JOYCE CORPORATION LTD — AGM Information 2011

Nov 28, 2011

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Chairman's AGM Address to Shareholders

Welcome to our new venue at this Joyce's 125[th] Year in Business, we thought we would try a venue with better access and easier parking availability as well as some cost benefits for shareholders.

We are pleased to see a return to sustainable profits in 2011. The company was challenged with some hard decisions last year with Director's deciding at the end of 2010 to focus on Franchising as our core businesses.

I would like to take the opportunity to review major highlights for this past year;

• The Settlement of the sales of the Queensland - Brendale Industrial Property in late September 2010, for over $7 Million, allowed us to reduce debt to very conservative levels.

• A fully subscribed Capital Raising by way of a Convertible Notes Issue raised $2.18M. The purpose of the issue was to underpin what is already a conservative balance sheet which would also enable and underpin future proactive growth.

• The cessation of all legal disputes, and the beginning of a growth strategy spurred on by multi-franchisee owned stores.

The company has and will continue to focus on maximising the future earnings of the group. With a low conservative net bank debt at 30 June 2011 to total equity of 25.5%, excluding convertible notes, we can proactively look to the future and take advantage of opportunities as they present themselves.

The first anniversary of the Convertible Notes has now occurred and we have received a very pleasing level of 99.8% acceptances from first tranche holders. The conversions are carried out at 30 cents per share. There are a further three tranches and we anticipate a high conversion rate from these as well, with 66% of the second tranche already being applied for.

Should all CN's convert, our Net Debt to Shareholders Funds would be a conservative 22.7%. Our net assets were 0. 87 cents per share and this is expected to remain near this figure post conversion.

I would commend the group's prospects to those in the next tranches, remembering that the 30 cent conversion price only applies to the first anniversary, subsequent conversions will be subject to the share trading price on a weighted average basis.

14 Collingwood Street, Osborne Park, Western Australia 6017 Telephone (08) 9445 1055 Facsimile (08) 9445 1011

I would like to touch upon our current Remuneration policy. Director's decided to reduce their remuneration voluntarily. This was generally by around 10%, as a proactive demonstration to shareholders and staff. This began in April 2009. I am pleased to say that we have agreed to maintain this reduction until at least 31 December 2011.

The company seeks external advice from independent remuneration specialists to assist in formulating key Executive remuneration. Many executives have a significant portion of their salary at “ risk”, pending achieving key performance criteria in particular group profit objectives for the year.

The Executive Director, based on the current remuneration has up to 44% at Risk. It will remain our policy to adequately remunerate all staff responsibly considering our industry and the current market conditions, we recognise our staff are our main asset.

We have declared and paid on the 18[th] November 2011 a Final unfranked Dividend of 2 cents per share. We also paid 2 cents a share unfranked dividend in the interim period. In total for this year a 4 cents a share Dividend was paid out to shareholders.

Our policy is to continue to pay dividends in the future out of available cashflow profits of up to 60% of our operating profits, subject to our ongoing cashflow requirements.

Finally, we are looking forward to a credible profit outcome this year with good prospects, however the prevailing economic challenges world-wide and domestically makes it impossible to provide a specific forecast at this time. Accordingly, dividends will be determined as the results emerge.

Just before I hand over to Anthony our Executive Director, for his review of the year, I would like to take a final opportunity to thank all our stakeholders for their continued support.

Thank You.

Dan Smetana Chairman