$ Allow adequate time for questions $>>$
	If questions are asked: As there are no further questions, I request that the Company Secretary record in the minutes that the Financial Statements and Reports were considered and received by the meeting.
	If no questions are asked: As the Annual Report contained comprehensive financial information, I note that there are no questions from the meeting on the financial statements. I request that the Company Secretary record in the minutes that the Financial Statements and Reports were considered and received by the meeting.

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Election of Directors	In accordance with ASX listing rules and the Constitution of the Company all Directors who have been appointed since the last Annual General Meeting must retire by rotation at each Annual General Meeting. All Directors (excluding the Managing Director) must retire by rotation at least every three years. At every Annual General Meeting, one third of the Directors (exclusive of the Managing Director) must retire from office. As at the date of the Notice of Meeting the Company has received no nominations for Directors other than those current Directors standing for re-election. The first item of business is Resolution 1 Ms Anna Buduls, who was appointed as a Director of the Company since the date of the last Annual General Meeting, retires as a director of HJ&B Group Limited and
	being eligible presents herself for election.
	That Ms Anna Buduls be elected as a Director of the Company I move
	As Chairman of the Board, Chairman of the Meeting and personally, I confirm that I am holding 20,863,578 proxies from 81 shareholders in respect of this resolution of which:
	17,504,642 will be voted for the resolution and 2,930,856 will be voted against the resolution.
	Any discussions or questions about the motion?
	Voting will be on a show of hands. I now put the motion. All those in favour please show your blue voting slip. All those against please show your blue voting slip. <<< Is a poll required? >>>
	I declare the resolution carried/lost.
Resolution 2	The next item of business is Resolution 2. Mr. Peter Russell Storey retires as a director of H J & B Group Limited and being eligible presents himself for re-election
	That Mr. Peter Russell Storey be re-elected as a director of the I move: Company.
	As Chairman of the Board, Chairman of the Meeting and personally, I confirm that I am holding 20,863,578 proxies from 81 shareholders in respect of this resolution of which:
	17,278,353 will be voted for the resolution, and 3,149,145 will be voted against the resolution.
	Any discussions or questions about the motion?
	Voting will be on a show of hands. I now put the motion.
	All those in favour please show your blue voting slip.
	All those against please show your blue voting slip. $<<$ Is a poll required? >>>
	I declare the resolution carried/lost

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HJ&B Group

Resolution	The next item of business is Resolution 3.
3.	The Constitution of the Company provides that each Director is entitled to remuneration out of the funds of the company as the Directors determine, but the remuneration of Non-Executive Directors may not exceed in total in any year the amount fixed by the Company in general meeting for that purpose. ASX Listing Rule 10.17 requires any increase in directors' fees to be approved by ordinary resolution of shareholders.
	The current maximum aggregate amount of Directors' remuneration as approved by the Company in general meeting is \$125,000 per annum. It is proposed that this maximum aggregate be increased to \$350,000 per annum, representing an increase of \$225,000 per annum.
	This maximum aggregate represents a ceiling for payments to Non-Executive Directors. It is not necessarily the amount that will be paid. The Board has no intention of increasing the quantum of fees per Director in the foreseeable future.
	Shareholder approval for this increased amount is being sought in order to immediately accommodate the appointment of Ms Anna Buduls as a Director with effect from 1 October 2002 and to accommodate the future appointment of further Non-Executive Directors of the Company should the Board of Directors determine that this is in the best interests of the Company.
	The Board of Directors will determine the allocation of the remuneration between the Non-Executive Directors.
	I move:
	That the total maximum amount of annual directors' fees be set at \$350,000 per annum (representing an increase in the total amount of annual directors' fees of \$225,000).
	As Chairman of the Board, Chairman of the Meeting and personally, I confirm that I am holding 20,863,578 proxies from 81 shareholders in respect of this resolution of which:
	16,389,381 will be voted for the resolution and 4,057,946 will be voted against the resolution.
	Any discussions or questions about the motion?
	Voting will be on a show of hands. I now put the motion. All those in favour please show your blue voting slip. All those against please show your blue voting slip.
	$<<$ Is a poll required?>>>
	I declare the resolution carried/lost.

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Other Business	Is there any other business that can lawfully be brought forward?
	I would now like to give you an opportunity to ask any further questions. $<<$ Allow adequate time for questions >>
	There being no more questions I would like to thank you all for your attendance at
Meeting Close	today's meeting and I now formally declare the 2002 Annual General Meeting closed.

2002 Annual General Meeting Proxy Votes

Resolution 1

Appointment of Ms Anna Buduls as Director.

The proxies in respect of this resolution are as follows:

	FOR	AGAINST	ABSTAIN	OPEN
Chairman	16,323,040	2,930,856	428,080	1,181,602
Other	329,874	10,000		5,526,380
Total	16,641,914	2,940,856	428,080	6,707,982

Resolution 2

Appointment of Mr Peter Russell Storey as a Director.

The proxies in respect of this resolution are as follows:

	FOR	AGAINST	ABSTAIN	OPEN
Chairman	16,096.751	3,149.145	436,080	1,181,602
Other	329,874	10,000		5,526,380
Total	16,426,625	3,159,145	436.080	6,707,982

Resolution 3

Increase maximum annual Directors' fees to \$350,000 per annum.

The proxies in respect of this resolution are as follows:

	FOR.	AGAINST	ABSTAIN	OPEN
Chairman	15,117,779	4,057,946	416,251	1,271,602
Other	133,334	206,540		5,526,380
Total	15,251,113	4,264,486	416,251	6,797,982