LYCOPODIUM LIMITED — AGM Information 2009

Oct 22, 2009

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Notice of Annual General Meeting

The Annual General Meeting of the Company will be held at The Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia on Tuesday, 24 November 2009 at 10.00 am

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice

Contents
Notice Of Annual General Meeting	1
Explanatory Memorandum	2
Proxy Form	7
Corporate Directory	9

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 at The Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia on Tuesday, 24 November 2009 at 10.00 am (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 comprise part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 22 November 2009 at 5.00 pm.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 2.

AGENDA

Financial, Directors’ and Auditor’s Reports

To receive the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2009.

1. Resolution 1 – Remuneration Report

To consider, and if thought fit, pass as an ordinary resolution with or without amendment 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 Bruno Ruggiero as Director

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

“That, Mr Bruno Ruggiero, who retires in accordance with Article 6.3(c) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.”

3. Resolution 3 – Adoption of Lycopodium Senior Manager Share Acquisition Plan

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

“That, for the purposes of the Corporations Act and for all other purposes, the Shareholders approve the establishment of the “Lycopodium Senior Manager Share Acquisition Plan” on the terms and conditions in Schedule 1 and in the Explanatory Memorandum.”

Dated 20 October 2009

By Order of the Board

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Mr Keith Bakker Company Secretary

Lycopodium Limited Notice of Annual General Meeting 2009 • 1

LYCOPODIUM LIMITED ACN 098 556 159

EXPLANATORY MEMORANDUM

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 at the Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia on Tuesday, 24 November 2009 at 10 am.

1. Financial, Directors’ and Auditor’s Reports

Shareholders will be offered the opportunity to discuss the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2009, copies of which are available on the company’s website at www.lycopodium.com.au or by contacting the Company on telephone number +61 8 6210 5222.

Shareholders will be offered the opportunity to ask questions or make comment on the management of the Company.

2. 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 Financial Report for the year ended 30 June 2009 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Managing Director, executive directors and specified executives.

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

Therefore, 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 comment on, the Remuneration Report.

3. Resolution 2 – Re-election of Mr Bruno Ruggiero as Director

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(c) provides that a Director who retires under Article 6.3(c) is eligible for re-election.

Pursuant to these Articles, Mr Bruno Ruggiero will retire by rotation and seek re-election.

A brief resume of Mr Bruno Ruggiero is contained in the Annual Financial Report.

The Board believes that Mr Bruno Ruggiero 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 Bruno Ruggiero.

4. Resolution 3 - Adoption of Lycopodium Senior Manager Share Acquisition Plan

4.1 Introduction

Resolution 3 seeks Shareholder approval for the establishment of the Lycopodium Senior Manager Share Acquisition Plan (Plan) for the purposes of the Corporations Act and for all other purposes.

Resolution 3 is an ordinary resolution.

The Board has the view that the most effective way to align the interests of the managers and Shareholders of the Company is for the managers to be Shareholders.

The aim of this plan is to allow the Board to assist managers, who in the Board’s opinion have demonstrated the qualities and dedication to become the next generation of senior managers, to take up a significant shareholding so as to secure their commitment and the future of the Company.

Eligible Senior Managers will include both full-time senior managers and executive directors of the Group or such other persons as the Board determines. Only one Lycopodium Limited director is eligible as the founding directors are all substantial shareholders and are excluded from participation in the scheme.

2 • Lycopodium Limited Notice of Annual General Meeting 2009

LYCOPODIUM LIMITED ACN 098 556 159

EXPLANATORY MEMORANDUM

A broad outline of the plan is summarised below:

• The Company will loan funds to participating Senior Managers to purchase Lycopodium Limited Shares.

• The loan will be a limited recourse loan provided the Senior Manager stays with the Company for greater than 3 years and full recourse if the Senior Manager leaves within 3 years.

• The loan will be interest free if the Senior Manager remains employed by the Company for greater than 3 years.

• In the event that the Senior Manager leaves within 3 years, interest will be charged equal to the market rate of interest that would have accrued on the loan from the date of advance of the funds to the repayment date.

• The Company will generally satisfy the Allocation of Shares under the Plan by buying Shares on-market.

• The Shares will be Allocated at a small discount (i.e. 1 cent) to ensure that they fall within the Employee Share Plan Tax rules.

• There will be a sales restriction being the earlier of 3 years from the date of Allocation or the Senior Manager ceasing employment with the Company.

• An Employee Share Trust will be set up as the holding mechanism for Shares Allocated under the Plan.

• The Senior Manager will be entitled to any dividends payable on the Shares from the date of Allocation.

• During the term of the loan, dividends will be retained by the Trustee and offset against the Senior Manager’s outstanding loan balance. A portion of the dividend will be released to the Senior Manager to cover any taxation liability as a result of the dividend.

A detailed overview of the Terms is attached in Schedule 1.

The Plan Rules have been drafted on the basis of current draft legislation relating to employee share schemes. The Plan Rules contain provisions that the Board will have an absolute discretion to amend the Plan Rules as it sees fit if, and to the extent that, the final legislation is different from the current draft legislation.

4.2 Corporations Act

Section 259B(1) of the Corporations Act prohibits a company from taking security over its shares except as permitted by Section 259B(2). Section 259B(2) states that a company may take security over shares in itself under an employee share scheme that has been approved by resolution passed at a general meeting of the company.

Section 260A(1)(c) of the Corporations Act prohibits a company from financially assisting a person to acquire shares in itself except as permitted by Section 260(C). Section 260(C)(4) provides for special exemption for approved employee shares schemes and states that financial assistance is exempted from Section 260(A) if a resolution is passed at a general meeting of the company.

Accordingly Shareholder approval is sought for Resolution 1 to ensure compliance with these sections of the Corporations Act.

Lycopodium Limited Notice of Annual General Meeting 2009 • 3

LYCOPODIUM LIMITED ACN 098 556 159

EXPLANATORY MEMORANDUM

Schedule 1 - Terms and Conditions of Lycopodium Senior Manager Share Acquisition Plan

1. Outline of Operation of the Plan

The objective of the Plan is to provide alignment of the Senior Managers with the Shareholders of the Company by the Company assisting Senior Managers to acquire Shares under the Plan.

The Company has set up a Trust (as the mechanism for acquiring, holding and selling Shares under the Plan on behalf of Senior Managers participating in the Plan. The Trustee will be bound by the rules of the Plan and a trust deed appointing and giving powers to the Trustee).

The Company will Allocate to Senior Managers Shares in accordance with an invitation to participate. When a Senior Manager accepts an Invitation and is Allocated Shares he becomes a Participant. The acquisition of the Plan Shares will be financed by a loan from the Company to a Participant.

Shares will be Allocated to Senior Managers, subject to specified restrictions.

Generally it is intended that the Shares to be Allocated to Participants will be acquired by the Trustee on the ASX market. Under the Plan there is no limit on the number of Shares which can be Allocated.

2. Terms and Conditions of the Plan and terms on which Invitations may be made

Invitations will be made to Participants on such terms and conditions as the Board in its absolute discretion determines. Invitations will generally be made to Participants on terms and conditions including the following:

• (a) An Invitation may specify that the Shares to be Allocated under the Plan will be:

• (i) acquired by the Trustee on-market; or

• (ii) Shares held by the Trustee but which have not been allocated to a Participant; or

• (iii) acquired by the Trustee off-market generally or from another Participant who is disposing of Shares in accordance with any restrictions.

• (iv) acquired by the Trustee as a result of an issue of new Shares.

• (b) The Trustee may acquire Shares in advance of making an Allocation using short term loans funds

• extended by the Company to the Trustee. Such loans will be repaid from the payment on Allocation of Shares to the Participant.

• (c) If there are more acceptances than Shares available, the Board can scale back Allocations under the Invitation at its absolute discretion.

• (d) It is envisaged that Shares under the Plan will be Allocated at a 1 cent discount to the volume weighted

• average of the prices at which the Shares were traded on the ASX during the one week period up to and including the date of Allocation of the Share unless otherwise determined by the Board.

• (e) Participants must pay for the Plan Shares Allocated to them with the proceeds of the loan provided to them by the Company.

• (f) The loan will be provided on such terms as determined by the Company. The Company currently proposes to loan funds to Participants on the basis in item 3 below.

• (g) Participants have no right to or an interest in Shares under the Plan until the Shares have been Allocated to them. A Participant has no right against the Company if Shares under the Plan are not Allocated to them.

• (h) Allocations of Shares under the Plan may be made progressively at such times as and when such Shares become available.

• (i) If, for whatever reason, there are insufficient Shares to satisfy the Allocations there is no requirement on the Company or the Trustee to Allocate the Shares.

• (j) No Allocation of Plan Shares will be made to Participants to the extent that it would contravene the Constitution, Listing Rules, the Corporations Act or any other applicable law.

• (k) On Allocation Participants will be entitled to exercise all rights of a Shareholder attaching to the Shares, subject to specified terms and restrictions.

4 • Lycopodium Limited Notice of Annual General Meeting 2009

LYCOPODIUM LIMITED ACN 098 556 159

EXPLANATORY MEMORANDUM

• (l) The Company may impose such restrictions on Shares under the Plan as it sees fit for such period as it sees fit. Currently the Company is proposing a sales restriction of the earlier of 3 years or ceasing employment. The Plan provides for the release of restrictions in the event of a change of control event of Lycopodium.

• (m) Participants may request the Trustee to sell their Plan Shares if there are no restrictions on the Plan

Shares and the value of the Plan Shares is greater than the loan. In this event the Trustee must sell the Plan Shares on-market at market price or off-market at a price equal to the VWAP for the 7 days on which trades were recorded prior to the date of the request. The Trustee may also acquire the Shares at the above VWAP to be held pending their future Allocation under the Plan. Net proceeds of sale will be used to repay the loan and the balance, if any, paid to the Participant.

• (n) The Invitation is personal to a Participant and may only be accepted by the Participant.

3. Material terms of the loan

A Participant must accept the terms of the loan as part of the Invitation. The loan may only be used to pay for the Allocation of Shares under the Plan.

Repayment of the loan does not operate to remove the restrictions which will continue to apply during the specified restriction period.

Until repayment of the loan in full Participants have no right to have the Plan Shares transferred to them.

No interest shall be payable on the loan if the Participant remains employed by the Company for more than 3 years after the Allocation of Shares to the Participant.

If the Participant ceases to be employed by the Company for whatever reason within that 3 year period interest will be charged on the loan at a market rate from the date of the advance of the loan to the date the loan is repaid in full.

If the Participant ceases to be employed by the Company for whatever reason within that 3 year period the Participant must immediately repay the loan in full, failing which the Company will direct the Trustee to sell the Participant’s Shares and apply the proceeds of sale (net of any sale costs) to satisfy the loan, with any shortfall to be paid by the Participant.

Repayment of the loan will be limited to the amount received on the sale of the Plan Shares provided that the Participant continues to be employed by the Company for at least 3 years after the Allocation of the Plan Shares.

Dividends declared on Plan Shares will be used to repay the loan. A portion of the dividend, determined by the Company, will be paid to the Participant so that the Participant can pay any tax liability in respect of the dividend paid.

A Participant may, at any time, repay part or all of the amount of the loan.

If, on the Maturity Date, the value of Shares Allocated to the Participant under the Plan is greater than the loan, the Participant must immediately pay the Company the loan in full and the Trustee will transfer the Plan Shares to the Participant.

If, on the Maturity Date, the value of Shares Allocated to the Participant under the Plan is less than the loan, the Trustee will transfer the Plan Shares to the Company in full satisfaction of the loan.

Maturity Date is the date, not earlier than the date 3 years after the Allocation of Plan Shares to the Participant, on which:

• (i) the Participant ceases to be employed by the Group for whatever reason; or

• (ii) the restrictions on the Plan Shares cease to apply and the Participant requests the Trustee to sell the Plan Shares.

If the Participant does not repay the loan as required by the terms of the loan then the Trustee is authorised to sell the Participant’s Plan Shares on-market or off-market or may acquire them himself as Trustee for the purposes of the Plan. The net proceeds of sale will be used to repay the loan and the balance, if any, paid to the Participant. In certain circumstances the Participant may be required to pay the shortfall between the net proceeds of sale of the Plan Shares and the loan.

Lycopodium Limited Notice of Annual General Meeting 2009 • 5

LYCOPODIUM LIMITED ACN 098 556 159

EXPLANATORY MEMORANDUM

The Company intends to make provisions in the loan in the event of a special circumstance, such as death or permanent incapacity of the Participant, occurring. If the value of Shares Allocated to the Participant under the Plan is greater than the loan the Participant must repay the loan in full and the Trustee will transfer the Plan Shares to the Participant. If the Participant does not repay the loan, the Company will direct the Trustee to Sell the Shares and pay off the loan in full and then to pay to the Participant the surplus to the Participant.

If the value of Shares Allocated to the Participant under the Plan is less than the loan, the Shares will be transferred to the Company in full satisfaction of the loan.

If a takeover is made or change of control event occurs then the Board may in its absolute discretion waive any restrictions in respect of the Participant’s Plan Shares. In such circumstances the Trustee is authorised to sell the Participant’s Plan Shares and the net proceeds of sale will be used to repay the loan and the balance, if any, paid to the Participant. If the takeover is not successful or the change of control event does not occur and the Plan Shares are not sold then the restrictions will continue to apply.

Whilst the loan remains outstanding a Participant is not entitled to participate in any dividend reinvestment plan of the Company.

Schedule 2 – Definitions

In this Explanatory Memorandum:

Allocation means the allocation of a beneficial interest in newly issued Shares to a Participant by the Trustee or the transfer of a beneficial interest in Shares already held by the Trustee to a Participant following instruction from the Company in accordance with the terms of an Invitation. Allocate and Allocated have the corresponding meaning.

ASX means ASX Limited and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Board of Directors.

Company or Lycopodium 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 and Directors means all of them. Explanatory Memorandum means this explanatory memorandum. General Meeting has the meaning given in the introductory paragraph of the Notice. Group means each of the Company and its controlled entities.

Invitation means a written offer to a Senior Manager to participate in the Plan.

Listing Rules means the listing rules of ASX.

Notice means the Notice of General Meeting to which the Explanatory Memorandum is attached. Participant means a Senior Manager who has accepted an Invitation to participate in the Plan.

Plan means the Lycopodium Senior Manager Share Acquisition Plan.

Plan Rules means the rules of the Lycopodium Senior Manager Share Acquisition Plan.

Plan Shares means Shares Allocated to a Participant under the Plan.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Senior Manager means a full-time employee who is a senior manager or executive director of a member of the Group or such other person as the Board determines.

Share means a fully paid ordinary share in the capital of the Company. Shareholder means a shareholder of the Company. Trust means the Lycopodium Senior Manager Share Acquisition Plan Trust. Trustee means the trustee, being a wholly owned subsidiary of the Company, of the Trust. VWAP means the daily volume weighted average selling price of Shares trading on the ASX. WST means Western Standard Time.

In this Explanatory Memorandum and the Notice, words importing the singular include the plural and vice versa.

6 • Lycopodium Limited Notice of Annual General Meeting 2009

LYCOPODIUM LIMITED ACN 098 556 159

PROXY FORM

The Company Secretary

Lycopodium Limited

For information on returning this proxy form please see instructions over the page.

I/We[1]

of

being a Shareholder/Shareholders of the Company and entitled

votes in the Company, hereby appoint[2]

or failing such appointment the chairman of the 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 at Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia on Tuesday, 24 November 2009 at 10.00 am 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).

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS IMPORTANT:

The chairman of the 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	Directors’ Remuneration			
Resolution	2	Re-election of Bruno Ruggiero as a Director			
Resolution	3	Adoption of Lycopodium Senior Manager Share Acquisition Plan 			

Lycopodium Limited Notice of Annual General Meeting 2009 • 7

LYCOPODIUM LIMITED ACN 098 556 159

PROXY FORM

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

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the 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 Meeting, the representative of the body corporate to attend the 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 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.

Return of Proxy Forms

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 Company’s office as set out below not less than 48 hours prior to the time of commencement of the annual general meeting.

Facsimile: +618 6210 5201 Post/Delivery: 1 Adelaide Terrace EAST PERTH WA 6004 Email: limited@lycopodium.com.au

8 • Lycopodium Limited Notice of Annual General Meeting 2009

CORPORATE DIRECTORY

Lycopodium Limited ABN 83 098 556 159

Directors

Michael (Mick) John Caratti Lawrence (Laurie) William Marshall Rodney (Rod) Lloyd Leonard Robert (Bob) Joseph Osmetti Bruno Ruggiero Peter De Leo

Company Secretary Keith Bakker

Registered and Principal Office Level 5, 1 Adelaide Terrace East Perth WA 6004 T: + 61 (0)8 6210 5222 E: limited@lycopodium.com.au www.lycopodium.com.au

Share Registry

Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace, Perth WA 6000 T: +61 (0)3 9415 4267 Direct line for Investors: 1300 764 130 www.computershare.com.au

Auditor

PricewaterhouseCoopers QV1 Building, Levels 19 - 21 250 St George’s Terrace Perth WA 6000 T: +61 (0)8 9238 3000 www.pwc.com/au

Lycopodium Limited Notice of Annual General Meeting 2009 • 9

www.lycopodium.com.au