JANISON EDUCATION GROUP LIMITED — AGM Information 2011

Oct 11, 2011

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Notice of Annual General Meeting Hamilton James & Bruce Group Limited ABN 90 091 302 975 (Company) Registered Office: Level 12, 20 Bridge Street, Sydney, NSW 2000

The 2011 Annual General Meeting of the Company will be held: At: Level 12, 20 Bridge Street, Sydney, NSW 2000 On: Thursday, 10 November 2011 At: 10.00 am (Sydney time)

BUSINESS ITEMS

Item 1 - Financial Statements and Reports

To receive and consider the Financial Report, the Directors' Report and the Independent Audit Report of the Company for the financial year ended 30 June 2011.

Unless the Company's Share Registry has been notified otherwise, Shareholders will not be sent a hard copy of the Annual Report. All Shareholders can view the Annual Report, which contains the Financial Report for the year ended 30 June 2011 on the website of the Company, www.hib.com.au, under Investors/Annual Reports.

Item 2 - Remuneration Report (Resolution 1)

To consider and, if thought fit, to pass the following Resolution as an advisory Resolution:

"That the Company's Remuneration Report for the financial year ended 30 June 2011 is adopted."

Note: In accordance with section 250R of the Corporations Act, the vote on Resolution 1 will be advisory only and will not bind the Directors or the Company.

Item 3 - Re-election of Director (Resolution 2)

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

"That, Mr Miles Hedge who retires in accordance with Article 6.1(f) of the Company's Constitution, and having offered himself for election under Article 6.1(i), and being eligible, is elected as a Director of the Company "

Item 4 - Modification of the Constitution (Resolution 3)

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

"That with effect from the close of this meeting, the Constitution of the Company be modified by making the amendments contained in the amended Constitution tabled at the meeting and signed by the Chairman of the meeting for the purpose of identification."

By order of the Board.

$/$ Fermi

Lancelot Fernandes COMPANY SECRETARY 12 October 2011

EXPLANATORY STATEMENT AND NOTES

The Notice of Annual General Meeting should be read in conjunction with this Explanatory Statement and Notes, which form part of the Notice of Annual General Meeting. Definitions of key terms are set out at the end of this document.

The purpose of this Explanatory Note is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the Resolutions. The Directors recommend that Shareholders read this Explanatory Note before determining whether or not to support the Resolutions.

The advisory Resolution with regard to Item 2 is an ordinary Resolution and requires a simple majority of votes cast by Shareholders entitled to vote on the Resolution.

The Resolution with regard to Item 3 is an ordinary Resolution and requires a simple majority of votes cast by Shareholders entitled to vote on the Resolution.

The Resolution with regard to Item 4 is a special Resolution and requires a majority of at least 75% of votes cast by Shareholders entitled to vote on the Resolution.

Item 1 - Financial Statements and Reports

The Corporations Act requires the Financial Report, Directors' Report and Independent Audit Report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or the Company's Constitution for Shareholders to vote on, approve or adopt these reports.

Following the consideration of reports, the Chairman will give Shareholders a reasonable opportunity to ask questions about or comment on the management of the Company. The Auditor of the Company will also be available, and the Chairman will give Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• a) the conduct of the audit;
• the preparation and content of the Independent Audit Report; b)
• the accounting policies adopted by the Company in relation to the preparation of the financial $\mathbf{C}$ statements; and
• the independence of the Auditor in relation to the conduct of the audit. $d$

In addition to taking questions at the Annual General Meeting, Shareholders may submit written questions to the Company Auditor with regard to the content of the Independent Audit Report or the conduct of the audit. Shareholders must email such questions to the Company Secretary at Ifernandes@hib.com.au by 5:00 pm (Sydney time) on Thursday, 3 November 2011. The Company will pass all written questions to the Auditor.

The Auditor will prepare and provide to the Company a question list which sets out the questions that the Company has passed on to the Auditor and that the Auditor considers to be relevant to the conduct of the audit of the Financial Report or the content of the Auditor's Report. Please note that a question may not be included in the question list if the question list includes a question that is substantially the same as that question or if it is not practicable to include the question in the question list as a result of the time when the question is passed on to the Auditor.

At the Annual General Meeting, the Chairman will give the Auditor a reasonable opportunity to answer written questions submitted by Shareholders. There is no requirement for the Auditor to provide written answers to the questions, however, if the Auditor chooses to prepare written answers to any of the questions, the Chairman may permit the Auditor to table the written answers at the Annual General Meeting.

A list of written questions, if any, so submitted by Shareholders will be made available at the start of the Annual General Meeting and any written answer, if any, tabled by the Auditor at the Annual General Meeting will be made available as soon as practicable after the Annual General Meeting.

Item 2 - Remuneration Report (Resolution 1)

The Company's Remuneration Report (Report) for the financial year ended 30 June 2011 is set out in pages 14-19 in the Company's 2011 Annual Report (which is available on the Company's website - www.hib.com.au under Investors / Annual Reports). The Report forms part of the Directors' Report for the financial year ended 30 June 2011.

The Report contains information required by section 300A of the Corporations Act and details the remuneration policy for the Company and reports the remuneration arrangements for Key Management Personnel (identified for the purposes of AASB 1046: Director and Executive Disclosures by Disclosing Entities) and other employees of the Company.

The Chairman will give Shareholders a reasonable opportunity to ask questions about or make comments on the Report.

Section 250R(2) of the Corporations Act requires the Shareholders to vote on an advisory Resolution that the Report is adopted. The proposed vote in Item 2 is advisory only and will not bind the Directors or the Company, however, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

Under section 250(V) of the Corporations Act, if the Report receives a "no" vote of 25 per cent or more, at two consecutive Annual General Meetings held after 1 July 2011, an ordinary Resolution must then be put to Shareholders at the second Annual General Meeting as to whether another meeting should be held within 90 days at which all Directors (other than the Managing Director) who were in office when the Resolution to make the Directors' Report considered at the second Annual General Meeting was passed, must stand for re-election.

The Directors recommend that Shareholders vote in favour of this Resolution.

Voting Exclusion Statement with regard to Item 2

In accordance with s250(R)(4) of the Corporations Act, the Company will disregard any votes cast on Item 2 (Remuneration Report) by any member of the Company's Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party to a member of the Key Management Personnel.

However, the Company need not disregard a vote if.

• it is cast by a member of the Key Management Personnel or a Closely Related Party, as a proxy who is a) appointed in writing for a person who is entitled to vote;
• it is not an undirected proxy and the SecurityHolder Voting Form specifies how the proxy should vote b) (directed proxy);
• the proxy votes in accordance with the directions on the SecurityHolder Voting Form; and $c)$
• it is not cast on behalf of a member of the Key Management Personnel or a Closely Related Party. d)

A vote cast in contravention of section 250(R)(4) of the Corporations Act is taken not to be cast.

Accordingly, Shareholders entitled to vote on Item 2 (Remuneration Report), who appoint as their proxy, a member of the Key Management Personnel including the Chairman of the Annual General Meeting (or Closely Related Parties of such persons), should direct their proxy as to how to vote by marking either "For", "Against" or "Abstain" on the Security Holder Voting Form for that item of business. Failing to direct the proxy will result in that Shareholder's vote on Item 2 (Remuneration Report) being disregarded.

Key Management Personnel is defined as persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Closely Related Parties to a member of the Key Management Personnel is defined in the Corporations Act as including a member's spouse, child, spouse's child, dependant of the member or their spouse, a company the member controls, family of a member that may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company.

Voting on Item 2 (Remuneration Report) by proxy

Should Shareholders appoint a proxy, Shareholders are encouraged to direct that proxy as to how to vote on Item 2 (Remuneration Report) by marking either "For", "Against" or "Abstain" on the SecurityHolder Voting Form for that item of business.

The Australian Securities and Investments Commission ("ASIC") has advised in Information Sheet 144 that there is some uncertainty as to whether the Chairman of the Annual General Meeting whose remuneration details are included in the Report may be prohibited from voting undirected proxies on a Resolution to adopt the Report.

In accordance with ASIC guidance, the Board has resolved that undirected proxies held by the Chairman of the Annual General Meeting, will not be voted on Item 2 (Remuneration Report).

Accordingly, Shareholders entitled to vote on Item 2 (Remuneration Report), who appoint as their proxy the Chairman of the Annual General Meeting, should direct their proxy as to how to vote by marking either "For", "Against" or "Abstain" on the Security Holder Voting Form for that item of business. Failing to direct the proxy will result in that Shareholder's vote on Item 2 (Remuneration Report) being disregarded.

Item 3 - Re-election of Director (Resolution 2)

Article 6.1(f) of the Company's Constitution prescribes that an election of Directors must take place each vear and at that meeting (excluding any Directors who are required to retire at that meeting under Article 6.1(e) and the Managing Director) one-third of the remaining Directors must retire from office as Directors. Article 6.1(i) provides that a Director retiring under Article 6.1(f) may offer themself for re-election by the Shareholders of the Company.

If re-elected at the Annual General Meeting, the Director's re-election will commence at the conclusion of the Annual General Meeting.

Retirement and election of Mr Miles Hedge

Mr Miles Hedge who retires by rotation in accordance with the Constitution of the Company, being eligible, offers himself for re-election as a Director of the Company.

Mr Hedge has over 35 years of commercial experience gained through appointments to a number of international businesses. Mr Hedge was with Prime Television Limited as Finance Director for some vears and then as General Manager Finance with Dyno Nobel Asia Pacific Limited, which was involved internationally in marketing mining explosives. Prior to these appointments Mr Hedge gained international experience with Pricewaterhouse Coopers in Sydney, London and Jakarta. Mr Hedge was also an Associate Director of the investment bank Gresham Partners Limited for some years. In addition to Hamilton James & Bruce Group Limited (where he also chairs the Audit Committee), Mr Hedge is also Chairman of SPAR Australia Limited and a Non-Executive Director of Stellar Group Pty Limited. Mr Hedge was appointed Non-Executive Director on 18 November 2009.

The Directors, with Mr Hedge abstaining, recommend that Shareholders vote in favour of this Resolution.

The Chairman intends to vote undirected proxies for Item 3 (Re-election of Director) in favour of the Resolution.

Item 4 - Modification of the Constitution (Resolution 3)

The Company's Constitution was adopted in 1999 and it was last amended in 2003. It is proposed that the Company's Constitution be modified to reflect recent amendments to the Corporations Act with regard to the payment of dividends.

There have recently been amendments to the Corporations Act restrictions on the payment of dividends. The amendments replaced the requirements that dividends be paid only out of profits with a new test which requires dividend payments be made only if the Company is solvent, assets exceed liabilities and there is sufficient excess assets to make the dividend payments, it is fair and reasonable to the Company's Shareholders as a whole and it does not materially prejudice the Company's ability to pay creditors. The proposed amendments to the Constitution will ensure the Constitution is consistent with the Corporations Act.

A copy of the amended Constitution, marked up to show the proposed changes, is available on the Company's website at www.hib.com.au. Copies may be obtained by emailing the Company Secretary at Ifernandes@hjb.com.au.

The Directors recommend that Shareholders vote in favour of this Resolution.

The Chairman intends to vote undirected proxies for Item 4 (Modification of the Constitution) in favour of this Resolution.

DEFINITIONS OF KEY TERMS

Annual General Meeting Auditor Board Chairman Closely Related Parties	the Annual General Meeting of Shareholders to be held on 10 November 2011 the independent auditor the Board of Directors of the Company from time to time the Company chairman - Jeffery Goss a closely related party to a member of the Key Management Personnel, including the member's spouse, child, spouse's child, dependant of the member or their spouse, a company the member controls, family of a member that may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company
Company	Hamilton James & Bruce Group Limited ABN 90 091 302 975
Company Secretary	the Company secretary - Lancelot Fernandes
Corporations Act	Corporations Act 2001 (Cth.)
Constitution	the constitution of the Company
Director	a director of the Company
Explanatory Notes	means this document which accompanies the Notice of Meeting
Key Management Personnel	persons having authority and responsibility for planning, directing and controlling the activities of the company, directly or indirectly, including any Director (whether executive or otherwise) of that company
Registry	Link Market Services Limited ACN 083 214 537
Report	means the Company's Remuneration Report for the financial year ended 30 June 2011
Resolution	means each resolution set out in the Notice of Meeting
Shares	fully paid ordinary shares in the capital of the Company
Shareholder	means a holder of Shares in the Company

ENTITLEMENT TO VOTE

It has been determined by the Directors 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 Shares on the Company's register as at 7:00 pm (Sydney time) on Tuesday 8 November 2011 will be entitled to attend and vote at the Annual General Meeting.

Shareholders who are entitled to attend and vote at the Annual General Meeting may elect to vote directly or appoint an individual or body corporate as a proxy. If the Shareholder is a body corporate, they may appoint a representative.

If more than one joint holder of Shares is present at the Annual General Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

VOTING BY PROXY

• 1. A Shareholder entitled to attend and vote, is entitled to appoint a proxy.
• A person who is entitled to cast two or more votes may appoint 2 proxies and may specify the proportion $\mathcal{P}$ or number of votes each proxy appointed is entitled to exercise. If the Shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise up to half of the Shareholder's votes
• 1. A proxy need not be a Shareholder.
• To be effective, the SecurityHolder Voting Form (attached to the Notice of Meeting) must be received by $\blacktriangle$ the Company as outlined below.
• The appointment of proxy is not revoked by the appointer attending the Annual General Meeting. 5. However, if the appointer votes on a resolution, the proxy is not entitled to vote.

Shareholders should refer to the Security Holder Voting Form for further instructions on appointing a proxy. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that:

in accordance with section 250D of the Corporations Act, it appoints an individual as its corporate a) representative to exercise its powers at the Annual General Meetings; and

$_b$ it provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Annual General Meeting.

If such evidence is not received before the Annual General Meeting, then the body corporate (through its representative) will not be permitted to act as your proxy. A form of appointment of corporate representative can be obtained by contacting the Company Secretary, Lancelot Fernandes on (02) 8248 7005.

Shareholders who submit proxies are encouraged to direct their proxy how to vote on each Resolution. If you wish to direct a proxy on how to vote on any Resolution, you should place a mark (e.g. a cross) in the appropriate box in the SecurityHolder Voting Form, by marking either "For", "Against" or "Abstain" for each of those items of business for a valid direct vote to be recorded on those items.

The Chairman, Key Management Personnel or their Closely Related Parties will not cast any votes for undirected proxies in relation to Item 2 (Remuneration Report). Accordingly, if you appoint the Chairman, Key Management Personnel or their Closely Related Parties as your proxy, you should direct him how to vote in Item 2 (Remuneration Report) if you want your shares voted on that item of business.

If you sign the enclosed SecurityHolder Voting Form and do not mark either of the boxes in Step 1, you will have appointed the Chairman of the Annual General Meeting as your proxy. In that case, your shares will not be voted on Item 2 (Remuneration Report), unless you direct the Chairman of the Annual General Meeting as your proxy how to vote by marking the appropriate box on the SecurityHolder Voting Form.

The Chairman intends to vote undirected proxies for Item 3 (Re-election of Director) and Item 4 (Modification of Constitution) in favour of the Resolutions before the Annual General Meeting.

To be effective, your signed Security Holder Voting Form and the power of attorney or other authority (if any) under which the Security Holder Voting Form is signed or a copy of that power of authority must be lodged by 10:00 am (Sydney time) on Tuesday, 8 November 2011 with the Company by one of the following methods:

Online:

Log onto the website www.linkmarketservices.com.au and follow the instructions. You will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN), personal details and postcode.

By post:

Locked Bag A14 Sydney South NSW 1235

By facsimile:

In Australia: (02) 9287 0309 From outside Australia: +61 2 9287 0309

By delivery:

Link Market Services Limited Level 12, 680 George Street Sydney South NSW 2000

To be valid, a proxy must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

VOTING EXCLUSION STATEMENT

In accordance with s250(R)(4) of the Corporations Act, the Company will disregard any votes cast on Item 2 (Remuneration Report) by any member of the Company's Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party to a member of the Key Management Personnel.

However, the Company need not disregard a vote if.

it is cast by a member of the Key Management Personnel or a Closely Related Party, as a proxy who is a) appointed in writing for a person who is entitled to vote;

• it is not an undirected proxy and the Security Holder Voting Form specifies how the proxy should vote b) (directed proxy);
• the proxy votes in accordance with the directions on the SecurityHolder Voting Form; and $C)$
• it is not cast on behalf of a member of the Key Management Personnel or a Closely Related Party. d)

A vote cast in contravention of section 250(R)(4) of the Corporations Act is taken not to be cast.

Accordingly, Shareholders entitled to vote on Item 2 (Remuneration Report), who appoint as their proxy, a member of the Key Management Personnel including the Chairman of the Annual General Meeting (or Closely Related
Parties of such persons), should direct their proxy as to how to vote by marking either "For", "Against" or
"Abstain" Shareholder's vote on Item 2 (Remuneration Report) being disregarded.

SHAREHOLDER QUESTIONS

If you wish a question to be put to the Chairman of the Annual General Meeting or Auditor and you are not able to attend the Annual General Meeting please email your question to the Company Secretary at lfernandes@hjb.com.au.

To allow time to collate questions and prepare answers, questions are to be received by the Company Secretary by 5:00 pm (Sydney time) on Thursday, 3 November 2011.