LYCOPODIUM LIMITED — AGM Information 2007

Oct 16, 2007

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Lycopodium Limited NOTICE OF ANNUAL GENERAL MEETING

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LYCOPODIUM LIMITED ACN 098 556 159 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Lycopodium Limited (‘Company’) will be held in the Presidents Room, Prindiville Stand, WACA Ground, Nelson Crescent, East Perth on Thursday, 29 November 2007 at 10 am (WST) (‘Meeting’).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting.

The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday, 27 November 5 pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

Financial Report

To receive the financial report of the Company and its controlled entities for the year ended 30 June 2007 together with a Directors’ report in relation to that financial year and the auditor’s report on the financial report.

1. Resolution 1 - Remuneration Report

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

• “That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.”

2. Resolution 2 - Re-election of Mr Robert Osmetti as a Director

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

“That Mr Robert Osmetti who retires in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.”

3. Resolution 3 - Election of Mr Peter De Leo as a Director

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

“That Mr Peter De Leo, who retires in accordance with article 6.3(j) of the Constitution, being eligible and offering himself for re-election, be reelected as a Director.”

4. Resolution 4 – Approve Employee Share Plan

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

“That, with effect from the closure of this meeting and for the purposes of Exception 9 of Listing Rule 7.2 and for all other purposes,

approval is given for the Company to issue securities under its employee share plan established on 8 November 2004, on the terms and conditions set out in the Explanatory Memorandum for a further period of 3 years”.

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by:

(a) a director of the Company who may participate in the issue of Options and might obtain a benefit, (except a benefit solely in their capacity as holder of ordinary securities), if the resolution is passed; and

• (b) an associate of that person.

However, the Company need 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 the directions on the proxy form; or

(b) 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.

Dated 15 October 2007

By Order of the Board

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Keith Bakker Company Secretary

LYCOPODIUM LIMITED ACN 098 556 159 EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held in the Presidents Room, Prindiville Stand, WACA Ground, Nelson Crescent, East Perth on Thursday, 29 November 2007 at 10 am (WST).

1. Resolution 1 - Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Annual Report for the year ended 30 June 2007 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive directors and specified executives of the Company.

The provisions of the Corporations Act provide that Resolution 1 need only be an advisory vote of Shareholders.

Accordingly, Resolution 1 is advisory only and does not bind the Directors. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report; however, the Board will take the outcome of the vote into consideration when considering the remuneration policy.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

2. Resolution 2 - Re-election of Mr Robert Osmetti

Article 6.3(c) of the Constitution requires that one third of the Directors must retire at each annual general meeting (rounded down to the nearest whole number). Article 6.3(f) provides that a Director who retires under Article 6.3(c) is eligible for re-election. Pursuant to these Articles, Mr Robert Osmetti will retire by rotation and seeks re-election accordingly.

A brief CV of Mr Osmetti is included in the Annual Report.

The Board believes that Mr Osmetti has performed the duties and responsibilities of a director diligently and professionally in the best interests of all Shareholders. The Board unanimously supports the re-election of Mr Osmetti.

Under ASX Listing Rule 7.2 (exception 9) securities issued under an approved employee incentive scheme (such as the Employee Share Plan) do not reduce a company’s 15% capacity if it is approved by shareholders.

ASX Listing Rule 7.2 (exception 9) requires that Shareholder approval is obtained for the Employee Share Plan every 3 years. The purpose of this resolution is for Shareholders to approve the Employee Share Plan for a further 3 year period to enable the Company to issue options without reducing its 15% capacity.

4.2 Requirements of ASX Listing Rule 7.2 (Exception 9)

• (a) A summary of the terms of the Employee Share Plan is in Schedule 2.

• (b) Since 8 November 2004, the Company has issued 1,100,000 options under the Employee Share Plan.

• (c) A voting exclusion statement is included in the Notice of Meeting.

5. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a ‘proxy’) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

‘Annual Report’ means the 2007 Annual Financial Report of the Company.

‘Article’ means an article of the Constitution.

‘ASIC’ means the Australian Securities and Investments Commission.

‘ASX’ means Australian Stock Exchange Limited.

3. Resolution 3 – Election of Mr Peter De Leo as a Director

Article 6.2(b) of the Constitution gives the Directors authority to appoint other Directors. Mr Peter De Leo was appointed a Director on 2 February 2007. Article 6.3(j) of the Constitution states that any Director appointed in accordance with article 6.2(b) must retire at the next annual general meeting and is eligible for re-election. Accordingly, Mr De Leo resigns as a Director at this annual general meeting and being eligible seeks approval to be re-elected as a Director.

A brief resume of Mr De Leo is contained in the Annual Report. The Board unanimously supports the re-election of Mr De Leo.

4. Resolution 4 – Approve Employee Share Plan

4.1 Background

On 8 November 2004, the Company lodged with ASIC a prospectus for the initial public offering of its securities (‘Prospectus’).

Section 10.6 of the Prospectus disclosed the terms and conditions of the Company’s employee share plan (‘Employee Share Plan’).

ASX Listing Rule 7.1 prohibits a Company (unless it falls within one of the exceptions contained in ASX Listing Rule 7.2) from issuing more than 15% of its securities on issue in any 12 month period, without obtaining shareholder approval.

‘Board’ means the board of Directors.

‘Company’ means Lycopodium Limited ACN 098 556 159.

‘Constitution’ means the Constitution of the Company.

‘Corporations Act’ means the Corporations Act 2001 (Cth).

‘Director’ means a director of the Company.

‘Explanatory Memorandum’ means the explanatory memorandum to the Notice.

‘Meeting’ has the meaning given in the introductory paragraph of the Notice.

‘Notice’ means this notice of meeting.

‘Proxy Form’ means the proxy form attached to the Notice.

‘Remuneration Report’ means the remuneration report of the Company contained in the Annual Report.

‘Resolution’ means a resolution contained in this Notice.

‘Schedule’ means a schedule to this Notice.

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

‘Shareholder’ means a shareholder of the Company.

‘WST’ means Western Standard Time being the time in Perth, Western Australia.

LYCOPODIUM LIMITED ACN 098 556 159 EXPLANATORY MEMORANDUM

Schedule 2 – Terms and Conditions of Employee Share Plan

The directors are empowered to operate the Employee Share Plan in accordance with the ASX Listing Rules and on the following terms and conditions:

• (a) Subject to paragraph (d), the directors may offer to issue options to eligible employees in accordance with Class Order 03/184, the Employee Share Plan and in such manner and on such terms and conditions as they in their absolute discretion determine.

• (b) If the Company has offered options, to accept the offer eligible employees must complete the acceptance form or accept in such other form as the directors may in their absolute discretion approve from time to time.

• (c) The eligible employees to participate in the Employee Share Plan shall be as the directors in their absolute discretion determine and shall take into account skills, experience, length of service with the Company, remuneration level and such other criteria as the directors consider appropriate in the circumstances.

• (d) Options may not be offered under this Employee Share Plan without the issue of a prospectus in accordance with Chapter 6D of the Corporations Act, if the aggregate of:

• (i) the number of options to be issued

• (ii) the number of shares which would be issued if all the current options issued under any employee incentive scheme were exercised

• (iii) the number of shares which have been issued as a result of the exercise of options issued under any employee incentive scheme, where the options were issued during the preceding five years, and

• (iv) all other shares issued pursuant to any employee incentive scheme during the preceding five years but disregarding any offer made, options or shares issued by way of or as a result of:

• (v) an offer to a person situated at the time of receipt of the offer outside Australia

• (vi) an offer that was an excluded offer or invitation within the meaning of the Corporations Act as it stood prior to the commencement of Schedule 1 of the Corporate Law Economic Reform Program Act 1999

• (vii) an offer that did not need disclosure to investors because of section 708 of the Corporations Act, or

• (viii) an offer under a disclosure document would exceed 5% of the then current number of shares on issue.

• (e) The directors may, in their absolute discretion, offer to eligible employees options under the Employee Share Plan, notwithstanding that it has previously issued more than the 5% limit in paragraph (d), up to a maximum of 10%, provided that the issue is made in accordance with the requirements of Chapter 6D of the Corporations Act.

• (f) Options will be issued free of charge to eligible employees. The exercise price of the options shall be as the directors in their absolute discretion determine, provided that it shall not be less than that amount which is equal to 90% of the average market price of the shares in the 5 days in which sales in the shares were recorded immediately preceding the day on which the directors resolve to offer the options.

• (g) The directors may limit the total number of options which may be exercised under the Employee Share Plan in any year.

• (h) The directors, in their absolute discretion, having regard to the skills, experience, length of service with the Company, remuneration level and such other criteria as the directors consider appropriate in the circumstances, shall determine criteria to establish the periods during which the options may be exercised.

• (i) All options with a common expiry date shall have the same exercise price and rights to participate in issues of securities by the Company.

• (j) Unless the directors in their absolute discretion determine otherwise, options shall lapse upon the earlier of:

• (i) the expiry of the exercise date

• (ii) the optionholder ceasing to be an eligible employee by reason of dismissal, resignation or termination of employment, office or services for any reason

• (iii) the expiry of 30 days after the optionholder ceases to be an eligible employee by reason of retirement, or

• (iv) a determination by the directors that the optionholder has acted fraudulently, dishonestly or in breach of his or her obligations to the Company or an associated body corporate.

• (k) If an eligible employee accepts an offer from the Company to participate in the Employee Share Plan then the Company will evidence the issue of an option to an eligible employee by issuing that eligible employee a certificate for that option.

• (l) Each option entitles the holder to subscribe for and be issued with one share.

• (m) Shares issued pursuant to the exercise of options will in all respects, including bonus issues and new issues, rank equally and carry the same rights and entitlements as other shares on issue.

• (n) There are no participating rights or entitlements inherent in the options and holders 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 10 business days after the issue is announced. This will give optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

• (o) The options will not be quoted on the ASX. However, application will be made to the ASX for official quotation of the shares issued on the exercise of the options if the shares are listed on the ASX at that time.

LYCOPODIUM LIMITED ACN 098 556 159 EXPLANATORY MEMORANDUM

• (p) An application to be issued options may be made by eligible employees invited to participate in the Employee Share Plan in such form and on such terms and conditions concerning the closing date for applications as the directors in their absolute discretion determine.

• (q) If at any time the issued capital of the Company is reconstructed, all rights of optionholders are to be changed in a manner consistent with the ASX Listing Rules.

• (r) Subject to and in accordance with the ASX Listing Rules (including any waiver issued under such ASX Listing Rules), the directors (without the necessity of obtaining the prior or subsequent consent of shareholders of the Company in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the terms and conditions in any respect whatsoever, by an instrument in writing, provided that rights or entitlements in respect of any option issued before the date of amendment shall not be reduced or adversely affected unless prior written approval from the affected holder(s) is obtained.

• (s) At the absolute discretion of the directors, the terms upon which options will be issued may incorporate performance related factors. Such factors may reflect, inter alia, profitability levels, increases in income or decreases in costs and may, subject to paragraph (r) above, be amended from time to time in a manner favourable to the optionholder. However, such performance related factors, if included in the option terms or so amended shall not act in any way constitute a breach of the terms and conditions.

• (t) Notwithstanding the terms and conditions, upon the occurrence of a trigger event the directors may determine:

• (i) that the options may be exercised at any time from the date of such determination, and in any number until the date determined by the directors acting bona fide so as to permit the holder to participate in any change of control arising from a trigger event provided that the directors will forthwith advise in writing each holder of such determination. Thereafter, the options shall lapse to the extent they have not been exercised, or

• (ii) to use their reasonable endeavours to procure that an offer is made to holders of options on like terms (having regard to the nature and value of the options) to the terms proposed under the trigger event in which case the directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the options shall immediately become exercisable and if not exercised within 10 days, shall lapse.

• (w) Neither participation in the Employee Share Plan by the Company or an associated body corporate or any eligible employee or optionholders or anything contained in these terms and conditions shall in any way prejudice or affect the right of the Company or an associated body corporate to dismiss any eligible employee or optionholder or to vary the terms of employment of any eligible employee or optionholder. Nor shall participation or the rights or benefits of an eligible employee or optionholder under the terms and conditions be relevant to or be used as grounds for granting or increasing damages in any action brought by an eligible employee or optionholder against the Company or an associated body corporate whether in respect of any alleged wrongful dismissal or otherwise.

• (x) At all times during which an eligible employee may subscribe for or purchase shares upon exercise of an option issued pursuant to the Employee Share Plan, the Company shall provide, within a reasonable period of a request by an eligible employee, the current market price of the shares and the exercise price of the options. Contact the Company Secretary to obtain this information.

• (y) The Employee Share Plan shall be administered by the directors who shall have power to:

  • (i) determine appropriate procedures for administration of the Employee Share Plan consistent with these terms and conditions

  • (ii) resolve conclusively all questions of fact or interpretation or dispute in connection with the Employee Share Plan and settle as the directors in their absolute discretion determine expedient any difficulties or anomalies howsoever arising with or by reason of the operation of the Employee Share Plan

  • (iii) delegate to any one or more persons for such period and on such conditions as it may determine the exercise of any of the directors’ powers or discretions arising under the Employee Share Plan, and

  • (iv) subject to the ASX Listing Rules, waive strict compliance with, amend or add to the terms and conditions of the Employee Share Plan except for the provisions of paragraph (d), and where such actions are taken such actions shall be conclusive, final and binding on optionholders.

• (u) An option may not be transferred or assigned except that a legal personal representative of a holder of an option who has died or whose estate is liable to be dealt with under laws relating to mental health will be entitled to be registered as the holder of that option after the production to the directors of such documents or other evidence as the directors may reasonably require to establish that entitlement.

• (v) An option is exercisable by the holder lodging with the Company a notice of exercise of option together with a cheque for the exercise price of each option to be exercised and the relevant option certificate. If not all of the holder’s options are being exercised, a holder must exercise options in multiples of 1,000.

LYCOPODIUM LIMITED ACN 098 556 159 EXPLANATORY MEMORANDUM

Proxy Notes:

A Shareholder entitled to attend and vote at the annual general meeting may appoint a natural person as the Shareholder’s proxy to attend and vote for the Shareholder at that annual general meeting. If the Shareholder is entitled to cast 2 or more votes at the annual general meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder’s votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that annual general meeting, the representative of the body corporate to attend the annual general meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

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

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the annual general meeting the appropriate “Certificate of Appointment of Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company: (Level 5, 1 Adelaide Terrace, East Perth, WA, 6004, or by post to PO Box 6832, East Perth, WA, 6892, or Facsimile (08) 6210 5200 if faxed from within Australia or +618 6210 5200 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the annual general meeting (WST).

LYCOPODIUM LIMITED ACN 098 556 159 PROXY FORM

The Company Secretary Lycopodium Limited

By delivery: By post: By facsimile: Level 5, 1 Adelaide Terrace, PO Box 6832 +61 8 6210 5200 EAST PERTH WA 6004 EAST PERTH WA 6892 I/We[1] ................................................................................................................................................................................................................................................................................................................................ of .......................................................................................................................................................................................................................................................................................................................................... being a Shareholder/Shareholders of the Company and entitled to ............................................................................................................................................................................................ votes in the Company, hereby appoint[2] .........................................................................................................................................................................................................................................................

or failing such appointment the chairman of the annual general meeting as my/our proxy to vote for me/us on my/our behalf at the annual general meeting of the Company to be held in the Presidents Room, Prindiville Stand, WACA Ground, Nelson Crescent, East Perth on Thursday, 29 November 2007 at 10 am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes */ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS IMPORTANT:

The chairman of the annual general meeting intends to vote undirected proxies in favour of the Resolution.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

			For	Against	Abstain
Resolution	1	Remuneration Report			
Resolution	2	Re-election of Mr Robert Osmetti as a Director			
Resolution	3	Election of Mr Peter De Leo as a Director			
Resolution	4	Approve Employee Share Plan			

Authorised signature/s

This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 ........................................................................................ ........................................................................................... .................................................................................................................... ........................................................................................ ........................................................................................... .................................................................................................................... ........................................................................................ ........................................................................................... .................................................................................................................... Sole Director and Director Director/Company Secretary Sole Company Secretary ....................................................................................... ........................................................................................... ..................................................................................................................... Contact Name Contact Daytime Telephone Date ....................................................................................... ........................................................................................... .....................................................................................................................

2 Insert name and address of proxy

1Insert name and address of Shareholder

*Omit if not applicable

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