JANISON EDUCATION GROUP LIMITED — AGM Information 2003

Nov 18, 2003

NOTICE OF ANNUAL GENERAL MEETING HI&B GROUP LIMITED ABN 90 091 302 975 ("COMPANY")

The 2003 Annual General Meeting of the Company will be held at:

The Shangri-La Hotel, 176 Cumberland Street. The Rocks NSW 2000

On Wednesday 19 November 2003 at 10:00am, Sydney Time

RUSINESS

Item 1 - Financial Reports and Other Reports

To receive and consider the annual financial report for the Company containing the statement of financial performance, statement of financial position and statement of cash flows of the reporting entity for the financial year ended 30 June 2003, together with declaration and reports of Directors and Auditors.

Item 2 - Resolution for Election of Directors

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

• i) "That Ms Deborah Mary Wilson (appointed by the Board as a Director on 3 October 2003), who retires in accordance with Article 6.1 (e) of the Company's Constitution and, being eligible, offers herself for reelection, be re elected as a Director of the Company".
• ii) "That Mr Paul John Joseph Biancardi (an existing Director), who retires in accordance with Article 6.1(f) of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company".

Item 3 - Resolution to change the Name of the Company

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

"That the Company change its name from HJ&B Group Limited to Hamilton James and Bruce Group Limited and the Company's Constitution be changed accordingly to reflect this change".

By order of the Board

of S Matin

JOHN MARTIN COMPANY SECRETARY 17 October 2003

NOTICE OF ANNUAL CENTRAL METHO HIRB CROUP IN INTED

EXPLANATORY STATEMENT AND NOTES

Item 1 - Financial and Other Reports

The Annual Report to members includes the annual financial report, the report of the Auditors, the report of the Directors and the Directors' declaration for the year ended 30 June 2003.

The financial reports are tabled for consideration in accordance with Section 317 of the Corporations Act.

Item 2 - Resolution for Election of Directors

i) Ms Deborah Wilson

Ms Deborah Wilson was appointed as a Director of the Company by the Board of Directors on 3 October, 2003. ASX Listing Rule 14.4 and Article 6.1(e) provides that any Director appointed by the Directors of the Company will hold office only until the next Annual General Meeting of the Company and is then eligible for re-election by shareholders. Accordingly, Ms Wilson retires at the Annual General Meeting and offers herself for election.

Deborah has 19 years experience gained from working within the recruitment industry. She commenced her recruitment career in 1984 with Accountancy Placements Pty Limited and latterly Hays Personnel (Australia) where she spent 13 years; the last six of these years as a Board Member. She continued to broaden her recruitment experience with Manpower Services for a 3.5 year period. Deborah now has her own Human Resources business.

Deborah holds the Diploma by the Australian institute of Company Directors, is a Fellow of the Australian Institute of Company Directors, Member of the Australian Human Resources Institute and the Recruiting Consulting Services Association.

ii) Mr Paul Biancardi

Article 6.1(f) of the Constitution requires that at every Annual General Meeting one third of the Directors (exclusive of the Managing Director) must retire from office and are eligible for re-election.

There are currently four non-executive Directors and one Managing Director on the Board of the Company. One Director is required to retire. Mr Biancardi retires and offers himself for re-election.

Item 3 - Resolution to Change the Name of the Company

The Directors believe that it is appropriate to change the name of the Company from HJ&B Group Limited to Hamilton James and Bruce Group Limited so as to align the Company's name with the trading name of the Company's major business.

A change of name requires shareholder approval by special resolution under section 157(1)(a) of the Corporations Act.

A special resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

VOTING

It has been determined by the directors under regulation 7.11.37 of the Corporations Regulations that for the purpose of voting at the annual general meeting, shares in the Company will be taken to be held by those persons recorded as holding those shares on the Company's register as at 7:00pm on Monday 17 November 2003. Accordingly, those persons will be entitled to attend and vote at the annual general meeting.

PROXIES

• 1 Every member entitled to attend and vote at a meeting of members has a right to appoint a proxy to attend and vote instead of the member. A proxy form accompanies this notice.
• 2 The appointment may specify the proportion or number of votes that the proxy may cast. A member entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If proportions or numbers are not specified, each proxy may exercise half the votes. Any fraction of a vote resulting from a member appointing two proxies who are entitled to exercise the member's voting rights in respect of a proportion of the member's shares is to be disregarded.
• 3 A proxy need not be a member of the Company.
• 4 To be effective, a signed proxy form and the power of attorney or other authority (if any) under which the proxy form is signed, or a copy of that power of authority must be lodged by 10:00 am on Monday 17 November 2003 with the Company at either the following address. facsimile number or email address.

Mail Address

Locked Bag A14 Sydney South NSW 1235

Street Address

Level 8 580 George Street Sydney NSW 2000

Facsimile 02 8280 7646

On-line

www.asxperpetual.com.au

CORPORATE REPRESENTATIVES

A member who is a company cannot attend a meeting except by the attendance of either its duly authorised corporate representative or by its proxy. A corporate representative is entitled to attend and vote at the meeting on behalf of a corporate member. A corporate representative must present a validly executed appointment form at the meeting prior to voting.

A form of appointment of corporate representative can be obtained by contacting the Company Secretary, John Martin on (02) 8248 7000.

HJ&B Group Limited ABN 90 091 302 975

APPOINTMENT OF PROXY

If you propose to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

All Registry communications to: C/- ASX Perpetual Registrars Limited Level 8, 580 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235 Telephone: (02) 8280 7111 Facsimile: (02) 8280 7646 ASX Code: HJB Email: registrars@asxperpetual.com.au Website: www.asxperpetual.com.au

Remember, you can also lodge your vote on-line at www.asxperpetual.com.au

I/We being a member(s) of HJ & B Group Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark box)

$OR$ Write here the name of the person (excluding the registered securityholder) you are appointing if this person is someone other than the Chairman of the Meeting

or failing the person named, or if no person 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 instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10.00am on Wednesday, 19 November 2003 and at any adjournment of that meeting. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received in the Registrar's office no later than 48 hours before the meeting.

	X in the appropriate box below. Should you desire to direct your proxy how to vote on any resolution please insert
	For	Against	Abstain*				For	Against	Abstain*
Resolution 2 (i) Re-election of Director Ms Deborah Mary Wilson				Resolution 3 Change in Company name
Resolution 2 (ii) Re-election of Director. Mr Paul John Joseph Biancardi

* 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.

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityhoider's constitution and the Corporations Act 2001 (Cwith).

ASX Perpetual Registrars Limited advises that Chapter 2C of the Corporations Act 2001 reguires information about you as a security holder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. This information must continue to be included in the public register if you cease to be a securityholder. These statutory obligations are not aftered by the Privacy Amendment (Private Sector) Act 2000. Information is collected to administer your security holding and if some or all of the information is not collected then it might not be possible to administer your security holding. Our privacy policy is available on our website (www.asxperpetual.com.au). HJB PRX041