LASERBOND LIMITED

ACN 057 636 692

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00 am (EST) DATE : Thursday 15[th] November 2012 PLACE: The offices of Laserbond Limited Unit 2, 57 Anderson Road SMEATON GRANGE NSW 2567

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 2) 4631 4500.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	15

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Meeting of the Shareholders to which this Notice of Meeting relates will be held on Thursday, 15[th] November 2012 at:

The offices of Laserbond Limited Unit 2, 57 Anderson Road SMEATON GRANGE NSW 2567

The Annual General Meeting of Shareholders will be held at 10.00am.

YOUR VOTE IS IMPORTANT

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

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:

(a) post or hand to Laserbond Limited, 2 / 57 Anderson Road, Smeaton Grange NSW 2567; or

(b) facsimile to the Company on facsimile number (+61 2) 4631 4555,

so that it is received not later than 10.00am (EST) on Tuesday, 13[th] November 2012.

Proxy Forms received later than this time will be invalid.

NOT ICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 10.00am (EST) on 15[th] November 2012 at the offices of Laserbond Limited at Unit 2, 57 Anderson Road, Smeaton Grange NSW 2567.

The Explanatory Statement to this Notice of Meeting 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 of the Company as at 10.00am (EST) on Tuesday, 13[th] November 2012.

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

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of Directors, the Directors’ report, the remuneration report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a nonbinding 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 2012.”

3. RESOLUTION 2 – RE-ELECTION OF EXECUTIVE DIRECTOR – MR GREGORY HOOPER

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

“That, for the purposes of clause 13.2 of the Constitution and for all other purposes, Mr Gregory Hooper, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – ELECTION OF NON-EXECUTIVE DIRECTOR – MR PHILIP SURIANO

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 13.4 of the Constitution and for all other purposes, Mr Philip Suriano, a Director who was appointed on 6 May 2008, retires, and being eligible, is re-elected as a Director.”

5. RESOLUTION 4 – ELECTION OF NON-EXECUTIVE DIRECTOR – MR TIMOTHY MCCAULEY

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 13.4 of the Constitution and for all other purposes, Mr Timothy McCauley, a Director who was appointed on 28 August 2007, retires, and being eligible, is reelected as a Director.”

6. RESOLUTION 5 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED BY WAY OF PLACEMENT IN THE LAST TWELVE MONTHS

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

“That, for the purpose of ASX Listing Rule 7.4, approval is given to the issue of 9,100,000 fullypaid ordinary shares in the Company made by way of placement.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person (and any associates of such a person) who participated in the issue of shares.

However, the company will not disregard a vote if:

a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
b) it is cast by the Chairman 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 6 – RATIFICATION OF FULLY-PAID ORDINARY SHARES ISSUED UPON CONVERSION OF UNSECURED CONVERTIBLE NOTES IN THE LAST TWELVE MONTHS

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

“That, for the purpose of ASX Listing Rule 7.4, approval is given to the issue of 1,600,000 fully-paid ordinary shares in the Company made upon conversion of unsecured convertible notes.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person (and any associates of such a person) who participated in the issue

However, the company will not disregard a vote if:

a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
b) it is cast by the Chairman 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 7 – RATIFICATION OF FULLY-PAID ORDINARY SHARES ISSUED THROUGH THE EMPLOYEE SHARE PLAN IN THE LAST TWELVE MONTHS

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

“That, for the purpose of ASX Listing Rule 7.4, approval is given to the issue of 104,764 fullypaid ordinary shares in the Company made through the employee share plan scheme”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person (and any associates of such a person) who participated in the issue.

However, the company will not disregard a vote if:

a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
b) it is cast by the Chairman 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 8 – APPROVAL OF AN ADDITIONAL PLACEMENT CAPACITY TO ISSUE SECURITIES EQUIVALENT TO AN ADDITIONAL 10%

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

“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, approval is given to the Company to allow the issue of equity securities up to 10% of the issued capital of the company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the explanatory memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if this resolution is passed (and any associates of such a person).

However, the company will not disregard a vote if:

a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
b) it is cast by the Chairman 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 9 – APPROVAL OF THE ISSUE OF SECURITIES UNDER AN EMPLOYEE INCENTIVE SCHEME AS AN EXCEPTION TO ASX LISTING RULES 7.1 AND 7.1A

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

“That, for the purpose of ASX Listing Rule 7.2, approval is given to the Company to allow the issue of securities under an employee incentive scheme to be exempt from ASX Listing Rules 7.1 and 7.1A for three years from the date of this approval.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by

a) a director of the entity except one who is ineligible to participate in any employee incentive scheme related to the entity.
b) and an associate of that person (or those persons)

However, the company will not disregard a vote if:

a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
b) it is cast by the Chairman 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.

11. RESOLUTION 10 – APPOINTMENT OF LACHLAN NIELSON PARTNERS AS AUDITORS

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

“That, for the purpose of Section 327B (1) (b) of the Corporations Act, Lachlan Nielson Partners Pty Ltd being qualified and having consented in writing to act, be appointed as auditors of the Company.”

DATED: 15 OCTOBER 2012

BY ORDER OF THE BOARD

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MATTHEW TWIST LASERBOND LIMITED COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting 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.

E XPLANATORY 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 of Shareholders to be held at 10.00 am (EST) on 15[th] November 2012 at the offices of Laserbond Limited, Unit 2, 57 Anderson Road, Smeaton Grange NSW 2565.

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.

1. IMPORTANT INFORMATION RELATED TO UNDIRECTED PROXIES

If a Shareholder appoints the Chairman of the meeting as their Proxy and does not specify how the Chairman is to vote on a resolution, except as expressly stated, the Chairman advises that he intends to vote each proxy, as proxy for that Shareholder, in favour of the resolution.

In particular, if you elect the Chairman to vote on your behalf as proxy holder and you do not give directions about how your vote should be cast, then your proxy will automatically become a directed proxy in favour of the resolution to adopt the Remuneration Report.

2. 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 2012 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company’s annual financial report on its website at www.laserbond.com.au.

3. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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, the Corporations Act expressly provides that the vote on such a resolution is advisory only and does not bind the Directors or the Company. Votes will not be cast by those members listed within the remuneration report or a closely related party of such member unless a Proxy appointing the member by writing directs them to do so and said Proxy is not cast by a member listed on the remuneration report or a closely related party

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 2012.

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

4. RESOLUTION 2 – RE-ELECTION OF EXECUTIVE DIRECTOR – MR GREGORY HOOPER

Clause 13.2 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, 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.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

Mr Greg Hooper retires by rotation and seeks re-election.

5. RESOLUTION 3 – ELECTION OF NON-EXECUTIVE DIRECTOR – MR PHILIP SURIANO

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Philip Suriano will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election.

6. RESOLUTION 4 – ELECTION OF NON-EXECUTIVE DIRECTOR – MR TIMOTHY MCCAULEY

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Timothy McCauley will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election.

7. RESOLUTION 5 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED BY WAY OF PLACEMENT IN THE LAST TWELVE MONTHS

In May 2012, the Company raised capital by way of a share placement.

ASX Listing Rule 7.1 prohibits a listed company from issuing securities representing more than 15% of its issued in capital in any twelve month period without obtaining shareholder approval (subject to certain exceptions).

Under ASX Listing Rule 7.4, an issue of securities made without the approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and shareholders subsequently approve the issue. A company can seek approval by shareholders of issues that have been made without approval within the twelve month period. The effect of such approval is that the issue of securities is deemed to have been made as if shareholder approval had been obtained, thus not counting towards the 15% limit.

This resolution seeks the approval by shareholders of the shares issued by way of placement. If the resolution is approved then those shares will be deemed to have been issued pursuant to shareholder approval and will therefore not be counted in determining the Company’s 15% placement capacity.

The following information is provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.5:

a) the total number of securities issued was 9,100,000.
b) the shares were issued at price of $0.23 per share.
c) the shares were issued as fully-paid ordinary shares and rank equally with existing shares on issue.
d) the shares were issued to sophisticated or professional investors who were not related parties to the company or any of its subsidiaries.
e) The funds will be used for further growth initiatives, in particular acquisitions to extend the entities reach throughout Australia.
f) a voting exclusion statement is included in the notice.

8. RESOLUTION 6 – RATIFICATION OF FULLY-PAID ORDINARY SHARES ISSUED UPON CONVERSION OF UNSECURED CONVERTIBLE NOTES IN THE LAST TWELVE MONTHS

In April 2010 when the Company’s shares were trading on market at close to 7 cents per share, unsecured convertible notes were issued to provide additional working capital for the group. The repayment date of the notes was 30 June 2012. All note holders elected to convert to fully-paid ordinary shares in accordance with the unsecured convertible notes agreements.

This resolution seeks the ratification by shareholders of the shares issued upon conversion of the unsecured convertible notes. If the resolution is approved then those shares will be deemed to have been issued pursuant to shareholder approval and will therefore not be counted in determining the Company’s 15% placement capacity.

The following information is provided to shareholders for the purposes of obtaining shareholder approval pursuant to ASX Listing Rule 7.5:

a) the total number of securities issued in the last twelve months was 1,600,000.
b) the shares were issued at price of $0.15 per share, as per the unsecured convertible note agreements.
c) the shares were issued as fully-paid ordinary shares and rank equally with existing shares on issue.
d) the shares were issued to sophisticated or professional investors who were not related parties to the company or any of its subsidiaries.
e) the funds raised were used to provide additional working capital at the time of issue for earn out requirements related to the acquisition of Peachey’s Engineering Pty Ltd in November 2008.
f) a voting exclusion statement is included in the Notice.
g) no convertible notes remain outstanding.

9. RESOLUTION 7 – RATIFICATION OF FULLY-PAID ORDINARY SHARES ISSUED THROUGH THE EMPLOYEE SHARE PLAN IN THE LAST TWELVE MONTHS

The Company has established an employee share plan (ESP) in order to provide an incentive for staff retention and for employees to participate in the future growth of the Company. The ESP plan is administered in accordance with the ESP rules.

The ESP was originally approved by shareholders as part of the prospectus issued 25[th] September 2007. ASX Listing Rule 7.2 Exception 9 provides shares issued through an employee incentive scheme to be exempt from ASX Listing Rule 7.1 if issued within three years from the last approval by shareholders. This resolution is seeked due to the fact shares issued under the ESP within the last twelve months do not fall under ASX Listing Rule 7.2 Exception 9 due to the three years having elapsed.

This resolution seeks the ratification by shareholders of the shares issued through the employee share plan. If the resolution is approved then those shares will be deemed to have been issued pursuant to shareholder approval and will therefore not be counted in determining the Company’s 15% placement capacity.

The following information is provided to shareholders for the purposes of obtaining shareholder approval pursuant to ASX Listing Rule 7.5:

a) the total number of securities issued in the last twelve months was 104,764.
b) the shares were issued at price of $0.21 per share in November 2011.
c) the shares are issued to eligible persons as fully-paid ordinary shares and rank equally with existing shares on issue.
d) eligibility to participate is based on an employee being a full-time employee of the Company (or any of its 100% owned subsidiaries), the employee is an Australian resident for income tax purposes and the employees has been directly employed by the Company (or any of its 100% owned subsidiaries) for at least as period of 36 continuous months in a permanent position.
e) each eligible employee will be entitled to a maximum of $1,000 of fully-paid ordinary shares annually, with the number of shares calculated based on the closing price of the Company’s on the day each issue is formally passed by the Board.
f) shares issued are vested for a period of three years from date of issue, with one third released annually on each anniversary date of the Board approved issue date. If employment is ceased for any reason any shares still currently vested and not released will be forfeited by the employee.
g) no funds were raised from the issues under the ESP.
h) a voting exclusion statement is included in the Notice.

10. RESOLUTION 8 – APPROVAL OF AN ADDITIONAL PLACEMENT CAPACITY TO ISSUE SECURITIES EQUIVALENT TO AN ADDITIONAL 10%

ASX Listing Rule 7.1 prohibits a listed company from issuing equity securities representing more than 15% of its issued in capital in any twelve month period without obtaining shareholder approval (subject to certain exceptions).

However, under ASX Listing Rule 7.1A, a company can seek approval by shareholders to allow an additional capacity to issue securities over a twelve month period.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P / ASX 300 Index and has a market capitalisation of $300 million or less. The company is an eligible entity.

This resolution seeks the approval by shareholders for the additional capacity to issue equity securities. If the resolution is approved then the Company within the twelve months after shareholder approval may issue an additional 10% equity securities calculated in accordance with the formula in ASX Listing Rule 7.1A.2 which is as follows:

(A x D) – E where

A is the number of shares on issue 12 months before the date of issue or agreement plus the number of fully paid shares issued in the last 12 months under an exception ion Listing Rule 7.2;

plus the number of partly paid shares that became fully paid in the 12 months;

plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rule 7.1 and 7.4 (This does not include an issue of fully-paid shares under the entity’s 15% placement capacity without shareholder approval);

less the number of fully-paid shares cancelled in the 12 months.

D is 10%

E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or 7.4.

The following information is provided to shareholders for the purposes of obtaining shareholder approval pursuant to ASX Listing Rule 7.3A:

a) the minimum price at which equity securities can be issued will be calculated in accordance with ASX Listing Rule 7.1A.3 which specifically states the issue price of each equity security must be no less than 75% of the volume weighted average price for equity securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:
the date on which the price at which equity securities are to be issued is agreed; or
if the equity securities are not issued within 5 trading days of the date in paragraph (a), the date on which the equity securities are issued.
b) if resolution 8 is approved by shareholders and the company issues equity securities under the 10% Placement Facility, existing shareholders voting power in the Company will be diluted as shown in the table below under point c). Their is a risk that:
The market price for the Company’s equity securities may be significantly lower on the date of the issue of the equity securities than on the date of this approval under rule 7.1A; and
The equity securities may be issued at a price that is at a discount to the market price for the Company’s equity securities on the issue date or the equity securities are issued as part of consideration for the acquisition of a new asset,.

which may have an effect on the amount of funds raised by the issue of the equity securities.

c) The below table shows examples of possible dilution of existing shareholders, on the basis of the current market price of $0.18 per share and the current number of fully-paid ordinary shares on issue of 84,726,210 as at 8[th] October 2012

Variable A as per ASX Listing Rule 7.1A2			Dilution
		$0.09 50% decrease in issue price	$0.18 issue price	$0.36 100% increase in issue price
Current Variable A 84,726,210 shares	10% Voting Dilution	8,472,621 shares	8,472,621shares	8,472,621shares
	Funds Raised	$762,536	$1,525,072	$3,050,144
50% Increase in Current Variable A 127,089,315 shares	10% Voting Dilution	12,708,931 shares	12,708,931shares	12,708,931 shares
	Funds Raised	$1,143,804	$2,287,608	$4,575,215
100% Increase in Current Variable A 169,452,420 shares	10% Voting Dilution	16,945,242 shares	16,945,242 shares	16,945,242 shares
	Funds Raised	$1,525,072	$3,050,144	$6,100,287

This table has been prepared on the following assumptions:

The Company issues the maximum number of equity securities available under the 10% Placement Facility.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the 10% Placement Facility, based on that shareholder’s holding at the date of the Meeting.
The table shows only the effect of issues of equity securities under ASX Listing Rule 7.1A, not under the 15% Placement Capacity under ASX Listing Rule 7.1.
d) shareholder approval of the additional 10% as per ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained. This approval will cease on the earlier to occur of:
the date that is 12 months after the date of the annual general meeting at which the approval is gained; or
the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 ( a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
e) the Company may seek to issue the equity securities for the following purposes:
non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
cash consideration. As disclosed in recent ASX announcements and reports, the company is actively pursuing further growth opportunities, in particular acquisitions to extend the company’s reach into South Australia and / or Western Australia. Any funds raised using this additional 10% capacity may be used to fund acquisitions or investments necessary (including expenses associated with such acquisitions or investments) to grow the business and / or additional working capital to fund growth opportunities.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A (4) and 3.10.5A upon issue of any equity securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility.

The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to the factors including, but not limited to, the following:

the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
The effect of the issue of the equity securities on the control of the Company;
the financial situation and solvency of the Company; and
advice from corporate, financial and broker advisers (if applicable).

The allottees under this facility have not been determined as at the date of this notice but may include new or existing shareholders who are not related parties or associates of a related party of the company

Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

f) the Company has not previously obtained approval under ASX Listing Rule 7.1A.
g) a voting exclusion statement is included in the Notice.
RESOLUTION 9 – APPROVAL OF THE ISSUE OF SECURITIES UNDER AN EMPLOYEE INCENTIVE SCHEME AS AN EXCEPTION TO ASX LISTING RULES 7.1 AND 7.1A

As detailed under Resolution 7 above, the Company has established an employee share plan (ESP)in order to provide an incentive for staff retention and for employees to participate in the future growth of the Company. The ESP plan is administered in accordance with the ESP rules.

Exception 9 of ASX Listing Rule 7.2 allows securities issued under an employee incentive scheme to be exempt from counting towards the 15% limit if shareholders have approved any issue under the scheme as an exception to this rule. This exception, if approved, is for a period of three years from date of approval. The ESP was originally approved by shareholders under Section 11.2 of the Prospectus dated September 2007. Therefore the ESP requires shareholder approval to continue to be exempt as per ASX Listing Rule 7.2.

This resolution seeks the approval by shareholders of the shares issued under the ESP. If the resolution is approved then those shares will be deemed to have been issued pursuant to shareholder approval and will therefore not be counted in determining the Company’s 15% placement capacity.

The following information is provided to shareholders for the purposes of obtaining shareholder approval pursuant to ASX Listing Rule 7.2 Exception 9 b):

a) Summary of terms of the ESP:
eligible persons able to participate in the ESP are employees who are a full-time employee of the Company (or any of its 100% owned subsidiaries, an Australian resident for income tax purposes and have been directly employed by the Company (or any of its 100% owned subsidiaries) for at least a period of 36 continuous months.
eligible persons will be entitled to a maximum of $1,000 of fully-paid ordinary shares annually, with the number of shares calculated based on the closing price of the Company on the day each issue is formally passed by the Board.

shares issued are classed as fully-paid ordinary shares, quoted on the ASX, and rank equally with existing shares on issue. These rights include full voting rights at shareholder meetings and full participation in any dividends or dividend reinvestment plans.
shares issued are vested for a period of three years from date of issue, with one third released annually on each anniversary date of the Board approved issue date. If employment is ceased for any reason any shares still currently vested and not released will be forfeited by the employee.
a participant cannot sell or transfer their shares whilst vested.
the ESP is a “qualifying share plan” for the purposes of Division 13A Income Tax Assessment Act 1936. Provided a participant selects the appropriate income tax election in their income tax returns, no personal income tax is payable.
b) the total number of securities issued since last approval was 349,197.
c) there have been three issues through the ESP with shares were issued at prices of $0.11 (December 2009), $0.09 (December 2010) and $0.21 (November 2011) cents per share.
d) a voting exclusion statement is included in the Notice.

12. RESOLUTION 10 – APPOINTMENT OF LACHLAN NIELSON PARTNERS AS AUDITORS

At a special general meeting of shareholders held June 2008, approval was gained from all shareholders to accept the resolution for the Company to employ Robert Nielson Partners as auditor of the Company.

In May 2012, Robert Nielson Partners entered into a joint venture with Lachlan Partners Group to form Lachlan Nielson Partners Pty Limited, an authorised audit company. As a result, all audit work previously undertaken by Robert Nielson Partners will now be carried out by Lachlan Nielson Partners Pty Limited.

This resolution seeks approval for the auditor to be changed to Lachlan Nielson Partners Pty Limited as required by Corporations Law.

13. ENQUIRIES

Shareholders are required to contact the Company on (+61 2) 4631 4500 if they have any queries in respect of the matters set out in these documents.

GL OSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Days means any day other than a Saturday, Sunday or public holiday in the State of New South Wales.

Company means Laserbond Limited (ABN 24 057 636 692).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

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

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

Notice of Meeting or Notice of Annual General Meeting means the notice of annual general meeting forming part of this document including the Explanatory Statement.

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

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

Shareholder means a holder of a Share.

Laserbond Limited ACN 057 636 692

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FOR ALL ENQUIRIES CALL:

+61 2 4631 4500

FACSIMILE +61 2 4631 4555

ALL CORRESPONDENCE TO:

Name/Address 1 Name/Address 2 Name/Address 3 Name/Address 4 Name/Address 5 Name/Address 6

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.00AM ( EST) TUESDAY 13[th] NOVEMBER 2012

Laserbond Limited 2 / 57 Anderson Road Smeaton Grange NSW 2567 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered security holder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

STEP 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows:

Individual: This form is to be signed by the security holder.

Joint Holding : where the holding is in more than one name, all the security holders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting on 10.00am on Tuesday, 13[th] November 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged:

BY MAIL - Laserbond Limited 2 / 57 Anderson Road, Smeaton Grange NSW 2567 Australia

BY FAX - + 61 2 4631 4555

IN PERSON - Laserbond Limited 2 / 57 Anderson Road, Smeaton Grange NSW 2567 Australia

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

S_XXXXXXXXXX

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Name/Address 1 Name/Address 2 Name/Address 3 Name/Address 4 Name/Address 5 Name/Address 6

STEP 1 - Appointment of Proxy to vote on your behalf

I/We being a member/s of Laserbond Limited and entitled to attend and vote hereby appoint

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If you are not appointing the Chair of the meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the meeting, as my/our proxy at the Annual General Meeting of Laserbond Limited to be held at 2 / 57 Anderson Road, Smeaton Grange NSW 2567 on Thursday the 15[th] November 2012 at 10.00am (EST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

STEP 2 – Directing the Chair how to vote

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 a resolution, please mark this box. By marking this box, you acknowledge that the Chair of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called. The Chair intends to vote all undirected proxies in favour of all resolutions.

The Chair will vote all undirected proxies in favour of the resolutions

STEP 3 - Voting directions to your Proxy – please mark � to indicate your directions

Ordinary Business
Item 1	(a)	To adopt the remuneration report

Item 2	(a)	To re-elect Mr Gregory Hooper as an executive director

Item 3	(a)	To re-elect Mr Philip Suriano as a non-executive director

Item 4	(a)	To re-elect Mr Timothy McCauley as a non-executive director

Item 5	(a)	Approval of fully-paid ordinary shares issued by way of placement in the last 12 months
Item 6	(a)	Ratification of fully-paid ordinary shares issued upon conversion of unsecured convertible notes in the last 12 months
Item 7	(a)	Ratification of fully-paid ordinary shares issued through the employee share plan in the last 12 months
Item 8	(a)	Approval of an additional placement capacity to issue securities equivalent to an additional 10%
Item 9	(a)	Approval of the issue of securities under an employee incentive scheme as an exception to ASX Listing Rules 7.1 and 7.1A
Item 10	(a)	Appointment of Lachlan Nielson Partners as auditors

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 4 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2

Securityholder 3

Sole Director and Sole Company Secretary

Director / Company Secretary

Director

Contact Name ……………………………….……..

Contact Daytime Telephone ………………………………….. Date / / 2012

AI assistant

LASERBOND LIMITED — AGM Information 2012

65215_rns_2012-10-14_904a35ba-b436-4dd2-8727-2dc59b0daaa7.pdf