JOYCE CORPORATION LTD — AGM Information 2011

Oct 30, 2011

JOYCE CORPORATION LTD ABN 80 009 116 269 NOTICE OF ANNUAL GENERAL MEETING

and EXPLANATORY MEMORANDUM

and

PROXY FORM

TIME : 10:30 am (WST) DATE : 29 November, 2011 PLACE : Royal Freshwater Bay Yacht Club Athol Hobbs Room Hobb’s Place Peppermint Grove 6011 Perth WA

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8 9445 1055).

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	10
Proxy Form	11
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:30am (WST) on 29 November 2011 at:

Royal Freshwater Bay Yacht Club Athol Hobbs Room Hobb’s Place Peppermint Grove 6011 Perth WA

YOUR VOTE IS IMPORTANT

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

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the annual general meeting of Shareholders will be held at 10:30am (WST) on 29 November 2011 at Royal Freshwater Bay Yacht Club, Athol Hobbs Room, Hobb’s Place, Peppermint Grove 6011, Perth W.A.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 10.30am (WST) on 27 November 2011.

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

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2011.”

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (c) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the Resolution; and

• (d) the vote is not cast on behalf of a person described in sub-paragraph (a) or (b) above.

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2. RESOLUTION 2 – RE-ELECTION OF MR D A SMETANA

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

“That, for the purpose of clause 9.1 of the Constitution and for all other purposes, Mr D A Smetana, a Director retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF MR M A GURRY

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

“That, for the purpose of clause 9.1 of the Constitution and for all other purposes, Mr M A Gurry, a Director, retires by rotation, and being eligible, is reelected as a Director.”

DATED: 26 OCTOBER 2011

BY ORDER OF THE BOARD

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KEITH GRAY COMPANY SECRETARY

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VOTING IN PERSON

To vote in person, attend the Annual 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 return by the time and in accordance with the instructions set out on the Proxy Form.

A Shareholder who is entitled to attend and cast a vote at the Meeting may appoint a proxy. A body corporate may also appoint a proxy. A proxy need not be a shareholder, and may be an individual or body corporate. If a body corporate is appointed as a proxy, it must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the Meeting.

A Shareholder may appoint up to two proxies to attend the meeting and vote on its behalf. If you wish to appoint a second proxy, an additional proxy form must be completed.

To be effective, a proxy appointment (and any power of attorney under which it is signed, or a certified copy of that authority) must be received by one of the methods below no later than 48 hours before the commencement of the Meeting. Any proxy form received after that time will not be valid for the scheduled meeting.

In person or post to: Joyce Corporation Ltd , 14 Collingwood Street, Osborne Park WA 6017

By fax: +61 8 9445 1011

Please also note that new sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that;

• If proxy holders vote, they must cast all directed proxies as directed; and

 Any directed proxies that are not voted or where the nominated proxy does not register as attending the Meeting will where a poll is demanded, automatically default to the Chair, who must vote the proxies as directed.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

The proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote as directed; and

If the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and

If the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote as directed; and

If the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as directed.

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Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that if:

• An appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company’s members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on a resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as a proxy for the purposes of voting on the resolution at the meeting.

VOTING INTENTION

The Chairman intends to vote in favour of, all resolutions on the agenda in respect of all undirected proxies, except for resolution 1 (remuneration report). Any undirected proxies held by the Chairman will not be voted on resolution 1 (remuneration report).

Accordingly, if you appoint the Chairman as your proxy, you should direct him how to vote on resolution 1 (remuneration report) if you want your shares to be voted on that item of business.

If you appoint the Chairman as your proxy and do not direct him how to vote on resolution 1 (remuneration report), he will not vote your proxy on that item of business. The same will apply with respect to voting on resolution 1 if you appoint any member of the Company’s key management personnel whose remuneration is included in the remuneration report or a Closely Related Party of such a member as your proxy and do not direct them how to vote.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10.30 am (WST) on 29 November 2011 at Royal Freshwater Bay Yacht Club, Hobb’s Place, Peppermint Grove WA 6011.

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

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is on its website at www.joycecorp.com.au

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

The Corporations Act requires that, at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors or the company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against the adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company ( Spill Resolution ).

If the Spill Resolution is passed, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company’s 2012 annual general meeting. All of the Directors who were in office when the Company’s 2012 Directors’ report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved, will be the Directors of the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2011.

The Company maintained a 10% reduction in Directors fees during the financial year and this will be continued until 31 December 2011.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

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1.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote . Where you do not direct the Chair or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or a closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR DANIEL SMETANA

Clause 9.1 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 9.1 of the Constitution is eligible for reelection.

The Company currently has four Directors and accordingly two must retire.

Mr Smetana, being one of the two Directors longest in office since his last election, retires by rotation and seeks re-election.

Mr Smetana has been Chairman of the Company since 1984. He is also the chairman of Bedshed Franchising Pty Ltd. He is a director and president of the Industrial Foundation for Accident Prevention, director of Edge Employment Solutions Inc, vice president and councillor of the WA Federation of Police and Community Youth Centres (Inc.), director of Uranium Australia Ltd, a director of St John of God Foundation and chairman of the St John of God Comprehensive Cancer Centre Fundraising Committee.

Mr Smetana has not been a director of any other listed company in the past 3 years and is not currently a director of any other listed company.

The Board, with the exception of Mr Smetana because of his interest in the outcome of this Resolution, recommends that Shareholders vote in favour of this Resolution.

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR MIKE GURRY

Clause 9.1 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

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The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 9.1 of the Constitution is eligible for re-election.

The Company currently has four Directors and accordingly two must retire.

Mr Mike Gurry, being one of two of the Directors longest in office since his last election, retires by rotation and seeks re-election.

Mr Gurry was managing director of HBF from 1995 to 2007 and prior to that he was president Asia Pacific of the DMR Group Ltd, an international consulting firm. From 1996 to 1999 he was the vice president of the Asian Association of Management Organisations. Mr Gurry is chairman of Foundation Housing Ltd, chairman of the Forest Products Commission, chairman of Reignite Pty Ltd, and a councillor of HBF Ltd and has served on numerous boards including the Australian Health Insurance Association and the Australian Information Industry Association.

Mr Gurry has not been a director of any other listed company in the past 3 years and is not currently a director of any other listed company.

The Board, with the exception of Mr Gurry because of his interest in the outcome of this Resolution, recommends that Shareholders vote in favour of this Resolution.

4. ENQUIRIES

Shareholders are requested to contact Keith Gray of the Company on (+61 8) 9445 1055 if they have any queries in respect of the matters set out in this Notice.

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GLOSSARY

Annual General Meeting or Meeting means the meeting convened by the Notice.

Board means the current board of directors of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• a) A spouse or child of the member;

• b) A child of the member’s spouse

• c) A dependent of the member or the member’s spouse;

• d) Anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• e) A company the member controls; or

• f) A person described by the Corporations Regulations 2001 (Cth).

Company means Joyce Corporation Ltd (ACN 009 116 269).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (wether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the financial year ended 30 June 2011.

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

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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PROXY FORM

APPOINTMENT OF PROXY JOYCE CORPORATION LTD ACN 009 116 269

ANNUAL GENERAL MEETING

I/We of being a member of Joyce Corporation Ltd entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 10:30am (WST), on 29 November, 2011 at Royal Freshwater Bay Yacht Club, Athol Hobbs Room, Hobb’s Place, Peppermint Grove 6011, Perth WA, and at any adjournment thereof.

Comment

Important for Resolution 1: If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy, in order for your vote to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1

OR

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of remuneration report Resolution 2 – Re-election of Director – Dan Smetana Resolution 3 – Re-election of Director – Mike Gurry

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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JOYCE CORPORATION LTD ACN 009 116 269

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Joyce Corporation Ltd , 14 Collingwood Street, Osborne Park WA 6017 ; or

• (b) facsimile to the Company on facsimile number +61 8 9445 1011

so that it is received not later than 10:30am (WST) on 27 November 2011.

Proxy forms received later than this time will be invalid.

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