Hamilton James & Bruce Group Limited (Subject to Deed of Company Arrangement)

ACN 091 302 975 NOTICE OF MEETING EXPLANATORY STATEMENT PROXY FORM

TIME: 11am

DATE: 23 June 2014

PLACE: Level 5, 137-139 Bathurst Street, Sydney NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Note: Stantons International Securities has prepared the Independent Expert's Report dated 28 April 2014 (IER) and has provided an opinion that it believes the proposals as outlined in Resolutions 5, 6, 7, 8 and 9 are fair and reasonable to the Shareholders not associated with the Company. It is recommended that all Shareholders read the IER in full.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Deed Administrator on 0411 692 425.

CONTENTS PAGE

Letter to Shareholders	3
Notice of General Meeting (setting out the proposed Resolutions)	9
Explanatory Statement (explaining the proposed Resolutions)	19
Glossary	42
Proxy Form	45
Schedule 1 – Terms of First Placement Options	50
Schedule 2 – Terms of 3 Year Options (part of Management Options)	52
Schedule 3 – Terms of 5 Year Options (part of Management Options)	55
Schedule 4 – Summary of terms of Option Plan	58
Schedule 5 – Table: Dilutionary effect of issue of Related Party Securities	61
Annexure A – Independent Expert's Report	62
Annexure B – Nomination of Auditor	83

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be at 11am on 23 June 2014 at: Level 5, 137-139 Bathurst Street, Sydney NSW 2000

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and either deliver it:

(a) by hand or post to Level 5, 137-139 Bathurst Street, Sydney NSW 2000; or
(b) by facsimile to (+61 2) 9283 1970

so that it is received not later than 11am on 21 June 2014.

Proxy Forms received later than this time will be invalid.

LETTER TO SHAREHOLDERS

Dear Shareholder

As you are aware, on 12 September 2013, Scott Turner was appointed as the Administrator (Deed Administrator) to assume control of Hamilton James & Bruce Group Limited (ACN 091 302 975) (Company or HJB) and its subsidiaries and now controls the Company's business, property and affairs.

On 24 December 2013, following approval by creditors, the Company entered into a Deed of Company Arrangement (DOCA), and the now Deed Administrator, in accordance with the terms of the DOCA was authorised, among other things, to investigate the restructure of the Company's capital with a view to re-listing the Company on ASX for the benefit of creditors and Shareholders.

The creditors of the Company, together with the Deed Administrator, have agreed to a proposal presented by a syndicate (Syndicate) headed by Pager Partners Corporate Advisory Pty Limited as trustee for the Pager Partners Investment Trust (Pager Partners) for the restructure and recapitalisation of the Company (Proposal).

If completed, Pager Partners' proposal will result in sufficient cash being injected into the Company to continue with certain operations and support of the Company's future. The Proposal is subject to Shareholder approval at the General Meeting and the further conditions outlined below under the heading 'Conditions of the Proposal'.

Terms of the Proposal (and executed DOCA)

The Proposal involves:

(a) The Company retaining its existing assets (unencumbered) including all of the unencumbered assets of HJB including all of the Company's remaining assets including (to the extent it exists) but not limited to source code, servers, registered business names, intellectual property, goodwill, domain names, websites, trademarks, patents, customer/supplier lists, contracts, business processes and procedures, and all other assets to operate these businesses (HJB Business) be retained by HJB, or transferred to HJB (or a newly created subsidiary of HJB) from its subsidiaries. The HJB Business must remain as an unencumbered asset of the Company to enable the Company to be reinstated to trading on the Australian Securities Exchange Limited (ASX).
(b) The Company entering into a Creditors' Trust Deed which occurred on 24 December 2013, for the purposes of satisfying approved creditor claims.
(c) The Company making available any of its rights in its sundry debtors (and any other assets not purchased by the Syndicate) for the benefit of the Company's creditors pursuant to the terms of the DOCA.
(d) The Company making a payment of \$200,000 (which the Syndicate will forward to HJB as a loan that will subsequently be repaid via funds raised by the Company) to the Deed Administrator for the benefit of the Creditors Trust (Cash Consideration) for control of HJB and 100% of the HJB Business. All other liabilities and obligations of the Company will be compromised under the DOCA. The Syndicate has (as of the date of this Notice of Meeting) already made a non-refundable deposit of \$10,000 upon execution of the DOCA towards the Cash Consideration amount.
(e) The Company undertaking a 33:1 consolidation (Consolidation) of all of its existing capital, including unlisted options that are not cancelled, prior to any other Securities being issued pursuant to the Resolutions under this Notice of Meeting.
(f) The Company raising new equity by way of the following placements (which will be made pursuant to a prospectus):
(i) a first placement of:
- (A) 140 million Shares at a placement price of \$0.0025 per Share to raise \$350,000 to the Syndicate (or its nominees) and other investors that are invited by the Company as part of the Proposal (First Placement Shares); and
- (B) 70 million Options at a placement price of \$0.000025 per Option to raise \$1,750 with each Option exercisable at \$0.01 on or before 30 June 2017 to the Syndicate (or its nominees) (First Placement Options);

(First Placement Shares and First Placement Options collectively known as the First Placement)

(ii) a second placement of up to 130 million Shares at a placement price of \$0.01 per Share to raise up to \$1.3 million to general investors (Second Placement); and
(iii) an issue of 40.5 million Management Options, each to acquire one Share in the Company at an exercise price of \$0.01 each, to directors and other key management of the Company (or their nominees).

A total of up to 63.6 million First Placement Shares, up to 43 million First Placement Options, up to 19 million Second Placement Shares and up to 26 million Management Options are proposed to be placed to the proposed Directors (or their nominees) referred to in Resolutions 6 to 9 inclusive in this Notice of Meeting.

(g) The current Directors, Grahame Anthony Doyle, Richard Brian Shewell Walters, Prajval Ashral Colaco and Lancelot Christopher Fernandes being either removed by the Deed Administrator or resigning from the Board of the Company after the Company obtains Shareholder approval for the Proposal.
(h) The proposed Directors, Mike Hill, Mike Everett, Michael Pollak and Brett Chenoweth being appointed to the Board of the Company, immediately after the removal and/or resignation of the current Directors. (collectively known as the New Board). Resolutions 10 to 13 inclusive in this Notice of Meeting seek Shareholder approval for these appointments.

Conditions of the Proposal

In addition to the Shareholder approvals required (as contemplated by this Notice of Meeting), the Proposal is subject to the following general conditions:

(a) all liabilities and long term commitments of HJB being released and compromised via a DOCA. It is a term of the DOCA that it is wholly effectuated and the appointment of the Deed Administrator terminate contemporaneously with the payment by the Company of the Cash Consideration to the Deed Administrator;

(b) the secured creditors, if any, agree to release all security over HJB;
(c) all creditors are bound by the DOCA. All creditors will be required to prove in accordance with the terms of the DOCA and Creditors Trust and no creditor shall have a right to claim payment against the Company (for the avoidance of doubt, the DOCA shall clearly state that the claims of all creditors shall be released and that all creditors shall only have an entitlement to prove in the Creditors Trust and not against the Company);
(d) all subsidiaries of HJB shall be excised from HJB and dealt with by the Deed Administrator in accordance with the DOCA (unless otherwise required by the Syndicate);
(e) termination of the employment of all employees of HJB, if any, at no cost to the Company post the DOCA;
(f) ASX providing written confirmation to HJB that it will lift the suspension on the trading of the securities of the Company without the need to re-comply with Chapters 1 and 2 of the ASX Listing Rules on finalising the DOCA;
(g) all secured creditors, if any, voting in favour of this Proposal at a meeting of creditors convened for that purpose of otherwise agreeing to be bound by this Proposal;
(h) the Syndicate being satisfied that all convertible notes on issue, if any, are simply debt obligations and the holders of such convertible notes being required to prove as creditors in accordance with the terms of the DOCA and Creditors Trust and no convertible noteholder shall have a right to claim payment against the Company or convert to equity after the termination of the DOCA;
(i) all employee options, if any, being cancelled or consolidated; and
(j) the receipt of Shareholder approval of the Proposal, the subject of this Notice of Meeting. The Syndicate shall bear its own costs in relation to the preparation of materials to obtain Shareholder approval which sums shall be reimbursed by the Company in the event that the Proposal is approved and the Company is reinstated to trading on the ASX.

General conditions (a) – (d) above will be satisfied at the point the DOCA is effectuated, which would be shortly after this Meeting takes place. The Deed Administrator has advised the Company that general condition (e) has already taken place. The Company has received written confirmation from the ASX satisfying general condition (f). General condition (g) has been waived but all secured creditors will be required to release their security prior to the effectuation of the DOCA. The Company is not aware of any convertible notes or employee options subject to general conditions (h) and (i).

Terms of the Cash Consideration

As outlined in paragraph (d) of the Terms of the Proposal (page 4 of this Notice), the Syndicate headed by Pager Partners will advance a total of \$200,000 to the Company as an unsecured interest free loan. The loan funds will be applied by the Company in satisfaction of the terms of the DOCA, in particular the requirement to pay \$200,000 to the Deed Administrator for the purposes of satisfying creditors' claims under the Creditors' Trust Deed. At the Syndicate's election, the loan funds will either be reimbursed to the Syndicate by way of subscription for Securities under the upcoming placements, or will otherwise be repaid.

Pro-forma capital structure

The proposed capital structure of the Company following completion of the Proposal is summarised below:

Table 1 – Proposed Capital Structure

Capital Structure	Shares	First Placement Options	Management Options
Pre-Consolidation Securities	556,929,634	Nil	Nil
Post 33:1 Consolidation Securities (Resolution 1)	16,876,656	Nil	Nil
First Placement (Resolution 2)	140,000,000	70,000,000	Nil
Second Placement (Resolution 3)	130,000,000(a)	Nil	Nil
Management Options (Resolution 4)	Nil	Nil	40,500,000
Completion of all Resolutions under this Notice of Meeting	286,876,656	70,000,000	40,500,000

Notes:

(a) Assumes the Second Placement is fully subscribed.

Use of funds

The Company's review and development plans are the best estimates available to the Company at this time as to the proposed use of funds. It is important to recognise that the proposed use of funds is subject to change in line with emerging results, circumstances and opportunities.

The Company intends to leverage HJB Group's assets including the 'HJB' and 'Hamilton James & Bruce' registered business names, domain names, websites, software and source code, intellectual property and know how such as recruitment process documentation, work manuals, check lists, process and procedure manuals, marketing materials, industry knowledge, customer/client lists, employee (ie temporary & permanent) and contractor lists and all other assets necessary to operate the HJB business.

The Company's principal activities were and it is proposed they will continue to be the:

provision of permanent employee placements and temporary and contractor recruitment services;
provision of management, contract and support human resource services across various industries; and
provision of education, recruitment and ancillary services.

As was previously announced to the market, to ensure the continuity of employment of HJB's contractors and temporary staff, and ongoing supply to clients, the contractor book of the Company was sold prior to the appointment of the Administrator. The Company intends to continue to trade and rebuild the book under the HJB brand which is well recognised utilising the Company's intellectual property, client list and contractor/employee relationships. In order to initially operate with low fixed overheads, the New Board will consider forming strategic partnerships with other players in the recruitment, human resources and professional services industry to provide the Company fulfilment capability.

Furthermore, the New Board intend to investigate introducing complementary professional services to expand the HJB business model, including talent management, employee relations & compliance, education & training, and talent agency services.

The Company believes there is an opportunity to deliver many of these services via an online model.

Whilst HJB's current operations are developed, it will continue to seek to achieve greater scale as a company through business acquisition opportunities, utilising the existing infrastructure, foundation and know-how from which to acquire, absorb and integrate new value accretive businesses.

The Company will also consider the acquisition and development of any other investments, both within the broader recruitment industry as well as in unrelated market segments, as identified by the Company and subject always to compliance with the ASX Listing Rules and the Corporations Act.

Description	Year 1 (\$)	Year 2 (\$)	Total (\$)
Repayment of loan funds arranged by the Syndicate for payment to the Deed Administrator to satisfy obligations under the DOCA	200,000	Nil	200,000
Review and development of existing assets	220,000	230,000	450,000
Review and evaluation of new projects	195,000	195,000	390,000
Staffing costs	161,000	167,000	328,000
Administration costs	49,000	74,750	123,750
Regulatory, compliance and audit costs	20,000	40,000	60,000
Estimated recapitalisation and restructure costs	100,000	Nil	100,000
Total	945,000	706,750	1,651,750

Table 2 – Breakdown of use of funds

Reinstatement to Official Quotation

As already mentioned, subject to all the Resolutions (apart from Resolutions 14 – 18 (inclusive)) being passed at this General Meeting, the Company intends to seek reinstatement to Official Quotation on ASX. The Company will therefore need to satisfy ASX's requirements prior to reinstatement. ASX has confirmed, however, that the Company will not be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules in their entirety.

Under ASX Listing Rule 17.7, the ASX has the discretion to reinstate the Securities of the Company to trading. ASX can exercise its discretion if it is satisfied that the Company is capable of meeting the ongoing requirements for listing, including:

(a) there is sufficient level of operations to warrant the continued quotation of its securities;

(b) that its financial condition is adequate to warrant the continued quotation of its securities;
(c) that it completes all outstanding reports required by the ASX Listing Rules (including without limitation, its audited financial report for the last year end); and
(d) that it pays all outstanding fees to the ASX.

Summary

In considering the Resolutions, Shareholders must bear in mind the Company's current financial circumstances. In this regard, Shareholders should note that the Securities of the Company have been suspended from trading since 2 September 2013 and the Company requires recapitalisation to continue its operations and seek re-quotation of its Securities on ASX. The Resolutions contained in this Notice are therefore important and affect the future of the Company. Shareholders are urged to give careful consideration to the Notice and the contents of this Explanatory Statement.

If all the Resolutions (apart from Resolutions 14 – 18 (inclusive)) are passed and implemented, the Company will be debt free, it will be able to continue its business in Australia and it will be in a position to apply to ASX for the reinstatement of its Securities to Official Quotation. The Deed Administrator considered in the Administrators' Report Pursuant to section 439A of the Corporations Act 2001 dated 26 November 2013 that the Proposal would result in a better return to creditors than the Company being placed in liquidation. The New Board also believe this to be a realistic option to enable the Company to continue operating. The Deed Administrator will need to investigate other options for the Company if this restructure and recapitalisation is not approved by Shareholders, which will include liquidation, in which case it is expected there will be no return to Shareholders.

Yours faithfully

Scott Turner Deed Administrator Hamilton James & Bruce Group Limited (Subject to Deed of Company Arrangement)

NOTICE OF MEETING

Notice is hereby given that a General Meeting of Shareholders of Hamilton James & Bruce Group Limited (ACN 091 302 975) will be held at 11am on 23 June 2014 at Level 5, 137-139 Bathurst Street, Sydney NSW 2000.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Deed Administrator has determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 11am on 21 June 2014.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

RESOLUTIONS

1. RESOLUTION 1 – CONSOLIDATION OF CAPITAL

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

"That, subject to all other Resolutions (other than Resolutions 14 to 18 (inclusive)) being passed, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

a. every thirty-three (33) Shares be consolidated into one (1) Share; and
b. every thirty-three (33) Options be consolidated into one (1) Option,

and, where this Consolidation results in a fraction of a Share or an Option being held, the Company be authorised to round that fraction up or down (as the case may be) to the nearest whole Share or Option (as the case may be), further details of which are described in the Explanatory Statement."

2. RESOLUTION 2 – ISSUE OF SECURITIES PURSUANT TO FIRST PLACEMENT

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

a. up to 140,000,000 fully paid ordinary shares to the Syndicate (or its nominees) and other investors that are invited by the Company as part of the Proposal (First Placement Shares) at an issue price of \$0.0025 per First Placement Share (post-Consolidation) to raise up to \$350,000; and

b. up to 70,000,000 Options to each subscribe for one (1) Share in the Company (First Placement Options) at an issue price of \$0.000025 per First Placement Option to raise up to \$1,750, with each First Placement Option exercisable at \$0.01 on or before 30 June 2017;

on terms and conditions all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting."

Voting exclusion statement: The Company will disregard any votes cast on Resolution 2 by:

(a) a person who is proposing to participate in the issue;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed; and
(c) an associate of any person described in (a) or (b).

However, the Company need not disregard a vote if:

(i) it is cast by a person acting as a proxy for another person entitled to vote, in accordance with the direction on the proxy form; or
(ii) it is cast by the person chairing the meeting ("the Chair") as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. RESOLUTION 3 – ISSUE OF SECOND PLACEMENT SHARES

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

a. up to 130,000,000 fully paid ordinary shares to general investors (that may include members of the Syndicate (or its nominees)) (Second Placement Shares) at an issue price of \$0.01 per Second Placement Share (post-Consolidation) to raise up to \$1,300,000;

on terms and conditions all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting."

Voting exclusion statement: The Company will disregard any votes cast on Resolution 3 by:

(a) a person who is proposing to participate in the issue;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed; and
(c) an associate of any person described in (a) or (b).

However, the Company need not disregard a vote if:

(i) it is cast by a person acting as a proxy for another person entitled to vote, in accordance with the direction on the proxy form; or
(ii) it is cast by the person chairing the meeting ("the Chair") as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. RESOLUTION 4 – APPROVAL OF FUTURE ISSUE OF 40,500,000 MANAGEMENT OPTIONS

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

"That, subject to all other Resolutions (other than Resolutions 14 to 18 (inclusive)) being passed, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue of 40,500,000 options to proposed Directors, key management and advisers of the Company (part of the Management Options) for nil consideration at an exercise price of \$0.01 per Management Option, with vesting and other terms and conditions, all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting."

Voting exclusion statement: The Company will disregard any votes cast on Resolution 4 by:

(a) a person who is proposing to participate in the issue;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed; and
(c) an associate of any person described in (a) or (b).

However, the Company need not disregard a vote if:

(i) it is cast by a person acting as a proxy for another person entitled to vote, in accordance with the direction on the proxy form; or
(ii) it is cast by the person chairing the meeting ("the Chair") as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. RESOLUTION 5 – ACQUISITION OF A RELEVANT INTEREST

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

"That, subject to all other Resolutions (other than Resolutions 14 to 18 (inclusive)) being passed, for the purpose of section 611 (item 7) of the Corporations Act and for all other purposes, the Shareholders of the Company approve:

a. the issue of:
i. up to 131,600,000 First Placement Shares;
ii. up to 70,000,000 First Placement Options;
iii. up to 49,000,000 Second Placement Shares; and
iv. 40,500,000 Management Options,

to the Syndicate (or its nominees); and

b. the acquisition of a relevant interest in the issued voting Shares of the Company by the Syndicate (or its nominees) in excess of the threshold prescribed by section 606(1) of the Corporations Act, on the terms and conditions,

all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting."

Voting power of the Syndicate (or its nominees): As set out in Table 4 in the Explanatory Statement, the proposed maximum voting power of the Syndicate (or its nominees) is 73.26%.

Independent Expert's Report (IER): Shareholders should carefully consider the IER prepared by Stantons International Securities for the purpose of seeking Shareholder approval required under section 611 (item 7) of the Corporations Act. The IER comments on the fairness and reasonableness of the transaction to the nonassociated Shareholders of the Company and concludes that the transaction is fair and reasonable.

Voting exclusion statement: The Company will disregard any votes cast on Resolution 5 by:

(a) a person who is proposing to participate in the issue;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed; and
(c) an associate of any person described in (a) or (b).

However, the Company need not disregard a vote if:

(i) it is cast by a person acting as a proxy for another person entitled to vote, in accordance with the direction on the proxy form; or
(ii) it is cast by the person chairing the meeting ("the Chair") as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. RESOLUTION 6 – RELATED PARTY APPROVAL – MICHAEL (MIKE) HILL

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

"That, subject to all other Resolutions (other than Resolutions 14 to 18 (inclusive)) being passed, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue of:

a. up to 12,800,000 First Placement Shares;
b. up to 13,000,000 First Placement Options;
c. up to 2,000,000 Second Placement Shares; and
d. up to 7,000,000 Management Options,

to Mike Hill (or his nominee), a proposed Director of the Company, on the terms and conditions all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting."

Voting exclusion statement: The Company will disregard any votes cast on Resolution 6 by:

(a) Mr Hill or his nominee;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed; and
(c) an associate of any person described in (a) or (b).

However, the Company need not disregard a vote if:

(i) it is cast by a person acting as a proxy for another person entitled to vote, in accordance with the direction on the proxy form; or
(ii) it is cast by the person chairing the meeting ("the Chair") as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. RESOLUTION 7 – RELATED PARTY APPROVAL – MICHAEL EVERETT

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

a. up to 14,400,000 First Placement Shares;
b. up to 9,500,000 First Placement Options;
c. up to 6,000,000 Second Placement Shares; and
d. up to 9,500,000 Management Options,

to Michael Everett (or his nominee), a proposed Director of the Company, on the terms and conditions all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting."

Voting exclusion statement: The Company will disregard any votes cast on Resolution 7 by:

(a) Mr Everett or his nominee;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed; and
(c) an associate of any person described in (a) or (b).

However, the Company need not disregard a vote if:

(i) it is cast by a person acting as a proxy for another person entitled to vote, in accordance with the direction on the proxy form; or
(ii) it is cast by the person chairing the meeting ("the Chair") as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. RESOLUTION 8 – RELATED PARTY APPROVAL – MICHAEL POLLAK

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

a. up to 22,000,000 First Placement Shares;
b. up to 7,500,000 First Placement Options;
c. up to 5,000,000 Second Placement Shares; and
d. up to 2,500,000 Management Options,

to Michael Pollak (or his nominee), a proposed Director of the Company, on the terms and conditions all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting."

Voting exclusion statement: The Company will disregard any votes cast on Resolution 8 by:

(a) Mr Pollak or his nominee;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed; and
(c) an associate of any person described in (a) or (b).

However, the Company need not disregard a vote if:

(i) it is cast by a person acting as a proxy for another person entitled to vote, in accordance with the direction on the proxy form; or

(ii) it is cast by the person chairing the meeting ("the Chair") as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

9. RESOLUTION 9 – RELATED PARTY APPROVAL – BRETT CHENOWETH

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

a. up to 14,400,000 First Placement Shares;
b. up to 13,000,000 First Placement Options;
c. up to 6,000,000 Second Placement Shares; and
d. up to 7,000,000 Management Options,

to Brett Chenoweth (or his nominee), a proposed Director of the Company, on the terms and conditions all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting."

Voting exclusion statement: The Company will disregard any votes cast on Resolution 9 by:

(a) Mr Chenoweth or his nominee;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed; and
(c) an associate of any person described in (a) or (b).

However, the Company need not disregard a vote if:

(i) it is cast by a person acting as a proxy for another person entitled to vote, in accordance with the direction on the proxy form; or
(ii) it is cast by the person chairing the meeting ("the Chair") as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

10. RESOLUTION 10 – ELECTION OF MR MICHAEL (MIKE) HILL AS A DIRECTOR

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

"That, subject to all other Resolutions (other than Resolutions 14 to 18 (inclusive)) being passed, pursuant to clause 6.1(m)(ii) of the Company's constitution, Mr Mike Hill, being eligible and having consented to act, be elected as a Director of the Company, effective immediately after the removal and/or resignation of the current Board of Directors."

11. RESOLUTION 11 – ELECTION OF MR MICHAEL EVERETT AS A DIRECTOR

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

"That, subject to all other Resolutions (other than Resolutions 14 to 18 (inclusive)) being passed, pursuant to clause 6.1(m)(ii) of the Company's constitution, Mr Michael Everett, being eligible and having consented to act, be elected as a Director of the Company, effective immediately after the removal and/or resignation of the current Board of Directors."

12. RESOLUTION 12 – ELECTION OF MR MICHAEL POLLAK AS A DIRECTOR

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

"That, subject to all other Resolutions (other than Resolutions 14 to 18 (inclusive)) being passed, pursuant to clause 6.1(m)(ii) of the Company's constitution, Mr Michael Pollak, being eligible and having consented to act, be elected as a Director of the Company, effective immediately after the removal and/or resignation of the current Board of Directors."

13. RESOLUTION 13 – ELECTION OF MR BRETT CHENOWETH AS A DIRECTOR

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

"That, subject to all other Resolutions (other than Resolutions 14 to 18 (inclusive)) being passed, pursuant to clause 6.1(m)(ii) of the Company's constitution, Mr Brett Chenoweth, being eligible and having consented to act, be elected as a Director of the Company, effective immediately after the removal and/or resignation of the current Board of Directors."

14. RESOLUTION 14 – ADOPTION OF OPTION PLAN

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

"That, subject to all other Resolutions (other than Resolutions 15 to 18 (inclusive)) being passed, for the purposes of ASX Listing Rule 7.2, exception 9 and for all other purposes, the Shareholders of the Company approve the issue of Securities under the Option Plan as described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting."

Voting exclusion statement: The Company will disregard any votes cast on Resolution 14 by:

(a) a person who is proposing to participate under the Option Plan;
(b) an associate of any person described in (a).

However, the Company need not disregard a vote if:

(i) it is cast by a person acting as a proxy for another person entitled to vote, in accordance with the direction on the proxy form; or
(ii) it is cast by the person chairing the meeting ("the Chair") as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Part D: Adoption of New Constitution, change of Company name and appointment of new auditor

15. RESOLUTION 15 – REPEAL AND ADOPTION OF A CONSTITUTION

To consider and, if thought fit, to pass without amendment, the following resolution as a special resolution:

"That, subject to all other Resolutions (other than Resolutions 14, 16 to 18 (inclusive)) being passed, in accordance with section 136 of the Corporations Act, the constitution of the Company be repealed and replaced with a constitution in the form of the document entitled "Constitution of HJB Corporation Limited" tabled at this General Meeting, and signed by the Deed Administrator for the purposes of identification, effective immediately."

16. RESOLUTION 16 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass without amendment, the following resolution as a special resolution:

"That, subject to all other Resolutions (other than Resolutions 14, 15, 17 and 18) being passed, pursuant to section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to "HJB Corporation Limited", effective immediately."

17. RESOLUTION 17 – REMOVAL OF AUDITOR

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

"That, subject to all other Resolutions (other than Resolutions 14 to 16 (inclusive)) being passed, pursuant to section 329 of the Corporations Act and for all other purposes, approval is given for the removal of Page Harrison & Co (ABN 87 220 762 178) as the current auditor of the Company, effective immediately."

18. RESOLUTION 18 – APPOINTMENT OF AUDITOR

To consider and, if thought fit, to pass without amendment, the following resolution as a special resolution:

"That, subject to all other Resolutions (other than Resolutions 14 to 16 (inclusive)) being passed, pursuant to s 327 of the Corporations Act and for all other purposes, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor, approval is given for the appointment of Stantons International Audit and Consulting Pty Ltd (ABN 84 144 581 519), effective immediately."

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 11am on 23 June 2014 at Level 5, 137-139 Bathurst Street, Sydney NSW 2000

The purpose of this Explanatory Statement is to provide information which the Deed Administrator believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the General Meeting are set out below.

RESOLUTION 1 – CONSOLIDATION OF CAPITAL

General

Resolution 1 seeks Shareholder approval to consolidate the existing issued capital of the Company (before any Securities are issued pursuant to this Notice of Meeting) on issue on a thirty-three (33) to one (1) basis (Consolidation).

If Resolution 1 is passed, the existing issued capital of the Company will be reduced as follows: 556,929,634 Shares to 16,876,656 Shares (subject to rounding).

Legal Requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

Fractitional entitlements

Not all Shareholders will hold that number of Shares which can be evenly divided by 33. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Share.

Taxation

It is not considered that any taxation implications will exist for Shareholders arising from the Consolidation. However, Shareholders are advised to seek their own tax advice on the effect of the Consolidation. Neither the Company nor the Deed Administrator (nor the Company's or Deed Administrator's advisers) accept any responsibility for the individual taxation implications arising from the Consolidation.

Holding statements

From the date of the Consolidation, all holding statements for Shares will cease to have any effect, except as evidence of entitlement to a certain number of Shares on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Shares to be issued to holders of those Shares.

It is the responsibility of each Shareholder to check the number of Shares held prior to disposal or exercise (as the case may be).

Effect on capital structure

The effect which the Consolidation will have on the Company's capital structure is set out in the Table 1.

Indicative timetable

If Resolution 1 is passed, the reduction of capital will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 5) of the ASX Listing Rules):

Action	Date
Company tells ASX that Shareholders have approved the Consolidation	23 June 2014
Last day for trading in pre-reorganised securities	24 June 2014
If the details of holdings change as a result of the reorganisation, trading in the reorganised securities on a deferred settlement basis starts	25 June 2014
Lodgement of the Prospectus in relation to the Capital Raising, opening of the offers under First Placement and Second Placement	27 June 2014
Record date for shares to be consolidated	27 June 2014
First day for Company to send notice to each Shareholder of the change in their details of holdings
First day for the Company to register Securities on a post- Consolidation basis and first day for issue of holding statements	30 June 2014
Closing date of offer under First Placement	3 July 2014
Dispatch date. Deferred settlement market ends	4 July 2014
Closing date of offer under Second Placement	10 July 2014
Reinstatement to official quotation on the ASX	Mid-late July 2014

RESOLUTION 2 – ISSUE OF SECURITIES PURSUANT TO FIRST PLACEMENT

General

Resolution 2 seeks Shareholder approval for the issue and allotment (on a post-Consolidation basis) of the following:

(a) up to 140,000,000 fully paid ordinary shares to the Syndicate (or its nominees) and other investors that are invited by the Company as part of the Proposal (First Placement Shares) at an issue price of \$0.0025 per First Placement Share (post-Consolidation) to raise up to \$350,000; and

(b) up to 70,000,000 Options to each subscribe for one (1) Share in the Company (First Placement Options) at an issue price of \$0.000025 per First Placement Option to raise up to \$1,750, with each First Placement Option exercisable at \$0.01 on or before 30 June 2017.

Other than the Related Parties, whose participation in the First Placement (either directly or through their nominee) must be approved pursuant to Resolutions 5 to 9 inclusive, none of the remaining subscribers pursuant to this First Placement issue will be related parties of the Company.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Company to issue the Shares pursuant to the First Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

Information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the First Placement:

(a) Maximum of 140,000,000 First Placement Shares and 70,000,000 First Placement Options are to be issued.
(b) Apart from those First Placement Securities issued to Related Parties (or their nominees), the First Placement Securities will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date.
(c) The issue price of each First Placement Share will be \$0.0025 and the issue price of each First Placement Option will be \$0.000025.
(d) The allottees of First Placement Securities includes members of the Syndicate (that includes Related Parties) (or their nominees) and other investors that are invited to invest by the Company as part of the Proposal.
(e) The First Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares (on a post-Consolidated basis) and the terms and conditions of the First Placement Options are set out in Schedule 1.
(f) The Company intends to use the funds raised from the First Share Placement in accordance with the plan outlined in Table 2. Should the First Placement Options be exercised the Company intends to use the funds raised as general working capital.

RESOLUTION 3 – ISSUE OF SECOND PLACEMENT SHARES

General

Resolution 3 seeks Shareholder approval for the issue and allotment (on a post-Consolidation basis) of up to 130,000,000 fully paid ordinary shares to general investors (that may include members of the Syndicate (or its nominees)) (Second Placement Shares) at an issue price of \$0.01 per Share to raise up to \$1,300,000.

Other than the Related Parties, whose participation in the Second Share Placement (either directly or indirectly through their nominees) must be approved pursuant to Resolutions 5 to 9 inclusive, none of the remaining subscribers pursuant to this issue will be related parties of the Company.

The effect of Resolution 3 will be to allow the Company to issue the Shares pursuant to the Second Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

Information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Second Placement:

(a) Maximum of 130,000,000 Second Placement Shares are to be issued.
(b) Apart from those Second Placement Shares issued to Related Parties (or their nominees), the Second Placement Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date.
(c) The issue price will be \$0.01 per Second Placement Share.
(d) The allottees are investors, some of which are members of the Syndicate (that includes Related Parties) (or their nominees) of the Company and invited to invest by the Company.
(e) The Second Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares (on a post-Consolidated basis).
(f) The Company intends to use the funds raised from the Second Share Placement in accordance with the plan as outlined in Table 2.

RESOLUTION 4 – APPROVAL OF FUTURE ISSUE OF 40,500,000 MANAGEMENT OPTIONS

As part of the Proposal, the Company seeks approval for the issue of 40,500,000 Management Options to the proposed Directors of the Company, key management and advisers of the Company for nil consideration at an exercise price of 1 cent (\$0.01) per option (post-Consolidation).

The Management Options will consist of 3 Year Options and 5 Year Options. The number of Management Options that will be issued to each Management Optionholder (post-Consolidation) is depicted in the table below.

Intended Recipients	Proposed Role	Related Party?	3 Year Options	5 Year Options
Mike Hill	Executive Chairman and Director	Yes	3,500,000	3,500,000
Michael Everett	Non-Executive Director	Yes	4,750,000	4,750,000
Michael Pollak	Non-Executive Director	Yes	1,250,000	1,250,000
Brett Chenoweth	Managing Director	Yes	3,500,000	3,500,000
Julian Knights	Member of the Advisory Committee	No	1,250,000	1,250,000
Jonathan Pager	Member of the Advisory Committee	No	1,250,000	1,250,000
Andrew Gray	Member of the Advisory Committee	No	1,250,000	1,250,000
Charbel Nader	Member of the Advisory Committee	No	3,500,000	3,500,000
Total			20,250,000	20,250,000
Grand Total				40,500,000

	Table 3 –			Complete List of Intended Management Options Recipients
--	--------------	--	--	---------------------------------------------------------	--	--

Resolution 4 seeks approval for the issue of 40,500,000 Management Options to intended recipients as outlined in Table 3, some of whom are Related Parties of the Company. For these Related Parties, further Shareholder approval for the related-party issue of Management Options under this Resolution to Mike Hill, Michael Everett, Michael Pollak and Brett Chenoweth are sought under Resolutions 6, 7, 8 and 9 respectively in this Notice of Meeting. Summaries of the backgrounds for these Related Parties are outlined in Resolutions 10, 11, 12 and 13 in this Notice of Meeting.

Summaries of the backgrounds for the proposed members of the Advisory Committee are as follows:

Julian Knights

Julian is a Founding Partner of leading Australian Private Equity firm Ironbridge Capital. Julian has 15 years of private equity experience and 17 years international investment banking experience.

After moving to Australia from the United Kingdom in 1998, Julian was the Founding Managing Director of Gresham Private Equity. In 2003 Julian became one of the Founding Partners of Ironbridge and he was responsible for strategic development. Julian has sat on the Ironbridge Investment Committee since inception and has represented the Ironbridge Funds on the Boards of a number of investee companies. He is also a board and investment committee member of specialist mining fund Pacific Road Capital Management.

Julian qualified as a solicitor and holds BComm and LLB degrees from the University of the Witwatersrand. In 2008 Julian was the Chairman of AVCAL (Australian Private Equity and Venture Capital Association,).having served four terms on the Council. In May 2013, Julian was appointed as the Chair of the Major Performing Arts Board of the Australia Council.

Jonathan Pager

Mr Pager has over 20 years' experience as a management consultant across a wide range of industries in Australia and overseas and is currently Managing Director of Pager Partners Business Consultants and Pager Partners Corporate Advisory. He has a Masters of Economics and qualified as a chartered accountant with Deloitte, where he commenced his career. Jonathan has recapitalised several ASX-listed companies across both the resources and industrial sectors. He is currently a director of INT Corporation Limited and Montech Holdings Limited (both currently being recapitalised) and was previously a director of Rhype Limited (formerly FRR Corporation Limited), PLD Corporation Limited and Prospect Resources Limited.

Andrew Gray

Mr. Gray is a professional investor with investment interests spanning technology, healthcare, HCIT and growth businesses globally.

Most recently he was the Managing Director of Archer Capital, an Australian based private equity firm with in excess of \$3 billion in capital under management. At Archer, Mr. Gray led that firm's largest investment into software business MYOB and also realized Archer's largest ever return to investors in the subsequent sale of MYOB to Bain Capital.

Prior to joining Archer, Mr. Gray was a Partner with Francisco Partners, a private equity firm with US\$5 billion in capital under management specializing in technology related buyouts, where he headed their efforts in Europe and led numerous transactions including Australian software firm Mincom Ltd, Aderant, CMAC, and Ex Libris amongst others. From 1999 to 2002, Mr. Gray co-founded and was the COO of Abilizer Solutions, Inc., a software firm specializing in J2EE platform infrastructure technologies based in San Francisco. Prior to Abilizer, Mr. Gray spent several years as a private equity investor focused on generalist midmarket buyouts at Genstar Capital. During his career at Genstar Mr. Gray executed numerous successful transactions including NEN Life Sciences.

Earlier in his career, Mr. Gray was an investment banker with James D. Wolfensohn Inc. and a consultant with McKinsey & Co. Mr. Gray currently serves on the board of directors of TIG and holds a B.Eng (Aeronautical) degree from The University of Sydney, with First Class Honors, and a Masters of Business Administration from the Harvard Business School.

Charbel Nader

Charbel is founding Chairman of Metro Media Publishing. He is an investment banker with a background in finance, media and mergers and acquisitions.

He established and led the Melbourne office of Pitt Capital Partners Ltd, and has worked with News Corp's venture capital vehicle e-Ventures and PBL/Nine Network where he was responsible for the Macquarie Nine Film raising, a joint venture between the Nine Network and Macquarie Bank. He is a Founder and Executive Vice President of Australia Acquisition Corporation, Deputy Chairman of ASX-listed b2b media and events company Aspermont Ltd.

The effect of this Resolution is to provide Shareholder consent to the issue of the options, and for the issue of options to fall within an exception to ASX Listing Rule 7.1, which will therefore allow the Company to issue these options without using the Company's annual 15% placement capacity.

Information Required by ASX Listing Rule 7.3

The following information in relation to the New Management Options is provided to Shareholders for the purposes of ASX Listing Rule 7.3:

(a) In total, the maximum number of Management Options to be issued under this Resolution is 40,500,000. This figure can be further broken down as follows:
(i) Maximum number of 3 Year Options to be issued under this Resolution is 20,250,000.
(ii) Maximum number of 5 Year Options to be issued under this Resolution is 20,250,000.
(b) Further Shareholder approval for the related-party issue of Management Options under this Resolution to Mike Hill, Michael Everett, Michael Pollak and Brett Chenoweth are considered in Resolutions 6, 7, 8 and 9.
(c) These Management Options will be issued within one month from the date of the Meeting.
(d) The allottees are proposed Directors of the Company and members of the Advisory Committee.
(e) No consideration is payable for the Management Options being issued under this Resolution.
(f) The full terms of the 3 Year Options are set out in Schedule 2.
(g) The full terms of the 5 Year Options are set out in Schedule 3.

RESOLUTION 5 – ACQUISITION OF A RELEVANT INTEREST

Syndicate

As set out in the Letter to Shareholders, the creditors of the Company together with the Deed Administrator, agreed to a proposal presented by Pager Partners (Proposal).

Pager Partners has acted in its capacity as the nominee company of various parties involved in the negotiation and finalisation of the Proposal (Syndicate). The Syndicate consists of the proposed Directors, and unrelated parties consisting of the proposed members of the

Advisory Committee and others. Further details of members of the Syndicate are set out in Tables 3 and 4.

The relevant interest in the Company to be acquired by the Syndicate (or their nominees) in the First Placement Securities, Second Placement Shares and Management Options are the subject of this Resolution.

The individual interests to be acquired by each of the proposed Directors, being the Related Parties are the subject of Resolutions 6, 7, 8 and 9.

Information Required pursuant to Chapter 6 of the Corporations Act

Section 606(1) of the Corporations Act states that a person must not acquire a relevant interest in the issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person's or someone else's voting power in the Company increases:

(a) from 20% or below to more than 20%; or
(b) from a starting point that is above 20% and below 90%

The voting power of a person in a body corporate is determined in accordance with section 610 of the Corporations Act. The calculation of a person's voting power in a Company involves determining the voting shares in the Company in which the person and the person's associates have a relevant interest.

A person (Second Person) will be an 'associate' of the other person (First Person) if one or more of the following paragraph applies:

(a) the First Person is a body corporate and the Second Person is:
(i) a body corporate the First Person controls;
(ii) a body corporate that controls the First Person; or
(iii) a body corporate that is controlled by an entity that controls the First Person;
(b) the Second Person has entered or proposes to enter into a relevant agreement with the First Person for the purpose of controlling or influencing the composition of the Company's board or the conduct of the Company's affairs;
(c) the Second Person is a person with whom the First Person is acting or proposed to act, in concert in relation to the Company's affairs.

A person has a relevant interest in securities if they:

(a) are the holder of the securities;
(b) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or
(c) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

Item 7 of section 611 of the Corporations Act provides an exception to the prohibition, whereby a person may make an otherwise prohibited acquisition of a relevant interest in a company's voting shares with Shareholder approval.

The following information is required to be provided to shareholders pursuant to the Corporations Act and ASIC Regulatory Guide 74 in respect of obtaining Shareholder approval under the exception for the passing of this Resolution. Shareholders are also referred to Independent Expert's Report (IER) contained in Annexure A of this Notice of Meeting.

Why is approval under the exception in item 7 of section 611 of the Corporations Act needed?

Shareholder approval under item 7 of section 611 of the Corporations Act is required because the Syndicate (or their nominees) are arguably acting in concert in relation to the First Placement and the Second Placement.

Following completion of the First Placement and the Second Placement, the Syndicate (or their nominees) will no longer be acting in concert. However, for present purposes, given that the nature of the Proposal, it is arguable that the interests of the Syndicate should be aggregated, thus triggering Chapter 6 of the Corporations Act. Accordingly, the relevant interest of the Syndicate in the Company after implementation of all Resolutions (when aggregated) will exceed 20% of the issued capital of the Company.

Relevant interests, voting power and proposed capital structure of the Company

Schedule 5 outlines the dilutive effect and the maximum Securities that the Syndicate (or their nominees) will be entitled to, and the following Table 4 outlines the voting power of members of the Syndicate (or their nominees) after implementation of all Resolutions under this Notice of Meeting.

Syndicate	Existing Holding	Max. First Placement Shares	Max. First Placement Options	Max. Second Placement Shares	Management Options	Max. Total Holding (Fully diluted)	Max. Voting Power(a)
Mr Hill	Nil	12,800,000	13,000,000	2,000,000	7,000,000	34,800,000	8.76%
Mr Everett	Nil	14,400,000	9,500,000	6,000,000	9,500,000	39,400,000	9.92%
Mr Pollak	Nil	22,000,000	7,500,000	5,000,000	2,500,000	37,000,000	9.31%
Mr Chenoweth	Nil	14,400,000	13,000,000	6,000,000	7,000,000	40,400,000	10.17%
Mr Knights	Nil	12,400,000	6,000,000	6,000,000	2,500,000	26,900,000	6.77%
Mr Pager	Nil	22,000,000	7,500,000	5,000,000	2,500,000	37,000,000	9.31%
Mr Gray	Nil	6,800,000	Nil	7,000,000	2,500,000	16,300,000	4.10%
Mr Nader	Nil	14,400,000	7,500,000	6,000,000	7,000,000	34,900,000	8.78%
Mr Ruddock(b)	Nil	12,400,000	6,000,000	6,000,000	Nil	24,400,000	6.14%
Total	Nil	131,600,000	70,000,000	49,000,000	40,500,000	291,100,000	73.26%

Table 4 – Proposed Voting Power of the Syndicate

Notes:

(a) The maximum voting power is calculated by dividing the total maximum shareholdings by the total Shares issued (fully diluted), consisting of 16,876,656 (Consolidation of existing Shares) + 140,000,000 (First Placement Shares) + 70,000,000 (First Placement Options) + 130,000,000 (Second Placement Shares – assumes that the Second Placement is fully subscribed) + 40,500,000 (Management Options) = 397,376,656.

(b) Greg Ruddock is an investor invited by the other members of the Syndicate to participate in the First and Second Placements. Mr Ruddock is not a proposed Director or Member of the Advisory Committee and will not play a role in the day-to-day running of the Company.

The maximum relevant interest the Syndicate will hold after implementation of all Resolutions except the exercise of the First Placement Options and Management Options (which may never vest) is 62.95%.

The maximum voting power of the Syndicate will hold after implementation of all Resolutions (assuming that all First Placement Options and Management Options are vested and exercised) on a fully diluted basis is 73.26%.

The maximum voting power that the proposed Directors will hold after implementation of all Resolutions (assuming that all First Placement Options and Management Options are vested and exercised), on a fully diluted basis is 38.15%. This represents an increase from 0% to 38.15%.

Summary of the background of the proposed Directors are set out in the Explanatory Statement of Resolutions 10, 11, 12 and 13 under this Notice of Meeting.

Summary of the background of the proposed members of the Advisory Committee are set out in the Explanatory Statement of Resolution 4 under this Notice of Meeting.

Intentions of the Syndicate (or their nominees)

The Company understands that, in the event that all the Resolutions under this Notice of Meeting are passed by Shareholders, it is the Syndicate's intention to:

(a) leverage HJB Group's assets and continue to trade under the HJB brand which is well recognised. As was previously announced to the market, to ensure the continuity of employment of HJB's contractors and temporary staff, and ongoing supply to clients, the contractor book of the Company was sold prior to the appointment of the Administrator. The Syndicate will consider rebuilding the book under the HJB brand which is well recognised utilising the Company's intellectual property. In order to initially operate with low fixed overheads, the Company will consider forming strategic partnerships with other players in the recruitment, human resources and professional services industry to provide the Company fulfilment capacity;
(b) introduce complementary professional services to expand the HJB business model, including talent management, employee relations & compliance, education & training, and talent agency services. The Syndicate believes there may be an opportunity to deliver many of these services via an online model; and
(c) not either transfer any property between the Company and any person associated with it, or change the Company's existing policies in relation to financial matters.

Whilst the Company's current operations are developed, it will continue to seek greater scale as a Company through business acquisition opportunities both within and outside of the professional services sector.

The Syndicate review and development plans are the best estimates for the Company at this time, and may change in line with emerging results, circumstances and opportunities.

Advantages, disadvantages and risks of the Proposal

The Deed Administrator considers that the Proposal has the following advantages and disadvantages:

Advantage – improved financial condition: The Proposal will inject the Company with an approximate net cash amount of \$1.35 million and the Company will have minimal or no liabilities. Currently, the Company has net assets of approximately \$nil.
Advantage – better return to creditors: Apart from the Proposal, no other DOCA proposals were put to creditors. It is a condition of the Proposed DOCA that if Shareholders do not approve the Proposal, the Company will go into liquidation, a position that has been endorsed by the Deed Administrator. Therefore, the alternative to this Proposal is liquidation, which may not result in a better return for creditors.
Disadvantage – concentration of ownership within members of the Syndicate: The Securities to be placed to the Syndicate pursuant to the Proposal will constitute up to approximately 73.26% of the Company's fully diluted capital (as set out in Table 4). There will therefore be a concentration of ownership of the Company among the members of the Syndicate (and their nominees). This may allow members of the Syndicate to exert significant influence over matters relating to the Company, including the election of future Directors or the approval of future transactions involving the Company. Also, given the size of the holdings, there may be an impact on the liquidity of the Company's securities.

However, it should be noted that (as noted previously) following completion of the First Placement and the Second Placement, the Syndicate (or their nominees) will no longer be acting in concert. Therefore, this risk should not be taken as a representation that the members of the Syndicate (and their nominees) will act in concert with one another; would likely to be exercise their voting rights as Shareholders in the same manner; or that the Syndicate members (and their nominees) as a whole are associated parties, post-completion of the Proposal.

Disadvantage – control by incoming Board: As outlined in Table 4, the proposed maximum voting power of the proposed Directors of the Company is 38.15%. Therefore, there will be a concentration of ownership of the Company with the Board. This may allow the Board to exert significant influence over matters relating to the Company.
Risk – inability to meet objectives and future capital requirements: Despite the incoming Board's intentions, the Company may be unable to meet the objectives set out in this Notice of Meeting. The Company's ongoing activities will require substantial expenditure. There can be no guarantee that the funds raised under the Proposal will be sufficient to successfully achieve all the objectives of the Company's overall business strategy. If the Company is unable to continue to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Proposal, there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional fundraising on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to Securityholders and any debt financing if available

may involve restrictive covenants, which may limit the Company's operations and business strategy.

The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

Independent Expert's Report

The Corporations Act provides that an IER on the Proposal (which includes the acquisition of the relevant interest in the Company by the Syndicate (or their nominees) must be provided to shareholders. The IER provides an opinion as to whether the acquisition of the voting power and interest referred to in this Explanatory Statement for Resolution 5 by the Syndicate (or their nominees) is fair/not fair and reasonable/not reasonable to the nonassociated Shareholders of the Company.

Accordingly, the Syndicate has appointed Stantons International Securities (Independent Expert), a professional services firm based in Perth as an independent expert to produce the IER. The IER is contained in Annexure A of this Notice of Meeting.

The Independent Expert has concluded that the acquisition of the voting and interest by the Syndicate (or their nominees) may on balance collectively be considered to be fair and reasonable to the non-associated Shareholders of the Company, as of the date of the IER.

The advantages and disadvantages of the acquisition of the voting power and interest by Consortium are outlined in the IER and are provided to enable non-associated shareholders of the Company to determine whether they are better off if the acquisition of the voting power and interest proceeds as opposed to if it did not proceed.

Shareholders are urged to carefully read the IER before deciding how to vote on Resolution 5.

Deed Administrator's Recommendation

The Deed Administrator recommends that Shareholders vote in favour of this Resolution as he considers the proposed restructure and recapitalisation to be in the best interests of Shareholders.

Professional Advice

If you have any doubt or do not understand this Resolution, it is strongly recommended that you seek advice from an accountant, solicitor or other professional advisor.

RESOLUTIONS 6, 7, 8 AND 9 – RELATED PARTY APPROVALS

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and

(b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

ASX Listing Rule 10.11 provides that a listed company must not issue equity securities to a related party without Shareholder approval.

A "related party" for the purposes of the ASX Listing Rules is widely defined and includes a proposed director of a public company or a spouse of a proposed director of a public company. The definition of 'related party' also includes a person whom there is reasonable grounds to believe will become a 'related party' of a public company.

Mike Hill (Mr Hill) is a proposed Director of the Company and therefore a related party.

Michael Everett (Mr Everett) is a proposed Director of the Company and therefore a related party.

Michael Pollak (Mr Pollak) is a proposed Director of the Company and therefore a related party.

Brett Chenoweth (Mr Chenoweth) is a proposed Director of the Company and therefore a related party.

For the purposes of Chapter 2E, Mr Hill, Mr Everett, Mr Pollak and Mr Chenoweth are related parties and the issue of securities constitute the giving of a financial benefit (collectively known as the Related Parties). Accordingly, the grant of Securities to the Related Parties requires the Company to obtain specific Shareholder approval for each Director.

The Deed Administrator believes that the issue of Second Placement Shares to the Related Parties could fall within the "arms length terms" exception set out in section 210 of the Corporations Act. The Deed Administrator has based his belief on the fact that the Second Placement will be a public offer available to general investors, some of which are not related parties to the Company. However, notwithstanding the foregoing, the Deed Administrator considered it prudent to seek related party approval for the issue of all securities to the Related Parties, including the Second Placement Shares.

Therefore, Resolutions 6, 7, 8 and 9 seek Shareholder approval to issue Securities to the Related Parties as follows:

Resolution under this Notice of Meeting	Proposed Director	Max. First Placement Shares	Max. First Placement Options	Max. Second Placement Shares	Management Options	Max. Total Holding (Fully diluted)
6	Mr Hill	12,800,000	13,000,000	2,000,000	7,000,000	34,800,000
7	Mr Everett	14,400,000	9,500,000	6,000,000	9.500,000	39,400,000
8	Mr Pollak	22,000,000	7,500,000	5,000,000	2,500,000	37,000,000
9	Mr Chenoweth	14,400,000	13,000,000	6,000,000	7,000,000	40,400,000
Total		63,600,000	43,000,000	19,000,000	26,000,000	151,600,000

Table 5 – Issue of Securities to Related Parties

The specific number of Shares and Options proposed to be issued to each of the Related Parties was agreed based on commercial negotiations between the Syndicate and took into account their capacity and appetite to contribute to the fundraising and recapitalisation.

Assuming that all Resolutions under this Notice of Meeting are approved by Shareholders, Table 5 shows that the total Shares to be issued to Related Parties (on a fully diluted basis) is 151,600,000.

Information Required by ASX Listing Rule 10.13

The following information in relation to the securities is provided to shareholders for the purposes of ASX Listing Rule 10.13:

(a) The maximum number of Shares to be issued to the Related Parties under the First Placement is outlined in Table 5.
(b) The maximum number of Options to be issued to the Related Parties under the First Placement is outlined in Table 5.
(c) The maximum number of Shares to be issued to the Related Parties under the Second Placement is outlined in Table 5.
(d) The maximum number of Management Options to be issued to the Related Parties is outlined in Table 5.
(e) The issue price of each First Placement Share being issued to the Related Parties is \$0.0025. The First Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares (on a post-Consolidated basis).
(f) The issue price of each First Placement Option being issued to the Related Parties is \$0.000025. The full terms of the First Placement Options are set out in Schedule 1.
(g) The issue price of each Second Placement Share being issued to the Related Parties is \$0.01. The Second Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares (on a post-Consolidated basis).
(h) No consideration is payable for the Management Options being issued to the Related Parties. The full terms of the Management Options are set out in Schedules 2 and 3.
(i) The issue of the Company's Shares and Options (including Management Options) to the Related Parties will occur no later than one month from the date of this General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
(j) The Company intends to use the funds raised from the Related Parties in accordance with Table 2.

Information Required by Chapter 2E of the Corporations Act

The related party to whom the proposed Resolutions would permit the financial benefit to be given

(a) As outlined earlier in this Explanatory Statement, each of the Related Parties are a related party of the Company to whom Resolutions 6, 7, 8 and 9 would permit the financial benefit to be given.

The nature of the financial benefit and other remuneration of the relevant directors

(b) The nature of the financial benefit to be given to the Related Parties is the issue of Securities as outlined in Table 5.
(c) As of the date of this Notice of Meeting, the Related Parties do not have any current holdings in the Securities of the Company.
(d) As of the date of this Notice of Meeting, the Related Parties have not received any remuneration from the Company for both the current and previous financial years. However, subject to successful reinstatement of the Company to Official Quotation on the ASX, the Related Parties may be paid for their services from the time of appointment as follows.

Table 6 – Proposed Remuneration for Directors

Related Parties	Proposed Role	Proposed Remuneration
Mike Hill	Executive Chairman and Director	Up to \$250,000
Michael Everett	Non-Executive Director	Up to \$50,000
Michael Pollak	Non-Executive Director	Up to \$50,000
Brett Chenoweth	Managing Director	Up to \$200,000

(e) The First Placement Shares and Second Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares (on a post-Consolidated basis).
(f) The full terms of the First Placement Options are set out in Schedule 1.
(g) The full terms of the Management Options are set out in Schedules 2 and 3.
(h) Table 5 sets out the possible Shareholdings of each of the Related Parties on a fully diluted basis. This assumes that all Options under the First Placement have been exercised and all the Management Options have vested and exercised in accordance with its terms. Table 4 sets out the possible voting power of each of the Related Parties on a fully diluted basis.

Deed Administrator's recommendation and basis of financial benefit

(i) The Management Options under Resolution 4 will be issued to each of Mr Hill, Mr Everett, Mr Pollak and Mr Chenoweth to align the long term goals of each of the proposed Directors with that of Shareholders and to incentivise each of them to provide ongoing dedicated services to the Company. These Management Options are intended to provide remuneration to the proposed Directors (or their nominees) that is linked to the future performance of the Company. In accordance with the vesting terms of the Management Options (as outlined in Schedules 2 and 3), the financial benefit would only be received from the Management Options upon the Company's share price exceeding the vesting price of the Management Options and thereby warranting their exercise.

(j) Under the Company's current circumstances, the Deed Administrator considers that the incentives noted above in paragraph (i) are a cost effective and efficient reward and incentive to be provided to the proposed Directors of the Company, as opposed to alternative forms of incentive, such as the payment of cash consideration.
(k) The Deed Administrator recommends that Shareholders vote in favour of Resolutions 6, 7, 8 and 9 as he considers the proposed restructure and recapitalisation to be in the best interests of Shareholders.
(l) As consideration for the issue of Securities to the Related Parties under the First Placement and Second Placement, the Company will raise up to \$350,075 in funds. The breakdown of these funds and the financial benefit that will be given to Related Parties is depicted in the table below:

Related Party	Max. First Placement Shares	Max. First Placement Options	Max. Second Placement Shares	Funds Invested
Mike Hill	12,800,000	13,000,000	2,000,000	\$52,325.00
Michael Everett	14,400,000	9,500,000	6,000,000	\$96,237.50
Michael Pollak	22,000,000	7,500,000	5,000,000	\$105,187.50
Brett Chenoweth	14,400,000	13,000,000	6,000,000	\$96,325.00
Total	63,600,000	43,000,000	19,000,000	\$350,075.00

Table 7 – Funds Raised from Related Parties

(m) The Company intends to use the funds raised from the Related Parties in accordance with Table 2.

Capital Structure if Shareholder approval is obtained for all Resolutions

(n) The proposed capital structure of the Company is outlined in Table 1.
(o) The dilutionary effect of the issue of Securities to each of Mr Hill, Mr Everett, Mr Pollak and Mr Chenoweth are set out in Table 4 and Schedule 5. On a fully diluted basis (assuming that the Second Placement is fully subscribed and all First Placement Options and Management Options proposed to be issued under this Notice of Meeting are exercised):
(i) Mr Hill will hold a shareholding of 8.76%;
(ii) Mr Everett will hold a shareholding of 9.92%;
(iii) Mr Pollak will hold a shareholding of 9.31%; and
(iv) Mr Chenoweth will hold a shareholding of 10.17%.

Existing and potential relevant interests

(p) As of the date of this Notice of Meeting, each of the Related Parties currently do not, either directly or indirectly, hold any Shares or Options in the Company.
(q) The potential relevant security interest in the Company to be held by each of Related Parties is outlined in Table 5.
(r) The potential voting power to be held by each of the Related Parties is outlined in Table 4. The fully diluted percentages have been calculated on the assumption that certain Options in the Company are exercised, and therefore, should be treated with caution as:
(i) there is no certainty that any of the First Placement Options or Management Options will be exercised;
(ii) the Options to be issued to the Related Parties will be part of a larger pool of Options that will exist if all the Resolutions under this Notice of Meeting are approved by Shareholders, which, if exercised, will affect the relevant interests of the proposed Directors by decreasing them;
(iii) as of the date of this Notice of Meeting, the Management Options have not vested and may never vest; and
(iv) the probability of the Management Options vesting in accordance with the future share performance of the Company cannot be predicted with absolute certainty.

Trading history

(s) The Company's Shares were suspended from trading on the ASX on 2 September 2013. The closing price of the Shares on its final day of trade is set out below.

Table 8 – Trading History

Price	Date
\$0.006	2 September 2013

Valuation of the First Placement Options

(t) The First Placement Options will not be quoted on ASX. The Company has valued the First Placement Options to be granted to the Related Parties using the Black and Scholes Option Pricing model. Summary of the valuation inputs are outlined in clause 8.9 of the IER. Based on the value ascribed in the IER, the First Placement Options to be granted to the Related Parties under Resolutions 6, 7, 8 and 9 have been valued as follows:

Table 9 – First Placement Options Valuation

Description	Expiry Date	Exercise Price	Volatility	Value for one First Placement Option before discounting	Discount rate	Value for one First Placement Option after discounting
First Placement Options	30 June 2017	\$0.01	75%	\$0.00528	25%	\$0.00396

(u) Based on Table 9, the value of the First Placement Options to be issued to each of the Related Parties are as follows:

Table 10 – First Placement Option Holdings Value

Proposed Director	Max. First Placement Options	Value of First Placement Options
Mike Hill	13,000,000	\$51,432.23
Michael Everett	9,500,000	\$37,585.09
Michael Pollak	7,500,000	\$29,672.44
Brett Chenoweth	13,000,000	\$51,432.23

Valuation of the Management Options

(v) The Management Options will not be quoted on ASX. The Company has valued the Management Options to be granted to the Related Parties using the Black and Scholes Option Pricing model. Summary of the valuation inputs are outlined in clause 8.10 of the IER. Based on the value ascribed in the IER, the Management Options to be granted to the Related Parties under Resolutions 6, 7, 8 and 9 have been valued as follows:

Table 11 – Management Options Valuation

Description	Expiry Date(a)	Exercise Price	Volatility	Value for one Management Option before discounting	Discount rate	Value for one Management Option after discounting
3 Year Options	1 April 2017	\$0.01	75%	\$0.00506	50%	\$0.00253
5 Year Options	1 April 2019	\$0.01	75%	\$0.00631	75%	\$0.00158

Notes:

(a) For calculation purposes, these figures were calculated on the basis that the respective Options would be issued on 1 April 2014. The terms of the actual expiry dates of the 3 Year Options and 5 Year Options are set out in Schedule 2 and Schedule 3 of this Notice of Meeting, respectively.

(w) Based on Table 11, the value of the Management Options to be issued to each of the Related Parties are as follows:

Table 12 – Management Option Holdings Value

Proposed Director	Max. 3 Year Options	Value of 3 Year Options	Max. 5 Year Options	Value of 5 Year Options
Mike Hill	3,500,000	\$8,857.42	3,500,000	\$5,520.84
Michael Everett	4,750,000	\$12,020.78	4,750,000	\$7,492.57
Michael Pollak	1,250,000	\$3,163.36	1,250,000	\$1,971.73
Brett Chenoweth	3,500,000	\$8,857.42	3,500,000	\$5,520.84

RESOLUTIONS 10, 11, 12 and 13 – ELECTION OF DIRECTORS

Resolutions 10, 11, 12 and 13 seek Shareholder approval for the election of Mr Mike Hill, Mr Michael Everett, Mr Michael Pollak and Mr Brett Chenoweth as Directors of the Company pursuant to clause 6.1(m)(ii) of the Company's constitution and section 201E of the Corporations Act.

Set out below is a summary of the background for each of the proposed Directors and their respective titles.

Mr Mike Hill, Executive Chairman and Director – Resolution 10

Mike is a former partner of Ernst & Young M&A Sydney, has been a senior member of the investment team at Ironbridge since 2004 and a Partner of the firm since 2009. Ironbridge is a leading domestic private equity firm with \$1.5bn of funds under management.

Mike has experience across numerous industries where he has served on boards including retail (Barbeques Galore), healthcare (Healthbridge, Repromed and Monash IVF), media (Radioworks Ltd and TVWorks Ltd), waste services (Envirowaste NZ Ltd), tourism and hospitality (RTG Group) and manufacturing (Riviera Group).

Mike is currently the non-executive Chairman of Recreational Tourism Group trading as Base Backpackers, the Executive Chairman of Rhype Limited (previously FRR Corporation Limited) and the Chairman of INT Corporation Limited (currently being recapitalised). He is a member of the Institute of Charters Accountants Australia.

Mr Michael Everett, Non-Executive Director – Resolution 11

Mr Everett has more than 25 years of capital markets and advisory experience. Michael retired from Goldman Sachs in 2013 after 11 years where he was a Managing Director and Co-head of the Financing Group within the Investment Banking Division in Australia. Prior to joining Goldman Sachs, he also worked internationally for a large investment bank and has broad experience across the securities industry. During his career, he has advised a broad range of companies in a variety of industries. In late 2013, he established an independent capital markets advisory firm, Reunion Capital Partners. Michael is currently a director of INT Corporation Limited (currently being recapitalised) and Rhype Limited.

Mr Michael Pollak, Non-Executive Director – Resolution 12

Mr Pollak holds a bachelor of Commerce, is a chartered accountant and has an MBA in strategy from the Australian Graduate School of Management. Michael commenced his career at PricewaterhouseCoopers over 15 years ago. Michael has gained valuable experience in both Sydney and London in general management, audit, insolvency, corporate advisory and strategy across a wide range of industries, including financial services, professional services, retail, mining and manufacturing. Michael is currently a director of ASX-listed Montech Holdings Limited (in the process of being recapitalised), and was previously a director of FRR Corporation Limited, Disruptive Investment Group Limited, Prospect Resources Limited and PLD Corporation Limited, being companies he previously recapitalised. In addition to these, Michael has been involved in the restructuring, recapitalisation and relisting of a number of other ASX listed entities.

Mr Brett Chenoweth, Managing Director – Resolution 13

Brett was most recently the Chief Executive Officer and Managing Director of APN News and Media Limited. He has more than 20 years of professional experience working exclusively in the areas of media, technology, telecommunications and online businesses, having also held senior executive roles at Telecom New Zealand (including Head of Group Strategy and Mergers & Acquisitions; Head of Australian Consumer Group; Director on a number of TCNZ group company Boards), the Publishing and Broadcasting Limited group (ecorp Ltd and ninemsn Pty Ltd: Head of Business Development) and Village Roadshow Pictures Pty Ltd (General Manager and Vice President).

Brett has been a director of a number of private and public companies over the past 15 years in the media, telecommunications, technology and entertainment sectors, both in Australia, New Zealand, Asia and the United States. He is currently Chairman of Yellow Pages Group (NZ).

Proposed Directors' interests

As at the date of this Notice of Meeting, none of the proposed Directors mentioned above have an interest (direct or indirect) in the current issued capital of the Company.

RESOLUTION 14 – ADOPTION OF OPTION PLAN

Currently, the Company does not have an overarching plan that governs the issue, operation and administration of Management Options.

The establishment of a clear plan that governs the issue, operation and administration of options to directors, key management and advisors of the Company will provide the Company with a formal framework that will allow the Company to transparently and uniformally provide incentives and remuneration to those who the Company deems to deserve them (Option Plan).

This Resolution seeks Shareholder approval to adopt an Option Plan that will govern:

(a) Management Options proposed to be issued under this Notice of Meeting; and
(b) other Management Options to be issued by the Company in the future.

ASX Listing Rule 7.1 provides that an ASX listed entity may not issue equity securities comprising more than 15% of its issued shares in any 12 month period without first, obtaining Shareholder approval, unless the issue falls within any of the specified exceptions set out in ASX Listing Rule 7.2.

The effect of this Resolution is to provide Shareholder consent to the issue of the Securities under the Option Plan, and for the issue of these Securities to fall within an exception (namely, exception 9) to ASX Listing Rule 7.1, which will therefore allow the Company to issue these options without using the Company's annual 15% placement capacity.

Information Required by ASX Listing Rule 7.2

The following information in relation to the Option Plan is provided to Shareholders for the purposes of ASX Listing Rule 7.2, exception 9:

(a) As of the date of this Notice of Meeting, there have been no Securities issued by the Company under the Option Plan.
(b) A summary of the terms of the Option Plan are set out in Schedule 4.

RESOLUTION 15 – REPEAL AND ADOPTION OF A CONSTITUTION

The Company's current amended constitution was adopted by the Company on 10 November 2011.

The Company intends to change its constitution (New Constitution) so that it is more appropriate for an ASX listed company.

A complete signed copy of the New Constitution will be tabled at the General Meeting.

This Resolution is a special resolution, and as such, it can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in its favour.

Deed Administrator's Recommendation

The Deed Administrator considers that it is in the best interests of the Company that it adopts the New Constitution. Accordingly, the Deed Administrator recommends that Shareholders vote in favour of Resolution 15.

Professional Advice

If you have any doubt or do not understand this Resolution, it is strongly recommended that you seek advice from a solicitor or other professional advisor.

RESOLUTION 16 – CHANGE OF COMPANY NAME

The Proposal will change the Company in a number of different ways. Consistent with this new direction, the Company proposes to change its name from "Hamilton James Bruce & Group Limited" to "HJB Corporation Limited".

This change in name will not, in itself, affect the legal status of the Company or any of its assets or liabilities.

Pursuant to section 157 of the Corporations Act, a change in company name can only be enacted by Shareholders via a special resolution. Therefore, Resolution 16 can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in its favour.

Deed Administrator's Recommendation

The Deed Administrator recommends that Shareholders vote in favour of Resolution 16.

RESOLUTIONS 17 and 18 – REMOVAL AND APPOINTMENT OF AUDITORS

Under section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution of a general meeting of which 2 months' notice of intention to move the resolution has been given.

It should be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

Resolution 17 is an ordinary resolution seeking the removal of Page Harrison & Co as the auditor of the Company. An auditor may be removed in a general meeting provided that the notice of intention to remove the auditor has been received by the Company.

In accordance with section 329(2) of the Corporations Act, the Company has sent a copy of the notice to Page Harrison & Co and ASIC.

Under section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under section 329 of the Corporations Act.

Resolution 18 is a special resolution seeking the appointment of Stantons International Audit and Consulting Pty Ltd as the new auditor of the Company. As required by the Corporations Act, a nomination for Stantons International Audit and Consulting Pty Ltd to be appointed as the auditor of the Company has been received from a Shareholder of the Company. A copy of the nomination of Stantons International Audit and Consulting Pty Ltd as auditor is set out at Annexure B.

Stantons International Audit and Consulting Pty Ltd has given its written consent to act as the Company's auditor in accordance with section 328A(1) of the Corporations Act, subject to Shareholder approval of this Resolution.

If all Resolutions (other than Resolutions 14 to 16 (inclusive)) under this Notice of Meeting are passed, the appointment of Stantons International Audit and Consulting Pty Ltd as the Company's auditor will take effect immediately, at the close of this General Meeting.

Resolutions 17 and 18 are subject to the passing of all the other Resolutions (other than Resolutions 14 to 16 (inclusive)) under this Notice of Meeting.

ENQUIRIES

Shareholders are asked to contact Mr Scott Turner, Deed Administrator, on 0411 692 425 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

3 Year Options is a form of Management Options that are proposed to be issued under this Notice of Meeting to Directors and other key personnel of the Company. Full terms of the 3 Year Options are set out in Schedule 2.

5 Year Options is a form of Management Options that are proposed to be issued under this Notice of Meeting to Directors and other key personnel of the Company. Full terms of the 5 Year Options are set out in Schedule 3.

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

ASIC means Australian Securities and Investment Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules means the official listing rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Company means Hamilton James & Bruce Group Limited (ACN 091 302 975) (Subject to Deed of Company Arrangement) of Exchange Centre, Level 12, 20 Bridge Street, Sydney NSW 2000.

Constitution means the Company's constitution.

Consolidation refers to the consolidation of the number of securities on issue in the Company on a thirty-three (33) for one (1) basis.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Creditors Trust means the trust established pursuant to the Creditors' Trust Deed for the purposes of satisfying approved creditor claims.

Creditors Trust Deed means the Creditors Trust Deed entered into by the Company on 24 December 2013.

Deed Administrator and Administrator means Scott Turner of Level 10, 32 Martin Place, Sydney NSW 2000.

Director means a current or proposed director of the Company, as the context requires.

DOCA means the Deed of Company Arrangement entered into by the Company on 24 December 2013.

Dollar or "\$" means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

First Placement means the placement subject of Resolution 2, being the issue of up to 140,000,000 First Placement Shares and up to 70,000,000 First Placement Options to the Syndicate (or their nominees) and other investors that are invited by the Company as part of the Proposal.

First Placement Options means an Option to subscribe for one (1) Share in the Company at an issue price of \$0.000025 per Option that is being issued as part of the First Placement.

First Placement Shares means a Share in the Company at an issue price of \$0.0025 per Share that is being issued as part of the First Placement.

General Meeting means the meeting of the Company's members convened by this Notice of Meeting.

HJB means the Company.

HJB Business means the existing unencumbered assets of the Company.

Independent Expert means Stantons International Securities Pty Ltd (ABN 42 128 908 289) of Level 2, 1 Walker Avenue, West Perth, WA 6005.

Independent Expert's Report means the report by the Independent Expert dated 28 April 2014 annexed to this Notice of General Meeting as Annexure A.

Management Options means Options which are issued to proposed Directors, key management and advisers of the Company as a means to provide remuneration, incentives or any other reasons as the Board at the time deems appropriate. Without limitation, 3 Year Options and 5 Year Options are forms of Management Options. Under this Notice of Meeting, it is proposed that Management Options are governed by the Option Plan.

Management Optionholder means a person holding a Management Option.

New Board means the proposed Board of Directors of the Company constituting of Mike Hill, Michael Everett, Michael Pollak and Brett Chenoweth.

New Constitution means the constitution that will be tabled at this Notice of Meeting and proposed to be adopted by the Company as its constitution. A copy of the New Constitution can be viewed before the General Meeting by sending a written request to the Company.

Notice of Meeting or Notice of General Meeting means this notice of general meeting dated 23 June 2014 including the Explanatory Statement.

Official List means the official list of ASX.

Official Quotation means official quotation of the Company's Shares on ASX.

Option means an option to acquire a Share.

Option Plan means the rules that will govern the issue, operation and administration of Management Options and other Management Options (as the case may be).

Optionholder means a holder of an Option.

Pager Partners means Pager Partners Corporate Advisory Pty Ltd (ACN 123 845 401) as trustee for The Pager Partners Investment Trust.

Post-Consolidation refer to the numbers of Securities on issue in the Company after the Consolidation contemplated by Resolution 1 under this Notice of Meeting is approved by Shareholders.

Proposal means the proposal presented by the Syndicate for the restructure and recapitalisation of the Company that was accepted by the creditors of the Company, together with the Deed Administrator on 24 December 2013.

Proxy Form means the proxy form attached to this Notice of Meeting.

Related Party means each of Mike Hill, Michael Everett, Michael Pollak and Brett Chenoweth.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Second Placement means the placement subject of Resolution 3, being the issue of up to 130,000,000 Second Placement Shares to general investors that may include members of the Syndicate (or their nominees).

Second Placement Shares means a Share in the Company at an issue price of \$0.01 per Share that is being issued as part of the Second Placement

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Syndicate means the syndicate headed by Pager Partners that made the Proposal to the Company.

VWAP means Volume Weighted Average Price.

Hamilton James & Bruce Group Limited

ACN 091 302 975

Proxy Form

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

Full name of security holder(s):……………………………………………………………

Address:…………………………………………………………………………………... I/We being a member/s of Hamilton James & Bruce Group Limited (ACN 091 302 975) ("Company") and entitled to attend and vote at the General Meeting of the Company to be held at 11 am on 23 June 2014, and

	at any adjournment thereof, hereby appoint:
	the Chairman of the meeting.	OR		……………………………………………
(mark			(mark box)	(Full name of proxy or the office of the
box)				proxy)

or if the person or body corporate named above fails to attend the meeting, or if no person/body corporate is named, the Chairman of the meeting as my/our proxy to attend that meeting and vote on my/our behalf at that meeting and any adjournment or postponement of that meeting in accordance with the following directions (or if no directions have been given, as the proxy sees fit).

STEP 2: VOTING DIRECTIONS ON ALL RESOLUTIONS

You may direct your proxy (which may be the Chairman, if so appointed) on how to vote on Resolutions 1 to 18 (inclusive) by marking one of the boxes with an "X" for each Resolution. If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that particular Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

The Chairman of this General Meeting intends to vote undirected proxies IN FAVOUR ("FOR") of all Resolutions.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of all the relevant resolutions, please place a mark in the box.

(mark box)

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has interest in the outcome of all the Resolution/s ("Relevant Resolutions") and that votes cast by the Chairman of this General Meeting for those Relevant Resolutions other than as proxy holder will be disregarded because of that interest.

As proxy holder for all undirected proxies, the Chair of the meeting intends to vote in favour of ("For") all the relevant resolutions.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on all the Relevant Resolutions and your votes will not be counted in calculating the required majority if a poll is called on all the relevant resolutions.

I/We direct that my proxy vote in the following manner (please mark relevant boxes with () to indicate your directions):

Resolution		For	Against	Abstain*
1	Consolidation of Capital			
2	Issue of Securities pursuant to First Placement			
3	Issue of Second Placement Shares			
4	Approval of Future Issue of 40,500,000 Management Options			
5	Acquisition of a Relevant Interest			
6	Related Party Approval – Michael (Mike) Hill			
7	Related Party Approval – Michael Everett			
8	Related Party Approval – Michael Pollak			
9	Related Party Approval – Brett Chenoweth			
10	Election of Michael (Mike) Hill as a Director			
11	Election of Michael Everett as a Director			
12	Election of Michael Pollak as a Director			
13	Election of Brett Chenoweth as a Director			
14	Adoption of Option Plan			
15	Repeal and Adoption of a Constitution			

16	Change of Company Name			
17	Removal of Auditor			
18	Appointment of Auditor			

* Please note if you mark abstain, you are directing your proxy not to vote on that Resolution.

STEP 3: SIGNATURE OF SECURITYHOLDER(S)

	Individual or Securityholder 1	Securityholder 2	Securityholder 3





	Sole Director and Sole Company	Director	Director/Company Secretary
	Secretary

Date:	/ /	/ /	/ /

In addition to signing this Proxy Form, please provide the following information in case we need to contact you:

Contact name	Contact daytime telephone

STEP 4: LODGING YOUR PROXY FORM

You must lodge your Proxy Form by 11am on 21 June 2014.

Please read carefully and follow the instructions overleaf.

How to complete this Proxy Form

For your proxy vote to be effective, your completed Proxy Form must be received by 11am on 21 June 2014.

Step 1: Appointing a proxy

If you are entitled to attend and vote at the meeting, you may appoint a proxy to attend the meeting and vote on your behalf. A proxy can be an individual or a body corporate and need not be a securityholder. You may select the Chairman of the meeting as your proxy.

Appointing a second proxy: You can appoint up to two proxies. If you appoint two proxies, you must specify the proportion or number of votes each proxy may exercise. If no percentage is specified, each proxy may exercise half of your votes. Fractions of votes will be disregarded. A separate Proxy Form must be used for each proxy.

Default to the Chairman of the meeting: Any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the meeting, who is required to vote those proxies as directed.

Additional Proxy Forms: You can obtain additional Proxy Forms by telephoning the Company or you may copy this Form. Please lodge both Proxy Forms together.

Step 2: Voting directions

You may direct your proxy how to vote by placing a mark () in one of the boxes opposite each item of business. All your securities will be voted in accordance with your directions. If you mark the "Abstain" box for an item, you are directing your proxy not to vote on that item. If you mark more than one box for an item, your vote on that item will be invalid.

Voting a portion of your holding: You may indicate that only a portion of your voting rights are to be voted on any item by inserting a percentage or the number of securities you wish to vote in the appropriate box or boxes. The total of votes cast, or the percentage for or against, an item must not exceed your voting entitlement or 100%.

No directions: If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses.

Step 3: Signing instructions

Individual: The Proxy Form must be signed by the securityholder personally or by Power of Attorney (see below).

Joint holding: The Proxy Form must be signed by each of the joint securityholders personally or by Power of Attorney (see below).

Power of Attorney: To sign under Power of Attorney, you must have already lodged the Power of Attorney with the Company. If you have not previously lodged that document, please attach a certified copy of the Power of Attorney to this Proxy Form when you return it.

Companies: For a corporate securityholder, if the company has a sole director who is also the sole company secretary, that person must sign this Proxy Form. If the company does not have a company secretary (under section 204A of the Corporations Act 2001 ("Act")), its sole director must sign this Proxy Form. Otherwise, a director must sign jointly with either another director or a company secretary in accordance with section 127 of Act. Please indicate the office held by signing in the appropriate place.

Corporate representative: If a representative of a corporate securityholder or proxy is to attend the meeting, the appropriate Certificate of appointment of Corporate Representative must be produced before the meeting. A form of the certificate may be obtained by telephoning the Company.

Step 4: Lodging your Proxy Form

This Proxy Form must be received by Hamilton James & Bruce Group Limited by at least 48 hours before the meeting. Any Proxy Form received after that time will not be effective for the meeting. You can return this Proxy Form (and any Power of Attorney under which it is signed):

by post to Level 5, 137-139 Bathurst Street, Sydney NSW 2000;
by facsimile to (+61 2) 9283 1970; or
by hand delivery to Level 5, 137-139 Bathurst Street, Sydney NSW 2000.

SCHEDULE 1 – TERMS OF FIRST PLACEMENT OPTIONS

(a) Each Option gives the Optionholder the right to subscribe for 1 Share for every Option they own in the Company. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with these terms and conditions.
(b) The Options will expire at 5:00pm (AEST) on 30 June 2017 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) The amount payable upon the exercise of each Option will be \$0.01 (Exercise Price).
(d) The Options may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.
(e) Optionholders may exercise their Options by lodging with the Company, before the Expiry Date:
(a) a written notice of exercise of Options specifying the number of Options being exercised; and
(b) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised.

(Exercise Notice)

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) The Options are freely transferrable.
(i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
(j) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX immediately after the allotment of those Shares.
(k) If at any time the issued capital of the Company is reconstructed, all rights of the Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent in the Options and the Optionholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give the Optionholder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.
(m) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
(n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.
(o) In the event the Options are exercised by the Optionholders, the Company intends to use the funds raised for general working capital and assessing potential acquisitions in high growth sectors. Refer to the Table 1 for further details.

SCHEDULE 2 – TERMS OF 3 YEAR OPTIONS

1. Each 3 Year Option gives the Management Optionholder the right to subscribe for 1 Share upon:
(a) exercise of the 3 Year Option in accordance with these terms; and
(b) payment of the Exercise Price.
1. The 3 Year Options will expire at 5:00pm (AEST) on the third anniversary of the day on which they were issued (Expiry Date).
1. Subject to item 22 below and notwithstanding any other term in the Option Plan, a 3 Year Option will not vest and may not be exercised unless the Company's 20 day VWAP of the Company's shares is 2 cents or above.
1. Subject to item 23 below, a 3 Year Option that has not vested will lapse upon the Management Optionholder ceasing to be an employee of or consultant of the Company unless the Board, in its absolute discretion, determines that the 3 Year Options should not lapse. Without limiting the Board's discretion, the Board may make such a determination if the Management Optionholder dies, is totally and permanently incapacitated or made redundant.
1. The Company will notify a Management Optionholder if the Board makes a determination in accordance with item 4 above in relation to any of that Management Optionholder's 3 Year Options.
1. Any 3 Year Option not exercised before the Expiry Date will automatically lapse at 5:00pm (AEST) on the Expiry Date.
1. Each 3 Year Option is exercisable at 1 cent (\$0.01) (Exercise Price) payable in full on exercise of that 3 Year Option.
1. A Management Optionholder may exercise all or some of the 3 Year Options held by that Management Optionholder. If a Management Optionholder exercises only part of the 3 Year Options held by that Management Optionholder, multiples of 100,000 3 Year Options must be exercised on each occasion.
1. If a Management Optionholder exercises fewer that all of the 3 Year Options held by that Management Optionholder, the Company will cancel the Management Optionholder's holding statement and issue or cause to be issued a new holding statement for the balance of the 3 Year Options held by that Management Optionholder.
1. 3 Year Options may only be exercised by a Management Optionholder lodging with the Company:
(a) a signed written notice of exercise of 3 Year Options specifying the number of 3 Year Options being exercised;
(b) the holding statement for the 3 Year Options; and
(c) a cheque or electronic funds transfer notice for the Exercise Price for the number of 3 Year Options being exercised

((a) – (c) collectively known as Exercise Notice)

1. An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
1. Within 10 Business Days of receipt of the Exercise Notice and the full amount of the Exercise Price in cleared funds, the Company will allot the number of Shares to the Management Optionholder required under the Option Plan in respect of the number of 3 Year Options specified in the Exercise Notice.
1. Subject to the Corporations Act and the ASX Listing Rules, the 3 Year Options are freely transferrable.
1. All Shares allotted upon the exercise of the 3 Year Options will, upon issuance, rank pari passu in all respects with other Shares.
1. The Company will not apply for quotation of the 3 Year Options on ASX.
1. The Company will apply for quotation of all Shares allotted pursuant to the exercise of the 3 Year Options on ASX within 10 Business Days after the date of allotment of those Shares.
1. If at any time the issued capital of the Company is reconstructed, all rights of the Management Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.
1. There are no participating rights or entitlements inherent in the 3 Year Options and the Management Optionholder will not be entitled to participate in new issue of capital offered to Shareholders during the currency of the 3 Year Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give the Management Optionholder the opportunity to exercise the 3 Year Options prior to the date for determining entitlements to participate in any such issue.
1. In the event the Company proceeds with a pro rata basis (other than a bonus issue) of Securities to Shareholders after the date of issue of the 3 Year Options, the Exercise Price will be reduced in the manner permitted by the ASX Listing Rules applying at the time of the pro rata issue.
1. In the event the Company proceeds with a bonus issue of Securities to Shareholders after the date of the 3 Year Options, the number of Securities over which a 3 Year Option is exercisable may be increased in the manner permitted by the ASX Listing Rules applying at the time of the bonus issue.
1. The Company is entitled to treat the registered holder of 3 Year Options as the absolute holder of that 3 Year Option and is not bound to recognise any equitable or other claim to, or interest in, that 3 Year Option on the part of any person other than the registered holder, except as ordered by a court of competent jurisdiction or as required by statute.
1. If a Change of Control Event occurs all unvested 3 Year Options will automatically vest and be free of the condition set out in item 3(a) above and may be exercised at any time on or before the relevant Expiry Date and in any number.
If a Management Optionholder's employment or engagement with the Company or a Related Body Corporate is terminated in circumstances where they are a bad leaver then any 3 Year Options not exercised by the Management Optionholder before the date of the termination will automatically lapse.

In this Schedule, a Change of Control Event means where:

(a) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
(b) any person becomes bound or entitled to acquire shares in the Company under:
(i) section 411 of the Corporations Act (upon a scheme of arrangement being approved); or
(ii) Chapter 6A of the Corporations Act (compulsory acquisition following a Takeover Bid);
(c) a Takeover Bid or other offer is made to acquire more than 50% of the voting shares of the Company and has become unconditional;
(d) the Company passes a resolution for voluntary winding up;
(e) an order is made for the compulsory winding up of the Company; or
(f) a person or a group of associated persons obtains a relevant interest in sufficient Shares to give it or them the ability, in a general meeting, to replace all or a majority of the Board (excluding the transaction contemplated by the Proposed Acquisition).

SCHEDULE 3 – TERMS OF 5 YEAR OPTIONS

1. Each 5 Year Option gives the Management Optionholder the right to subscribe for 1 Share upon:
(a) exercise of the 5 Year Option in accordance with these terms; and
(b) payment of the Exercise Price.
1. The 5 Year Options will expire at 5:00pm (AEST) on the third anniversary of the day on which they were issued (Expiry Date).
1. Subject to item 22 below and notwithstanding any other term in the Option Plan, a 5 Year Option will not vest and may not be exercised unless and until the Company's 20 day VWAP of the Company's shares is 3 cents or above
1. Subject to item 23 below, a 5 Year Option that has not vested will lapse upon the Management Optionholder ceasing to be an employee of or consultant of the Company unless the Board, in its absolute discretion, determines that the 5 Year Options should not lapse. Without limiting the Board's discretion, the Board may make such a determination if the Management Optionholder dies, is totally and permanently incapacitated or made redundant.
1. The Company will notify a Management Optionholder if the Board makes a determination in accordance with item 5 above in relation to any of that Management Optionholder's 5 Year Options.
1. Any 5 Year Option not exercised before the Expiry Date will automatically lapse at 5:00pm (AEST) on the Expiry Date.
1. Each 5 Year Option is exercisable at 1 cent (\$0.01) (Exercise Price) payable in full on exercise of that 5 Year Option.
1. A Management Optionholder may exercise all or some of the 5 Year Options held by that Management Optionholder. If a Management Optionholder exercises only part of the 5 Year Options held by that Management Optionholder, multiples of 100,000 5 Year Options must be exercised on each occasion.
1. If a Management Optionholder exercises fewer that all of the 5 Year Options held by that Management Optionholder, the Company will cancel the Management Optionholder's holding statement and issue or cause to be issued a new holding statement for the balance of the 5 Year Options held by that Management Optionholder.
1. 5 Year Options may only be exercised by a Management Optionholder lodging with the Company:
(a) a signed written notice of exercise of 5 Year Options specifying the number of 5 Year Options being exercised;
(b) the holding statement for the 5 Year Options; and
(c) a cheque or electronic funds transfer notice for the Exercise Price for the number of 5 Year Options being exercised

((a) – (c) collectively known as Exercise Notice)

1. An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
1. Within 10 Business Days of receipt of the Exercise Notice and the full amount of the Exercise Price in cleared funds, the Company will allot the number of Shares to the Management Optionholder required under the Option Plan in respect of the number of 5 Year Options specified in the Exercise Notice.
1. Subject to the Corporations Act and the ASX Listing Rules, the 5 Year Options are freely transferrable.
1. All Shares allotted upon the exercise of the 5 Year Options will, upon issuance, rank pari passu in all respects with other Shares.
1. The Company will not apply for quotation of the 5 Year Options on ASX.
1. The Company will apply for quotation of all Shares allotted pursuant to the exercise of the 5 Year Options on ASX within 10 Business Days after the date of allotment of those Shares.
1. If at any time the issued capital of the Company is reconstructed, all rights of the Management Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.
1. There are no participating rights or entitlements inherent in the 5 Year Options and the Management Optionholder will not be entitled to participate in new issue of capital offered to Shareholders during the currency of the 5 Year Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give the Management Optionholder the opportunity to exercise the 5 Year Options prior to the date for determining entitlements to participate in any such issue.
1. In the event the Company proceeds with a pro rata basis (other than a bonus issue) of Securities to Shareholders after the date of issue of the 5 Year Options, the Exercise Price will be reduced in the manner permitted by the ASX Listing Rules applying at the time of the pro rata issue.
1. In the event the Company proceeds with a bonus issue of Securities to Shareholders after the date of the 5 Year Options, the number of Securities over which a 5 Year Option is exercisable may be increased in the manner permitted by the ASX Listing Rules applying at the time of the bonus issue.
1. The Company is entitled to treat the registered holder of 5 Year Options as the absolute holder of that 5 Year Option and is not bound to recognise any equitable or other claim to, or interest in, that 5 Year Option on the part of any person other than the registered holder, except as ordered by a court of competent jurisdiction or as required by statute.
1. If a Change of Control Event occurs all unvested 5 Year Options will automatically vest and be free of the condition set out in item 3(a) above and may be exercised at any time on or before the relevant Expiry Date and in any number.
If a Management Optionholder's employment or engagement with the Company or a Related Body Corporate is terminated in circumstances where they are a bad leaver then any 5 Year Options not exercised by the Management Optionholder before the date of the termination will automatically lapse.

In this Schedule, a Change of Control Event means where:

(a) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
(b) any person becomes bound or entitled to acquire shares in the Company under:
(i) section 411 of the Corporations Act (upon a scheme of arrangement being approved); or
(ii) Chapter 6A of the Corporations Act (compulsory acquisition following a Takeover Bid);
(c) a Takeover Bid or other offer is made to acquire more than 50% of the voting shares of the Company and has become unconditional;
(d) the Company passes a resolution for voluntary winding up;
(e) an order is made for the compulsory winding up of the Company; or

a person or a group of associated persons obtains a relevant interest in sufficient Shares to give it or them the ability, in a general meeting, to replace all or a majority of the Board (excluding the transaction contemplated by the Proposed Acquisition).

SCHEDULE 4 – SUMMARY OF TERMS OF OPTION PLAN

1. The Board may issue Management Options to Participants having regard, in each case, to all or any of the following matters as determined by the Board:
(a) the position held by the proposed Participant with the Company or with Associated Body Corporate;
(b) the length of the period of service of the proposed Participant with the Company or with an Associated Body Corporate;
(c) the contribution to the Company or to an Associated Body Corporate that has been made by the proposed Participant;
(d) the potential contribution of the proposed Participant to the Company or to an Associated Body Corporate;
(e) the remuneration or fee of the proposed Participant for services rendered to the Company or an Associated Body Corporate;
(f) whether the proposed Participant has met any performance criteria set by the Board; and
(g) any other matters that the Board considers to be relevant.
1. Management Options are to be issued free to Participants.
1. The Board must not, without the consent of all the relevant Participants, amend these Rules in a way which materially prejudices or which reduces the rights of the Participant in respect of the Management Options, other than an amendment primarily:
(a) for the purpose of complying, or enabling compliance, with or confirming to legislation applicable to the Company, an Associated Body Corporate or these Rules or a requirement, policy or practice of the Australian Securities and Investments Commission, ASX or other regulatory body governing or regulating the maintenance or operation of these Rules or like plans;
(b) to correct any manifest error or mistake;
(c) to take into consideration possible adverse tax implications in respect of these Rules arising from, amongst others, adverse tax rulings from the Commissioner of Taxation, changes to tax legislation or changes in the interpretation of tax legislation by a court of competent jurisdiction.
1. The Board may suspend or terminate these Rules at any time, in which case, the Company shall not make any further grants of Management Options under these Rules during the suspended or terminated period. However, during the period the Board shall otherwise continue to administer these Rules in accordance with these Rules in respect of all Management Options which have already been granted until all Management Options have been exercised or expired.
1. These Rules shall be in all respects administered under the directions of the Board or a committee of the Board. The Board or committee of the Board may appoint, for the proper administration and management of these Rules, such secretary or executives or staff or other persons as it considers desirable and may delegate to those persons

such powers and authorities as may be necessary or desirable for the administration and management of these Rules.

1. Each Participant shall be issued with a holding statement stating the number of any Management Options held by that Participant:
(a) on the date of issue of any Management Options; and
(b) within 5 Business Days of the exercise of any Management Options.
1. If any disagreements or dispute with respects to the interpretation of these Rules or the terms of grant of any Management Option arises, such disagreement or dispute shall be referred to the Board and the decision of the Board shall, in the absence of manifest error, be final and binding on all parties.
1. The Board may, subject to any express provision of these Rules, the ASX Listing Rules or the Corporations Act to the contrary:
(a) do any act, matter or thing or make any decision, determination or resolution; or
(b) conditionally or unconditionally give or withhold any consent or approval,

as contemplated by these Rules, in its absolute uncontrolled and examinable discretion and is no obliged to give reasons for so doing.

1. The Company's rights to terminate or vary the terms of employment or engagement of any Participant shall not be prejudiced in any way by any Participant holding Management Options or anything contained in these Rules.
1. Holding Management Options, the rights or liabilities of a Participant under these Rules or the inability or restricted ability of a Participant to exercise a Management Option, or any of them, shall not be used as grounds for granting or increasing damages in any action brought by any Participant against the Company whether in respect of any alleged wrongful dismissal or otherwise.
1. None of the Company, its Directors, officers of employees represents that the Company's Share price will attain, maintain or exceed any price. A Participant who chooses to exercise any Management Option does so at their own risk in that they may suffer financial detriment if the Company's Share price falls.
1. These Rules shall in all respects be governed by and shall be construed in accordance with the laws of New South Wales.

In this Schedule:

Associated Body Corporate means any:

(a) related body corporate of the Company; and
(b) entity designated by the Board to be an associated body corporate for the purposes of these Rules.

Rules means the Option Plan and the terms therein, as altered or added to from time.

Participant means a full-time or part-time employee or a Director of the Company or an Associated Body Corporate or a person engaged by the Company as a consultant, who is invited by the Board to hold Management Options under the terms of these Rules and is issued Management Options under these Rules.

SCHEDULE 5 – DILUTIONARY EFFECT OF ISSUE OF RELATED PARTY SECURITIES

Syndicate (Related Parties)	Issued Shares as at the date of this Notice of Meeting	Post Consolidation issued Shares	First Placement Shares to be issued	Second Placement Shares to be issued	Total Shares issued1	Dilutionary effect upon issue of First and Second Placement Shares (undiluted)2	First Placement Options to be granted	3 Year Management Options vesting at 2cents	5 Year Management Options vesting at 3 cents	Issued Shares upon issue of First and Second Placement Securities (fully diluted)	Dilutionary effect upon issue of First and Second Placement Securities (fully diluted)3
Mike Hill	0	0	12,800,000	2,000,000	14,800,000	5.16%	13,000,000	3,500,000	3,500,000	34,800,000	8.76%
Mike Everett	0	0	14,400,000	6,000,000	20,400,000	7.11%	9,500,000	4,750,000	4,750,000	39,400,000	9.92%
Michael Pollak	0	0	22,000,000	5,000,000	27,000,000	9.41%	7,500,000	1,250,000	1,250,000	37,000,000	9.31%
Brett Chenoweth	0	0	14,400,000	6,000,000	20,400,000	7.11%	13,000,000	3,500,000	3,500,000	40,400,000	10.17%
Related Parties
Total	0	0	63,600,000	19,000,000	82,600,000	28.79%	43,000,000	13,000,000	13,000,000	151,600,000	38.15%
Syndicate (Non Related Parties)
Jonathan Pager	0	0	22,000,000	5,000,000	27,000,000	9.41%	7,500,000	1,250,000	1,250,000	37,000,000	9.31%
Julian Knights	0	0	12,400,000	6,000,000	18,400,000	6.41%	6,000,000	1,250,000	1,250,000	26,900,000	6.77%
Andrew Gray	0	0	6,800,000	7,000,000	13,800,000	4.81%	0	1,250,000	1,250,000	16,300,000	4.10%
Charbel Nader	0	0	14,400,000	6,000,000	20,400,000	7.11%	7,500,000	3,500,000	3,500,000	34,900,000	8.78%
Others	0	0	12,400,000	6,000,000	18,400,000	6.41%	6,000,000	0	0	24,400,000	6.14%
Non-Related Parties
Total	0	0	68,000,000	30,000,000	98,000,000	34.14%	27,000,000	7,250,000	7,250,000	139,500,000	35.11%
Syndicate Total	0	0	131,600,000	49,000,000	180,600,000	62.95%	70,000,000	20,250,000	20,250,000	291,100,000	73.26%
Other invited
investors	0	0	8,400,000	21,000,000	29,400,000	10.25%	0	0	0	29,400,000	7.40%
Public offer under
Second Placement	-	-	-	60,000,000	60,000,000	20.91%	-	-	-	60,000,000	15.10%
Existing
Shareholders	556,929,634	16,876,656	0	0	16,876,656	5.88%	0	0	0	16,876,656	4.25%
Final Total	556,929,634	16,876,656	140,000,000	130,000,000	286,876,656	100%	70,000,000	20,250,000	20,250,000	397,376,656	100%

Notes

1 On a post-Consolidation basis.

2 On a post-Consolidation basis, assuming all 140 million and 130 million First and Second Placement Shares, respectively, are issued.

3 Assumes a total of 286,876,656 Shares are on issue (post-Consolidation and including the First and Second Placement Shares) and all 70 million First Placement Options and 40,500,000 Management Options are exercised, resulting in a total issued Share capital of 397,376,656 Shares. The aggregate dilutionary effect of the issue of the Related Party Securities is 38.15% on the basis that each proposed Director is deemed to hold a relevant interest in each other proposed Director's Related Party Securities.

ANNEXURE A – INDEPENDENT EXPERT'S REPORT

PO Box 1908 West Perth WA 6872 Australia

Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

ABN: 84 144 581 519 AFS Licence No: 448697 www.stantons.com.au

28 April 2014

The Deed Administrator Hamilton James & Bruce Group Limited Level 10 32 Martin Place SYDNEY NSW 2000

Summary of Opinion

For the purposes of section 611 (item 7) of TCA, in relation to the approval to issue 140,000,000 First Placement Shares, 70,000,000 First Placement Options, 130,000,000 Second Placement Shares and 40,500,000 Management Options, in our opinion taking into account the factors noted elsewhere in this report including the factors (positive, negative and other factors) noted in section 7 of this report, the proposal as outlined in paragraph 1.1 and Resolutions 5, 6, 7, 8 and 9 may on balance collectively be considered to be fair and reasonable at the date of this report.

Dear Sirs

RE: HAMILTON JAMES & BRUCE LIMITED ("HJB" OR "THE COMPANY") (ACN 091 302 975) ON THE PROPOSAL THAT SHAREHOLDERS APPROVE THE ISSUE OF UP TO 131,600,000 SHARES AT 0.25 CENTS EACH, UP TO 70,000,000 OPTIONS AT AN EXERCISE PRICE OF 1 CENT PER OPTION, UP TO 49,000,000 SHARES AT 1 CENT EACH AND UP TO 40,500,000 OPTIONS AS NOTED BELOW AND IN RESOLUTIONS 5, 6, 7, 8 AND 9 TO CUMULATIVELY RAISE \$820,750 (FROM A TOTAL CAPITAL RAISING OF \$1,651,750). MEETING PURSUANT TO SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT 2001 ("TCA").

1. Introduction

1.1 We have been requested by the Syndicate (refer to paragraph 1.4) to prepare an Independent Expert's Report to determine the fairness and reasonableness relating to the proposals as set out in Resolutions 5, 6, 7, 8 and 9 of the Notice of Meeting ("the Notice") to be disseminated to shareholders of HJB in or around May 2014.

Resolution 5 relates to issue a total of up to 131,600,000 ordinary shares ("First Placement Shares") in HJB at an issue price of 0.25 cents each to raise a gross \$329,000, the proposal to issue up to 70,000,000 options in HJB ("First Placement Options") at an issue price of 0.0025 cents per option to raise up to \$1,750 to be exercisable at 1 cent per First Placement Option with an expiry date on or before 30 June 2017, the proposal to issue up to 49,000,000 ordinary shares ("Second Placement Shares") in HJB at an issue price of 1 cent per share to raise up to a gross \$490,000 and the proposal to issue up to 40,500,000 options in HJB ("Management Options") to be exercisable at 1 cent per option subject to various performance vesting conditions and expiry dates ("Option Conditions"). Refer paragraphs 1.5 and 1.6 below relating to the issue of various shares and share options that, in effect, are part of the shares and share options to be issued pursuant to Resolution 5.

1.2 The First Placement Options, relate to the proposed issue of 70,000,000 options at a placement price of \$0.0025 cents per option raising a total of up to \$1,750, and being exercisable at 1 cent per option on or before 30 June 2017.
1.3 The total number of 40,500,000 Management Options are subject to Options Conditions as noted below, are to be issued to management of the Company, and encompass 20,250,000 Management Options proposed to be issued for Nil consideration at an exercise price of 1 cent per option vesting once HJB's 20 day VWAP (Volume Weighted Average Price) of the company's shares is 2 cents or above expiring within 3 years of the grant date, as well as a further 20,250,000 Management Options to be issued for Nil consideration at an exercise price of 1 cent per option vesting once HJB's 20 day VWAP of the company's shares is 3 cents or above expiring within 5 years of the grant date.

1.4 The issue of the First Placement Shares includes the issues of 63,600,000 ordinary HJB shares to a consortium comprising of Michael Hill (or nominee) ("Hill"), Michael Everett (or nominee) ("Everett"), Michael Pollak (or nominee) ("Pollak") and Brett Chenoweth (or nominee) ("Chenoweth") (together "the Consortium") and a further 68,000,000 shares to other associates of the Consortium, including Messer's Jonathan Pager, Julian Knight, Andrew Gray and Charbel Nader (each members of the HJB Advisory Committee) (together "The Syndicate"). The Consortium is also to be issued a further 43,000,000 First Placement Options, a further 19,000,000 Second Placement Shares and 26,000,000 Management Options, whilst associates of the Consortium, will be issued with a further 68,000,000 First Placement Shares, 27,000,000 First Placement Options, 30,000,000 Second Placement Shares and 14,500,000 Management Options.
1.5 The proposed issue of 63,600,000 First Placement Shares, 43,000,000 First Placement Options, the 19,000,000 Second Placement Shares and 26,000,000 Management Options to the Consortium, is referred to in this report as the "Consortium Subscription" as part of a total \$1,651,750 capital raising as noted below. In addition to the Consortium Subscription, the additional proposed issue of a further 68,000,000 First Placement Shares, the proposed issue and exercise of an additional 27,000,000 First Placement Options, a further proposed issue of 30,000,000 Second Placement Shares and a further proposed issue of 14,500,000 Management Options to the associates of the Consortium, is referred to as the "Syndicate Subscription". The issue of First Placement Shares and Second Placement Shares to the Syndicate is referred to as "Syndicate Subscription Shares", whilst the issue of First Placement Options and Management Options to the Syndicate is referred to as "Syndicate Subscription Options". The Syndicate Subscription, which is included as part of the proposal as set out in Resolution 5, is also individually voted upon by non-associated shareholders of HJB (that is shareholders not associated with the Consortium), for each proposed new related party. Accordingly, Resolutions 6, 7, 8 and 9, which cumulatively form part of Resolution 5, also relate to the proposed issue of First Placement Shares, First Placement Options, Second Placement Shares and Management Options to Messer's Hill, Everett, Pollak and Chenoweth individually. Accordingly, the issue of the Company's shares to each of Hill, Everett, Pollak and Chenoweth are being dealt with individually under Resolutions 6, 7, 8 and 9 of the Notice as they are related parties to the Company.

1.6	The Resolutions pertaining to the issue of First Placement Shares, First Placement Options,
	Second Placement Shares and Management Options amongst the Syndicate is as follows:

	Resolution Related Party	Maximum First Placement Shares to be issued	Issue and Exercise of First Placement Options	Maximum Second Placement Shares to be issued	Issue and Exercise of Management Options	Total Potential Share Issue	Maximum Voting Power*
6	Hill	12,800,000	13,000,000	2,000,000	7,000,000	34,800,000	8.76%
7	Everett	14,400,000	9,500,000	6,000,000	9,500,000	39,400,000	9.92%
8	Pollak	22,000,000	7,500,000	5,000,000	2,500,000	37,000,000	9.31%
9	Chenoweth	14,400,000	13,000,000	6,000,000	7,000,000	40,400,000	10.17%
	Total Consortium Subscription	63,600,000	43,000,000	19,000,000	26,000,000	151,600,000	38.15%
	Other Associates (non- related parties)^	68,000,000	27,000,000	30,000,000	14,500,000	139,500,000	35.11%
5	Total Syndicate Subscription	131,600,000	70,000,000	49,000,000	40,500,000	291,100,000	73.26%
	Other Non Associated Parties	8,400,000	-	81,000,000	-	89,400,000	22.50%
2, 3 & 4**	Total	140,000,000	70,000,000	130,000,000	40,500,000	380,500,000	95.75%

*In an expanded share capital structure of HJB. That is should the maximum First Placement Shares, First Placement Options, Second Placement Shares and Management Options be issued to the relevant holder and assuming the 33:1 share consolidation. ^Represents issue of shares and options to associates of the Consortium

**This IER does not relate to the total of these Resolutions, rather Resolutions 5 through to 9 as noted above.

1.7 HJB entered into administration on 12 September 2013. On 24 December 2013, the administrators of the Company, entered into a Deed of Company Arrangement with Pager Partners Corporate Advisory Pty Ltd. As referred to in the Explanatory Statement in the Notice, it is proposed that the Company will be restructured (hereinafter referred to as the "Restructure"), subject to shareholder approval such that:
i) HJB's existing business assets (including contractor staff and clients lists, intellectual property rights including business names, domain names, websites, process documentation, work manuals other than cash or receivables) will be transferred to HJB from its subsidiaries unencumbered;
ii) the Company enters into a Creditors Trust Deed for the purpose of satisfying approved creditor claims;
iii) the Company making any rights in its sundry debtors and other assets not acquired by the Consortium for the purposes of satisfying the Company's Creditors;
iv) the payment of \$200,000 in cash for the partial satisfaction of the Company's Creditor's claims;
v) the Consolidation of the Company's existing share capital subject to a 33:1 share consolidation;
vi) a new Capital Raising be undertaken (refer to proposal put to existing HJB shareholders as part of Resolution 5 of the Notice); and
vii) new Directors, namely Messer's Hill, Everett, Pollak and Chenoweth be appointed as Directors of HJB.
1.8 The above Restructure is subject to the Company obtaining necessary shareholder approvals and any ASX regulatory re-quotation approvals, as well as HJB being released from all liabilities and long term commitments through the contemporaneous effectuation of the DOCA and payment of cash consideration. Inter alia, the Company's secured creditors (if any) must also vote to release security over assets, and all creditors will be required to be satisfied from the Creditors Trust. Furthermore, all subsidiaries of HJB shall be excised from HJB (unless required by the Consortium).
1.9 Under section 606 of TCA, a person must not acquire a relevant interest in issued voting shares in a company if because of the transaction, that persons or someone else's voting power in the company increases:
(a) from 20% or below to more than 20%; or
(b) from a starting point that is above 20% and below 90%.

Under section 611 (Item 7) of TCA, section 606 does not apply in relation to any acquisition of shares in a company approved by resolution passed at a general meeting at which no votes were cast in favour of the resolution by the acquirer or the disposer or their respective associates. An independent expert is required to report on the fairness and reasonableness of the transaction pursuant to a section 611 (Item 7) meeting.

1.10 Following completion of the Restructure and the other proposals noted in paragraph 1.1 above and in the Notice, the Syndicate who currently holds Nil shares in HJB would own a total of 180,600,000 shares in HJB (not including the potential issue and exercise of First Placement Options and Management Options) representing approximately 62.95% of the then shares on issue (assuming no other shares are issued or options converted). There would be 286,876,656 HJB shares on issue.

Accordingly, should the First Placement Options and Management Options be issued and exercised, the Syndicate could own approximately 291,100,000 shares in the expanded capital of HJB, and this would represent approximately 73.26% of the then expanded shares on issue in HJB (total shares on issue would increase to 397,376,656). As it is envisaged that the Consortium would collectively hold more than 28.79% of the issued capital of HJB (post issuance of the First Placement Shares and Second Placement Shares, but before the issue and exercise of the First Placement Options and Management Options), and hold more than 38.15% of the expanded share capital of HJB (post issuance and exercise of First Placement Options and Management Options), the Consortium will be deemed to have control of HJB and will have effective Board control post the effectuation of the Restructure.

1.11 Individually, members of the Consortium, namely Messer's Hill, Everett, Pollak and Chenoweth, would own 5.16%, 7.11%, 9.41% and 7.11% respectively of the issued capital of HJB (after the 33 for 1 share consolidation, but before the issue and potential exercise of First Placement Options and Management Options). Should the First Placement Options and Management Options be issued and fully exercised, Messer's Hill, Everett, Pollak and Chenoweth would individually own 8.76%, 9.92%, 9.31% and 10.17% of the Company respectively.
1.12 A notice prepared in relation to a meeting of shareholders convened for the purposes of section 611 (Item 7) of TCA should be accompanied by an independent expert's report stating whether it is fair and reasonable to approve the issue of 131,600,000 First Placement Shares, 70,000,000 First Placement Options, 49,000,000 Second Placement Shares and 40,500,000 Management Options to raise a gross \$820,750. To assist shareholders in making a decision on the proposal outlined in Resolution 5 of the Notice, (and Resolutions 6, 7, 8 and 9 relating to individual members of the Consortium, namely Messer's Hill, Everett, Pollak and Chenoweth respectively which also form part of Resolution 5 of the Notice), the directors have requested that Stantons International Securities prepare an Independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the proposal under Resolutions 5, 6, 7, 8 and 9 are fair and reasonable to the non-associated shareholders of HJB.
1.13 We are not reporting on the fairness and reasonableness of the other resolutions referred to in the Notice and Explanatory Statement, other than Resolutions 5, 6, 7, 8 and 9 as outlined above.
1.14 Apart from this introduction, this report considers the following:
Summary of opinion
Implications of the proposals with the Consortium
Corporate history and nature of business
Future direction of HJB
Basis of valuation of HJB shares
Premium for control
Consideration as to fairness and reasonableness
Conclusion as to fairness and reasonableness
Sources of information
Appendix A and Financial Services Guide
1.15 In determining the fairness and reasonableness of the transactions pursuant to Resolutions 5 to 9 we have had regard to the definitions set out by the Australian Securities and Investments Commission ("ASIC") in its Regulatory Guide 111, "Content of Expert Reports". The Regulatory Guide 111 states that an opinion as to whether an offer is fair and/or reasonable shall entail a comparison between the offer price and the value that may be attributed to the securities under offer (fairness) and an examination to determine whether there is justification for the offer price on objective grounds after reference to that value (reasonableness). The concept of "fairness" is taken to be the value of the offer price, or the consideration, being equal to or greater than the value of the securities in the above mentioned offer. Furthermore, this comparison should be made assuming 100% ownership

of the "target" and irrespective of whether the consideration is scrip or cash. An offer is "reasonable" if it is fair.

An offer may also be reasonable, if despite not being "fair", there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer. It also states that, where an acquisition of shares by way of an allotment is to be approved by shareholders pursuant to section 611 (Item 7) of TCA, it is desirable to commission a report by an independent expert stating whether or not the proposal is fair and reasonable, having regards to the proposed allottees and whether a premium for potential control is being paid by the allottees. Regulatory Guide 111 also provides that such an allotment should involve a comparison of the advantages and disadvantages likely to accrue to non associated shareholders if the transactions proceed compared with if they do not.

1.16 Accordingly, our report in relation to Resolution 5 comprising the approval to issue up to 131,600,000 First Placement Shares, up to 70,000,000 First Placement Options, up to 49,000,000 Second Placement Shares and up to 40,500,000 Management Options to the Syndicate or their nominees is concerned with the fairness and reasonableness of the proposal with respect to the existing non-associated shareholders of HJB and whether the Consortium is paying a premium for control.

Summary of Opinions

1.17 For the purposes of section 611 (item 7) of TCA, the proposals in relation to the approval to issue up to 131,600,000 First Placement Shares, up to 49,000,000 Second Placement Shares, up to 70,000,000 First Placement Options and up to 40,500,000 Management Options together the Syndicate as set out in Resolution 5 and the proposals to issue:

- up to 12,800,000 First Placement Shares, up to 13,000,000 First Placement Options, up to 2,000,000 Second Placement Shares and up to 7,000,000 Management Options to Hill individually (or his nominee) (Resolution 6);

- up to 14,400,000 First Placement Shares, up to 9,500,000 First Placement Options, up to 6,000,000 Second Placement Shares and up to 9,500,000 Management Options to Everett individually (or his nominee) (Resolution 7);

- up to 22,000,000 First Placement Shares, up to 7,500,000 First Placement Options, up to 5,000,000 Second Placement Shares and up to 2,500,000 Management Options to Pollak individually (or his nominee) (Resolution 8); and

- up to 14,400,000 First Placement Shares, up to 13,000,000 First Placement Options, up to 6,000,000 Second Placement Shares and up to 7,000,000 Management Options to Chenoweth individually (or his nominee) (Resolution 9);

are in our opinion taking into account the factors noted elsewhere in this report including the factors (positive, negative and other factors) noted in section 7 of this report, may on balance collectively be considered to be fair and reasonable to the non associated shareholders at the date of this report.

1.18 Each shareholder needs to examine the share price of HJB, market conditions and announcements made by HJB up to the date of the shareholders meeting at the time of exercise of vote to ascertain the impact, if any, on Resolutions 5 to 9. The opinions expressed above must be read in conjunction with the more detailed analysis and comments made in this report.

2. Implications of the Proposals

2.1 As at 24 February 2014, there are 556,929,634 pre-consolidated ordinary fully paid shares on issue in HJB. Post the implementation of all of the recapitalisation proposals, the number of shares may be:

556,929,634
16,876,656
140,000,000
130,000,000
286,876,656
70,000,000

356,876,656
40,500,000
397,376,656

Further details on the shares that could be on issue and the shareholding interests of the Syndicate and other parties are noted in Appendix 3 attached to the Notice.

2.2 There are no share options outstanding in HBJ, prior to the proposed consolidation.
2.3 Following completion of the Subscription Agreements and the other proposals noted in paragraph 1.1 above and in the Notice, the Syndicate who currently holds nil shares in HJB would own a total of 291,100,000 shares in HJB representing approximately 73.26% of the then shares on issue (assuming all other share issues as envisaged and options issued have been made and the full exercise of options completed by the option holders as described in the Notice and Explanatory Statement). There would be 397,376,656 HJB shares on issue.

The Company will raise \$1,651,750 from the issue of First Placement Shares, Second Placement Shares and First Placement Options, of which \$820,750 will come from the Syndicate or their nominees. Should the Syndicate receive its full allotment of First Placement Options and Management Options, and exercise all the aforementioned options, a further \$1,105,000 would be raised upon exercise of these options at a future point in time from the Syndicate.

The Company seeks approval for the issue and allotment of 131,600,000 First Placement Shares, 49,000,000 Second Placement Shares and potential issue and exercise of all 70,000,000 First Placement Options and 40,500,000 Management Options in the capital of the Company to the Consortium (or via nominee entities) under the Consortium Placement. Should the Syndicate exercise its allotment of First Placement Options and Management Options, the amount raised from the Syndicate would increase by \$1,105,000 to a total amount raised of \$1,925,750.

2.4 We understand that the Subscription monies raised will be used for working capital, development of the existing HJB business, payment to the Deed Administrator under the DOCA and identifying new opportunities for HJB shareholders.
2.5 The Board of HJB, should all Resolutions as part of the Notice be consummated and the DOCA be effectuated (that is post potential shareholder approval), would consist of Messer's Michael Hill, Michael Everett, Michael Pollak and Brett Chenoweth. Further new directors may be appointed in the future as the needs arise and subject to the Consortium nominating any new directors.
2.6 As at 24 February 2014, it is believed that the number of ordinary shares on issue in HJB prior to consolidation of capital is 556,929,634 (and post consolidation will be 16,876,656). If all the Resolutions are consummated (and all existing options are converted), the Syndicate will collectively own up to approximately 73.26% of the expanded (post consolidated) share capital of the Company. The actual holding of the capital of the Company, post consummation of all Resolutions put to the shareholders in the Notice by existing shareholders will be 4.25%. Messrs Hill, Everett, Pollak and Chenoweth will each own approximately 8.76%, 9.92%, 9.31% and 10.17% respectively of the expanded post consolidated capital of the Company (assuming the issue and exercise of all the options).
2.7 The estimated costs of the Notice for the meeting of shareholders and other costs including corporate and advisory fees, GST, ASX listing fees and other costs will be around

\$100,000. Under the Recapitalisation Proposal the Company will also pay \$200,000 to the Creditors Trust.

2.8 Set out below is a statement of financial position of the Company based on the Administrators records as at 24 December 2013 adjusted to exclude approximately \$4,251,618 of creditors which would have been transferred to the Creditors Trust when the Company comes out of the DOCA, together with the pro-forma balance sheet (statement of financial position) if all resolutions are passed and consummated.

	Estimated Statement of Financial Position* \$	Statement of Financial Position after Resolutions passed \$
Current Assets
Cash Assets	-	1,451,750
	-	1,451,750
Non Current Assets HJB Business (see paragraph 3.3 below)	50,000	50,000
Intellectual Property-Website	-	-
Total Assets	50,000	1,501,750
Liabilities
Trade Creditors and Accruals	4,251,618	100,000^
Total Current Liabilities	4,251,618	-
Net Deficiency/Surplus	(4,201,618)	1,401,750

*The estimated assets and liabilities of the Company are unknown, as the Company was in administration.

^ Costs of the Notice, Listing fees and other costs

	Estimated Statement of Financial Position** \$	Statement of Financial Position after Resolutions passed \$
Equity
Issued Capital	27,051,000	28,701,000
Reserves	12,000	13,875
Accumulated Losses	(31,264,618)	(27,313,125)
Total Equity	(4,201,618)	1,401,750

**Last known balance sheet made available as at 31 December 2012 – Estimated including under administration

Note 1
The movement in the cash assets is reconciled as follows:
Cash Assets:	\$
Opening Balance	-
Option Issue	1,750
Placement of Shares at approximately \$0.0025
each	350,000
Placement of Shares at approximately \$0.01 each	1,300,000
Payment to the Creditors Trust	(200,000)
Net cash on hand	1,451,750

Thus estimated net cash after the capital raisings and payment for costs of the Notice and other costs and the payment to the Creditors Trust will be \$1,351,750 and no other material liabilities (after adjustment of \$100,000 of trade creditors and accruals).

3. Corporate History and Nature of Business

3.1 HJB is currently suspended from its listing on the ASX and concentrated its efforts on providing employee placement, temporary and contracting services. The Company will evaluate this economic viability of continuing this business, the value of client lists and may possibly look to acquire new projects in the future.
3.2 A summarised unaudited consolidated balance sheet (statement of financial position) of HJB post ratification of all Resolutions is outlined in paragraph 2.8 of this report.
3.3 The retention of the Company's existing assets (unencumbered) includes all of the Company's, registered business names, intellectual property, goodwill, client lists and contractor/employee relationships, websites, trademarks (if any), and all other assets to operate the HJB business of the provision of employee placement and temporary and contracting services ("HJB Business"). As was previously announced to the market, to ensure the continuity of employment of HJB's contractors and temporary staff, and ongoing supply to clients, the contractor book of the Company was sold prior to the appointment of the Administrator It is our view, that the value of the HJB Business retained has minimal value, however the Promoter in a submission has ascribed a value of \$50,000. This value cannot be substantiated at this point of time. The pro-forma statement of financial position has included the \$50,000 notwithstanding that we consider the value is minimal. Notwithstanding, the net asset position prior to the Restructure of the company is estimated to be negative and is therefore valued at nil.

4. Future Directions of HJB

4.1 We have been advised by the directors and management of HJB that:
The immediate short-term plan is to reapply for trading on the ASX so that the shares are freely tradable on the ASX;
To complete all the Resolutions in the Notice to raise \$1,651,750 (not including the effect of any further funds from the exercise of First Placement Options and exercise of Management Options) and such funds will be used for working capital, development of the existing HJB business, payment to the Deed Administrator under the DOCA and identifying new opportunities for HJB shareholders;
Composition of the Board of directors of HJB may change in the near future as outlined in paragraph 2.5;
No dividend policy has been set and it is not proposed to be set until such time as the Company is profitable and has a positive cash flow; and
The Company may seek to raise further capital if required but no further capital raisings are expected in early to mid 2014 (other than the \$1,651,750 monies raised as noted in this report).

5. Basis of Valuation of HJB

5.1 Shares

5.1.1 In considering the proposals as outlined in Resolution 5 (and individually Resolutions 6, 7, 8 and 9), we have sought to determine whether the issue price of the Consortium Subscription Shares to the Consortium (or their nominees) is in excess of the current fair value of the shares in HJB on issue and whether the proposed Consortium Subscription is at a price that HJB could make to unrelated third parties and then conclude whether the proposal is fair and reasonable to the existing non associated shareholders of HJB.

5.1.2 The valuation methodologies we have considered in determining a theoretical value of a HJB share are:
capitalised maintainable earnings/discounted cash flow;
takeover bid the price at which an alternative acquirer might be willing to offer;
adjusted net asset backing and windup value; and
the recent market prices of HJB shares.

5.2 Capitalised maintainable earnings and discounted cash flows

5.2.1 HJB currently does not have a reliable cash flow or profit history from a business undertaking and therefore this methodology is not considered to be appropriate, particularly given the fact that the Company entered into voluntary administration on 12 September 2013.

5.3 Takeover Bid

5.3.1 It is possible that a potential bidder for HJB could purchase all or part of the existing shares, however no certainty can be attached to this occurrence. Currently the Company is in voluntary administration, and the Company has undertaken a Deed of Company Arrangement with Pager Partners Corporate Advisory Pty Ltd (a related entity to Jonathan Pager), for the Company to emerge from administration. To our knowledge, there was no rival bid to recapitalise the company. However, if all of the Syndicate Subscription Shares are issued and the Syndicate Subscription Options are issued and exercised, the Syndicate (either individually or via nominees) would control approximately 73.26% of the expanded ordinary issued capital of HJB, but before any other further share issues as referred to in this report and the Notice and Explanatory Statement.

5.4 Adjusted Net Asset Backing

5.4.1 Net asset backing and windup value
5.4.1 As noted above prior to the recapitalisation process, HJB has no cash, or other assets (apart from an ascribed value of \$50,000 put to the existing HJB business by the proposed incoming Directors of HJB, which may be a lower or greater value upon further evaluation) and minimal business activities and the Administrator considers that on a windup basis, the return to shareholders would be nil (refer paragraph 3.3 of this report).
5.4.2 Purely based on the net cash value of a recapitalised HJB, the net assets would be disclosed at approximately \$1,401,750 (assuming the Company raises \$1,651,750 as noted above) which would be equivalent to approximately \$0.00499 per share, assuming 286,876,656 shares would be on issue after the recapitalisation process (but before the exercise of First Placement Options and exercise of Management Shares). This compares with the estimated current net value of an HJB share of nil cents. Should First Placement Options be exercised to raise a further \$700,000 and Management Shares be exercised, a further \$405,000 be raised and the total number of shares on issue would increase to 397,376,656 share on issue or approximately \$0.00615 cents per share (assuming no further share are issued and \$100,000 liabilities have been adjusted against the cash balance).

5.5 Market price of HJB shares

5.5.1 As the Company is suspended from the ASX, we do not believe it is appropriate to value the HJB share based on prior quoted prices of HJB shares on the ASX.

Summary conclusion on value of a share in HJB

5.6 After taking into account the matters referred to in the preceding paragraphs, we are of the view that the current theoretical value of an HJB share (prior to the recapitalisation process) is nil cents. As disclosed above the Company has no material assets with minimal business activities.

5.7 If the recapitalisation process is finalised, the net value of an HJB share immediately post recapitalisation would approximate \$0.00499 per share (assuming the \$1,651,750 is raised as noted in the Resolutions in the Notice) and accepting the unsubstantiated value of \$50,000 to the HJB Business (\$0.00481 cash backing only, after adjusting for payment of liabilities of \$100,000).

6. Premium for Control

6.1 Premium for control for the purposes of this report has been defined as the difference between the price per share that a buyer would be prepared to pay to obtain a controlling interest in the Company and the price per share at which the same person would be required to pay per share which does not carry with it control of the Company.
6.2 Under TCA, control may be deemed to occur when a shareholder or group of associated shareholders' control more than 20% of the issued capital. In this case, the Syndicate could hold approximately 73.26% of the expanded issued capital of HJB (the related parties individually namely, Hill, Everett, Pollak and Chenoweth would individually own 8.76%, 9.92%, 9.31% and 10.17% of the Company respectively). In take-over offers, it is often the case that a premium for control falls in the normal range of 15% to 40% and it is often accepted that a 20% premium for control should be payable. The actual premium may be more or less. In this case, we assume a reasonable premium for control should be 20%.
6.3 The HJB shares that are proposed to be issued to the Syndicate (the subject of Resolution 5), are deemed to be theoretically worth nil cents. Before certain transaction costs (assuming to amount to \$100,000), a net cash balance of approximately \$1,351,750 will remain in the Company (assuming the raising of the \$1,651,750 referred to above).

In our opinion, it is possible that the Syndicate are paying a premium for control, however, the non associated shareholders of HJB are benefiting in that the theoretical value of an HJB share rises from nil cents (with \$50,000 of net business assets and minimal business activities) to a company with a theoretical cash backed value of approximately \$0.00481 per share.

If the recapitalisation proposal is completed the Company may be in a position to seek new funds and new businesses in the future and depending on whether it is required to comply with Chapters 1 and 2 of the ASX Listing Rules may seek re-quotation of the Company's shares on the ASX. No major fund raising or new business acquisitions have yet been identified.

6.4 Our preferred methodology is to value HJB and an HJB share on a technical net asset basis which assumes a 100% interest in the Company. Therefore no adjustment is considered necessary to the technical asset value determined under paragraph 5.4.2 as this already represents the fair value of the Company or a share in the Company on a pre Proposed Transaction control basis.
6.5 We set out below the comparison of the low, preferred and high values of an HJB share compared to the issue price for the Subscription Shares.

	Para.	Low (cents)	Preferred (cents)	High (cents)
Estimated fair value of an HJB Share	5.6	0.00	0.00	0.00
Issue price of the First and Second Placement Shares (average rate)		0.61	0.61	0.61
Excess between Subscription Price and fair value		0.61	0.61	0.61

The 0.61 cents is a blended rate of the issue of 140,000,000 First Placement Shares at 0.25 cents each and 130,000,000 Second Placement Shares at 1.0 cents each.

6.6 On a pre Proposed Transaction control basis, the value of an HJB share is nil cents per share. The recapitalisation is expected to raise \$1,651,750 post consummation of all Resolutions. Based on the preferred value of nil cents per share, a premium for control is being paid by the Syndicate.
6.7 We note that the Syndicate does not have Board control of HJB, and has a nil interest in HJB at the date of this report.

7. Fairness of the Proposals

7.1 The concept of "fairness" is to be taken to be the value of the offer price, or the consideration being equal to or greater than the value of the securities in the above mentioned offer. As noted above the HJB shares that are proposed to be issued to the Syndicate, (the subject of Resolution 5) are deemed to be theoretically worth nil cents. Assuming a 20% premium for control, the deemed theoretical value is still nil.
7.2 If the recapitalisation proposal is completed, the theoretical value of an HJB share increases to approximately \$0.00499 before the potential exercise of any options. The theoretical value of a HJB share post recapitalisation from a non associated shareholder's perspective, based on the estimated net assets of \$1,401,750 is \$0.00499 (prior to the potential exercise of any options) which is in excess of the theoretical value pre recapitalisation of nil cents per share. Based on a fully diluted basis (after the exercise of the 70,000,000 First Placement Options and the 40,500,000 Management Options to the Syndicate at 1 cent per option each), the potential cash on hand increases by \$1,105,000, the net assets increase to \$2,506,750, and the theoretical value of a HJB share increases from nil to \$0.00640 based on the potential shares on issue of 397,376,656 shares. The theoretical value of a HJB share post recapitalisation from a non associated shareholder's perspective on a fully diluted basis, based on the estimated net assets of \$2,506,750 is \$0.00640 which is in excess of the theoretical value pre recapitalisation of nil cents per share.
7.3 In arriving at our conclusion on fairness, we considered whether the transaction is "fair" by comparing:
(a) the fair market value of an HJB share pre-transaction on a control basis; versus
(b) the fair market value of an HJB share post-transaction on a minority basis, taking into account the additional cash raised and the associated dilution resulting from the issue of new shares under the transaction.
7.4 The low, preferred and high values of an HJB share pre the Proposed Transactions on a control basis is:

Estimated fair value of an HJB	Para.	Low (cents)	Preferred (cents)	High (cents)
Share	5.6	nil	nil	nil

7.5 The preferred fair market value of a HJB share has been estimated at nil cents on a pre Proposed Transaction control basis. The Syndicate Subscription yields to an adjusted value of 0.00499 cents per HJB share (refer below). As the preferred fair market value of an HJB share is greater on a post transaction basis, the proposed Syndicate Subscription is considered to be fair to the non associated shareholders.
7.6 We set out below the range of estimated technical net asset values of HJB based on the Pro-forma Balance Sheet as detailed in paragraph 2.8 (after adjusting for the following transactions):

Option Issue Placement of Shares at approximately \$0.0025 each Placement of Shares at approximately \$0.01 each		\$1,750 \$350,000 \$1,300,000
	\$
HJB Business Asset (see paragraph 3.3
above)	50,000
Cash (after paying \$200,000 to creditors trust)	1,451,750
Other current assets	-
Other current liabilities	(100,000)
Total net assets	1,401,750

Number of shares on issue	286,876,656
Net asset value per share	\$0.00499
Minority interest discount	16.67%
Minority value per share	\$0.00416

Issue Price (Blended Rate) (see
paragraph 6.5 above)	\$0.0061

7.7 In order to reflect the minority interest value we have applied a minority interest discount to the technical net asset value. The minority interest discount has been calculated as the inverse of the premium for control of 20% as discussed in paragraph 6.2.
7.8 As noted above the fair market value of an HJB share Post-Transaction on a minority basis, taking into account the additional cash raised and the associated dilution resulting from the issue of new shares under the transaction has a preferred fair value of approximately \$0.00416.
7.9 We set out below a comparison of:
(a) the fair market value of an HJB share pre-transaction on a control basis; versus
(b) the fair market value of an HJB share post-transaction on a minority basis, taking into account the additional cash raised and the associated dilution resulting from the issue of new shares under the transaction.

	Para.	Low (\$)	Preferred (\$)	High (\$)
Estimated fair value of a HJB Share Pre Transaction on a
control basis Estimated fair value of a HJB Share Post Transaction on a	5.6	nil	nil	nil
minority basis	7.6	0.00416	0.00416	0.00416
Excess/(shortfall) between Pre transaction Price and Post
transaction Price		0.00416	0.00416	0.00416

Using the preferred net asset fair values, the estimated fair value of a HJB share Pre Transaction on a control basis is less than the estimated fair value of a HJB share Post Transaction on a minority basis and on this basis the Syndicate Subscription is considered fair to the non associated shareholders of HJB.

7.10 Conclusion as to fairness

After taking into account the matters referred to in 7 above and elsewhere in this report, we are of the opinion that the proposals as outlined in Resolution 5 (and Resolutions 6, 7, 8 and 9 for related parties Hill, Everett, Pollak and Chenoweth respectively) are on balance fair to the non-associated shareholders of HJB as at the date of this report.

8. Reasonableness of the Proposals

Advantages

8.1 The passing and consummation of Resolution 5 (collectively Resolutions 6, 7, 8 and 9) in conjunction with the completion of the recapitalisation process would result in a net cash injection of approximately \$1,351,750 (assuming the capital raising of the \$1,651,750 referred to above and payment of \$100,00 in creditors and \$200,000 to the creditor's trust) into the Company and having a company with minimal or no liabilities, compared with the current position whereby the Company has net assets of approximately \$nil.
8.2 If the proposals per Resolution 5 (and collectively Resolutions 6, 7, 8 and 9) are consummated along with the completion of the recapitalisation process, the net cash asset backing of an HJB share rises from nil cents to approximately \$0.00499 (assumes \$1,651,750 worth of shares and options are issued).
8.3 If Resolution 5 (and collectively Resolutions 6, 7, 8 and 9) are passed together with the completion of the recapitalisation process (and other Resolutions not reported upon in this Report), the Company's chances to seek re-quotation of its shares on the ASX are enhanced in that without the recapitalisation, it is likely that the Company would be dissolved and struck off. By obtaining re-quotation of the Company's shares, the existing shareholders are offered liquidity to sell their shares on the ASX.
8.4 The proposed directors bring expertise to the Company in that Messer's Hill, Everett, Pollak and Chenoweth have financial, accounting, marketing and corporate experience and/or experience as directors or managers of public listed companies or other trading entities. The Explanatory Statement discloses the background of the proposed directors.

Disadvantages

8.5 A significant shareholding in the Company is being given to the Syndicate, and in particular Messer's Hill, Everett, Pollak and Chenoweth and the other members of the Syndicate in general combined would own approximately 73.26% of the expanded issued capital of the Company However, we note that HJB will be partly recapitalised with approximately \$1,351,750 in net cash (assuming the \$1,651,750 capital raising and payment of \$100,000 in creditors and \$200,000 to the creditor's trust), will have no debt and will have the opportunity to grow the existing business and consider the acquisition of other assets or businesses. The existing shareholders are diluted to approximately 4.25%. It is assumed that all Syndicate investors will obtain a benefit particularly if the Company's shares can re re-quoted on ASX.
8.6 HJB would only have approximately net cash of \$1,351,750 (assuming the raising of \$1,651,750 as noted above and payment of \$100,00 of creditors and \$200,000 to the creditors trust) after the consummation of the recapitalisation process is complete. Further fundraisings may be required to be undertaken in the future. If further shares are issued, the percentage share holding of the existing shareholders of HJB may be diluted down even further. However as noted above, the shares in HJB prior to the recapitalisation process is considered to be of nil value with the possibility of the Company being placed into liquidation.
8.7 If the Company seeks new business opportunities, there is no guarantee that such businesses will be profitable. Refer to the Letter to Shareholders accompanying the Notice on the proposed expenditure post the recapitalisation process.

Other

8.8 The 70,000,000 First Placement Options, if exercised, would result in a further inflow of funds to HBJ of \$700,000. The exercise price of the 70,000,000 First Placement Options is 1 cent each. The trading price of a HJB share (after re-quotation of the Company's shares on the ASX that is dependent upon completion of the recapitalisation process) at the date of exercise of the share options could be in excess of 1 cent before option holders exercised the share options.
8.9 The 70,000,000 First Placement Options to be issued for a total of \$1,750 have been valued using the Black Scholes option valuation methodology with the key assumptions of an exercise price of 1.0 cents, a share price of 1.0 cents, an interest rate of 3.29%, an issue date of 1 April 2014 and a volatility factor of 75%. The value ascribed is 0.53 cents per share option for a total value of approximately \$369,257, but against which a discount of 25% is applied for the unlisted status of the options to an adjusted value of \$276,943.
8.10 The 40,500,000 Management Options to be issued for a total of \$Nil have been valued using the Black Scholes option valuation methodology.

The first 20,250,000 Management Options with the key assumptions per option of an exercise price of 1.0 cent, a share price of 1.0 cent, vesting only after the value of a HJB share has been trading above 2.0 cents using a 20 day VWAP, an expiry date of 3 years of the grant date, an interest rate of 4.25%, an assumed issue date of 1 April 2014 and a volatility factor of 75%. The value ascribed is 0.51 cents per share option for a total value of approximately \$102,493, but against which a discount of 50% is applied for the uncertainty that the options will vest to an adjusted value of \$51,246.

The remaining 20,250,000 Management Options with the key assumptions per option of an exercise price of 1.0 cent, a share price of 1.0 cent, vesting only after the value of a HJB share has been trading above 3.0 cents using a 20 day VWAP, an expiry date of 5 years of the grant date, an interest rate of 3.29%, an assumed issue date of 1 April 2014 and a volatility factor of 75%. The value ascribed is 0.63 cents per share option for a total value of approximately \$127,768, but against which a discount of 75% is applied for the uncertainty that the options will vest to an adjusted value of \$31,942.

9. Conclusion as to Reasonableness

9.1 After taking into account the matters referred to in 8 above and elsewhere in this report, we are of the opinion that the proposals as outlined in Resolution 5 (and collectively Resolutions 6, 7, 8 and 9) are on balance reasonable to the nonassociated shareholders of HJB as at the date of this report.

10. Sources of Information

10.1 In making our assessment as to whether the proposals pursuant to Resolutions 5 to 9 are fair and reasonable, we have reviewed relevant published available information and other unpublished information of HJB which is relevant in the current circumstances. In addition, we have held discussions with Michael Pollak, a Syndicate member and proposed director of HJB, and Jonathan Pager, a party associated with the Promoter about the present state of affairs of HJB. Statements and opinions contained in this report are given in good faith, but in the preparation of this report, we have relied in part on information provided by the proposed director and the representative of the Promoter and publicly filed information on the financial position of the Company lodged via the ASX website.

10.2 Information we have received includes, but is not limited to:
drafts of the April 2014 Notice of General Meeting of Shareholders of HJB (and draft of the ESS attached);
discussions with a proposed director and a representative of the Promoter;
shareholding details of HJB;
announcements, if any, made by HJB to the ASX to 28 April 2014;
the reviewed financial report of HJB for the 6 months ended 31 December 2012; and
the Creditors Trust Deed of 26 November 2013.
10.3 Our report includes Appendix A and Financial Services Guide, attached to this report.

Yours faithfully

STANTONS INTERNATIONAL SECURITIES PTY LTD (Trading as Stantons International Securities)

Martin Michalik Director

APPENDIX A

AUTHOR INDEPENDENCE

This annexure forms part of and should be read in conjunction with the report of Stantons International Securities Pty Ltd trading as Stantons International Securities dated 28 April 2014, relating to Resolutions 5, 6, 7, 8 and 9 outlined in the Notice of Meeting of Shareholders and the accompanying ES to be distributed to shareholders of HJB in or around May 2014.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposals. There are no relationships with HJB other than acting as an independent expert for the purposes of this report. There are no existing relationships between Stantons International Securities and the parties participating in the transactions detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated not to exceed \$8,500 (excluding GST). The fee is payable regardless of the outcome. With the exception of that fee, neither Stantons International Securities nor Martin Michalik or John P Van Dieren have received nor will or may they receive any pecuniary or other benefits, whether directly or indirectly for or in connection with the making of this report. Stantons International Audit and Consulting Pty Ltd, the holding company of Stantons International Securities Pty Ltd, has been requested to become the auditor of HJB pending shareholder ratification at the forthcoming general meeting. The outcome of this report is in no way linked to our proposed appointment as auditors of the company. Stantons International Securities and Stantons International Audit and Consulting Pty Ltd or any directors of Stantons International Securities and Stantons International Audit and Consulting Pty Ltd do not hold any securities in HJB. There are no pecuniary or other interests of Stantons International Securities that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stantons International Securities, Martin Michalik and John Van Dieren have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice. Stantons International Securities has prepared other independent expert reports for parties associated with the Promoter or its Nominees.

QUALIFICATIONS

We advise Stantons International Securities is the holder of an Investment Advisers Licence (No 448697) under the Corporations Act relating to advice and reporting on mergers, takeovers and acquisitions involving securities. A number of the directors of Stantons International Audit and Consulting Pty Ltd are the directors and authorised representatives of Stantons International Securities. Stantons International Securities and Stantons International Audit and Consulting Pty Ltd (trading as Stantons International) have extensive experience in providing advice pertaining to mergers, acquisitions and strategic and financial planning for both listed and unlisted companies and businesses.

Mr Martin Michalik CA and John Van Dieren (FCA) the persons responsible for the preparation of this report, has extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuations and financial aspects thereof, including the fairness and reasonableness of the consideration offered. The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report, have qualifications and experience appropriate to the tasks they have performed.

DECLARATION

This report has been prepared at the request of the proposed Directors and the Promoter in order to assist the shareholders of HJB to assess the merits of the proposals (Resolution 5, 6, 7, 8 and 9) to which this report relates. This report has been prepared for the benefit of the HJB shareholders and those persons only who are entitled to receive a copy for the purposes of Section 611 (Item 7) of the Corporations Act 2001 and does not provide a general expression of Stantons International Securities opinion as to the longer term value of HJB. Stantons International Securities does not imply, and it should not be construed, that it has carried out any form of audit on the accounting or other records of HJB or any of its subsidiaries. Neither the whole, nor any part of this report, nor any reference thereto may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stantons International Securities to the form and context in which it appears.

DUE CARE AND DILEGENCE

This report has been prepared by Stantons International Securities with due care and diligence. The report is to assist shareholders in determining the fairness and reasonableness of the proposal set out in Resolutions 5, 6, 7, 8 and 9 to the Notice and each individual shareholder may make up their own opinion as to whether to vote for or against Resolutions 5, 6, 7, 8 and 9.

DECLARATION AND INDEMNITY

Recognising that Stantons International Securities may rely on information provided by the Promoter (represented by Jonathan pager of Pager Partners), its officers and other parties (save whether it would not be reasonable to rely on the information having regard to Stantons International Securities experience and qualifications), the Promoter has agreed:

(a) to make no claim by it or its officers against Stantons International Securities (and Stantons International Audit and Consulting Pty Ltd) to recover any loss or damage which HJB may suffer as a result of reasonable reliance by Stantons International Securities on the information provided by the Promoter and HJB's Deed Administrators; and
(b) to indemnify Stantons International Securities (and Stantons International Audit and Consulting Pty Ltd) against any claim arising (wholly or in part) from the Promoter or any of its officers and HJB providing Stantons International Securities any false or misleading information or in the failure of the Promoter, HJB and their officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stantons International Securities.

A draft of this report was presented to the proposed Directors and the Promoter for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not alter.

PO Box 1908 West Perth WA 6872 Australia

Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

ABN: 42 128 908 289 AFS Licence No: 448697 www.stantons.com.au

FINANCIAL SERVICES GUIDE FOR STANTONS INTERNATIONAL SECURITIES PTY LTD (Trading as Stantons International Securities) Dated 28 April 2014

1. Stantons International Securities Pty Ltd (ABN 42 128 908 289 and AFSL Licence No 448697) ("SIS" or "we" or "us" or "ours" as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.
1. Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client a Financial Services Guide ("FSG"). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

who we are and how we can be contacted;
the services we are authorised to provide under our Australian Financial Services Licence, Licence No: 448697;
remuneration that we and/or our staff and any associated entities receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our complaints handling procedures and how you may access them.
1. Financial services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide financial product advice in relation to:

Securities (such as shares, options and notes)

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report.

General Financial Product Advice

In our report we provide general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

5. Benefits that we may receive

We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis.

Except for the fees referred to above, neither SIS, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

6. Remuneration or other benefits received by our employees

SIS has no employees and Stantons International Audit and Consulting Pty Ltd charges a fee to SIS. All Stantons International Audit and Consulting Pty Ltd employees receive a salary. Stantons International Audit and Consulting Pty Ltd employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Associations and relationships

SIS is ultimately a wholly owned subsidiary of Stantons International Audit and Consulting Pty Ltd a professional advisory and accounting practice. From time to time, SIS and Stantons International Audit and Consulting Pty Ltd (trading as Stantons International) and/or their related entities may provide professional services, including audit, accounting and financial advisory services, to financial product issuers in the ordinary course of its business.

1. Complaints resolution
9.1 Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to:

The Complaints Officer Stantons International Securities Level 2 1 Walker Avenue WEST PERTH WA 6005

Telephone: 08 9481 3188 Facsimile: 09 9321 1204

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaints within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

9.2 Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service Limited ("FOSL"). FOSL is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about FOSL are available at the FOSL website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service Limited PO Box 3 MELBOURNE VIC 8007

Toll Free: 1300 78 08 08 Facsimile: (03) 9613 6399 ANNEXURE B – NOMINATION OF AUDITOR

AI assistant

JANISON EDUCATION GROUP LIMITED — Proxy Solicitation & Information Statement 2014

65153_rns_2014-05-22_dde3811d-4874-41fd-9ac5-663a7bb37314.pdf

Hamilton James & Bruce Group Limited (Subject to Deed of Company Arrangement)

ACN 091 302 975 NOTICE OF MEETING EXPLANATORY STATEMENT PROXY FORM

CONTENTS PAGE

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

LETTER TO SHAREHOLDERS

Dear Shareholder

Terms of the Proposal (and executed DOCA)

Conditions of the Proposal

Terms of the Cash Consideration

Pro-forma capital structure

Table 1 – Proposed Capital Structure

Notes:

Use of funds

Table 2 – Breakdown of use of funds

Reinstatement to Official Quotation

Summary

NOTICE OF MEETING

RESOLUTIONS

1. RESOLUTION 1 – CONSOLIDATION OF CAPITAL

2. RESOLUTION 2 – ISSUE OF SECURITIES PURSUANT TO FIRST PLACEMENT

3. RESOLUTION 3 – ISSUE OF SECOND PLACEMENT SHARES

4. RESOLUTION 4 – APPROVAL OF FUTURE ISSUE OF 40,500,000 MANAGEMENT OPTIONS

5. RESOLUTION 5 – ACQUISITION OF A RELEVANT INTEREST

6. RESOLUTION 6 – RELATED PARTY APPROVAL – MICHAEL (MIKE) HILL

7. RESOLUTION 7 – RELATED PARTY APPROVAL – MICHAEL EVERETT

8. RESOLUTION 8 – RELATED PARTY APPROVAL – MICHAEL POLLAK

9. RESOLUTION 9 – RELATED PARTY APPROVAL – BRETT CHENOWETH

10. RESOLUTION 10 – ELECTION OF MR MICHAEL (MIKE) HILL AS A DIRECTOR

11. RESOLUTION 11 – ELECTION OF MR MICHAEL EVERETT AS A DIRECTOR

12. RESOLUTION 12 – ELECTION OF MR MICHAEL POLLAK AS A DIRECTOR

13. RESOLUTION 13 – ELECTION OF MR BRETT CHENOWETH AS A DIRECTOR

14. RESOLUTION 14 – ADOPTION OF OPTION PLAN

Part D: Adoption of New Constitution, change of Company name and appointment of new auditor

15. RESOLUTION 15 – REPEAL AND ADOPTION OF A CONSTITUTION

16. RESOLUTION 16 – CHANGE OF COMPANY NAME

17. RESOLUTION 17 – REMOVAL OF AUDITOR

18. RESOLUTION 18 – APPOINTMENT OF AUDITOR

EXPLANATORY STATEMENT

RESOLUTION 1 – CONSOLIDATION OF CAPITAL

General

Legal Requirements

Fractitional entitlements

Taxation

Holding statements

Effect on capital structure

Indicative timetable

RESOLUTION 2 – ISSUE OF SECURITIES PURSUANT TO FIRST PLACEMENT

General

Information required by ASX Listing Rule 7.1

RESOLUTION 3 – ISSUE OF SECOND PLACEMENT SHARES

General

Information required by ASX Listing Rule 7.1

RESOLUTION 4 – APPROVAL OF FUTURE ISSUE OF 40,500,000 MANAGEMENT OPTIONS

Julian Knights

Jonathan Pager

Andrew Gray

Charbel Nader

Information Required by ASX Listing Rule 7.3

RESOLUTION 5 – ACQUISITION OF A RELEVANT INTEREST

Syndicate

Information Required pursuant to Chapter 6 of the Corporations Act

Why is approval under the exception in item 7 of section 611 of the Corporations Act needed?

Relevant interests, voting power and proposed capital structure of the Company

Table 4 – Proposed Voting Power of the Syndicate

Notes:

Intentions of the Syndicate (or their nominees)

Advantages, disadvantages and risks of the Proposal

Independent Expert's Report

Shareholders are urged to carefully read the IER before deciding how to vote on Resolution 5.

Deed Administrator's Recommendation

Professional Advice

RESOLUTIONS 6, 7, 8 AND 9 – RELATED PARTY APPROVALS

JANISON EDUCATION GROUP LIMITED Proxy Solicitation & Information Statement 2014