MAGGIE BEER HOLDINGS LTD — Proxy Solicitation & Information Statement 2014

Aug 18, 2014

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Notice of General Meeting and Explanatory Statement

The General Meeting of

PRIMARY OPINION LIMITED

ACN 092 817 171

Will be held at

1.00pm on Monday 22 September 2014 in

The Boardroom at suite 3 / 53 Coppin Street, Richmond, Victoria, 3121

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

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ACN 092 817 171

PRIMARY OPINION LIMITED

Registered office: Level 4, 100 Albert Road, South Melbourne, Victoria, 3205

NOTICE OF GENERAL MEETING

Primary Opinion Limited ( Company or Primary Opinion ) gives notice that the General Meeting of the members of the Company will be held on Monday, 22 September 2014 commencing at 1.00pm in the Board Room, at Suite 3 / 53 Coppin Street, Richmond, Victoria, 3121.

The Explanatory Statement which accompanies and forms part of this Notice of Meeting more fully describes the matters to be considered at the General Meeting.

Please read this Notice of General Meeting carefully and direct your proxy on how to vote on each resolution by marking the appropriate box on the proxy form included with this Notice of General Meeting.

ORDINARY BUSINESS

Resolution 1: Ratification of Prior Share Issue – Tranche 1 Shares

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

“That for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, shareholders approve, ratify and confirm the previous allotment and issue of 9,800,000 fully paid ordinary shares in the Company at an issue price of $0.055 (5.5 cents) per share to professional and sophisticated investors.”

Refer to the Explanatory Statement for voting exclusions.

Resolution 2: Approval to issue Shares – Tranche 2 Shares

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

“That for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, shareholders approve the allotment and issue of up to 41,472,726 fully paid ordinary shares in the Company at an issue price of $0.055 (5.5 cents) per share to professional and sophisticated investors.”

Refer to the Explanatory Statement for voting exclusions.

Resolutions 3, 4 and 5: Participation in Tranche 2 Placement by Directors

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

“That for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, shareholder approval is given for the Company to issue and allot to Mr Martin Burke (or any entity associated with Martin Burke), a Director of the Company, up to 1,363,636 fully paid ordinary shares at an issue price of $0.055 (5.5 cents) per share on the basis as set out in the explanatory statement.”

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

“That for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, shareholder approval is given for the Company to issue and allot to the Honourable Jeffrey Kennett AC (or any entity associated with the Honourable Jeffrey Kennett AC), a Director of the Company, up to 2,727,273 fully paid ordinary shares at an issue price of $0.055 (5.5 cents) per share on the basis as set out in the explanatory statement.”

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

“That for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, shareholder approval is given for the Company to issue and allot to Mr Tom Kiing (or any entity associated with Tom Kiing), a Director of the Company, up to 10,000,000 fully paid ordinary shares at an issue price of $0.055 (5.5 cents) per share on the basis as set out in the explanatory statement.”

Refer to the Explanatory Statement for voting exclusions.

BY ORDER OF THE BOARD

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Justin Mouchacca Company Secretary

19 August 2014

NOTES

These Notes form part of the Notice of Meeting.

Members entitled to attend and vote

The Directors have determined that, for the purpose of determining entitlements of members to attend and vote at the General Meeting, the members are those persons who are registered as the holders of shares in the capital of the Company at 1.00pm on 20 September 2014. Transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Appointment of proxies

• Each member entitled to vote at the General Meeting may appoint a proxy to attend and vote at the General Meeting.

• A member entitled to cast 2 or more votes may appoint up to 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes (disregarding fractions of votes).

• A proxy need not be a member of the Company and can be an individual or a body corporate.

• A member that is a body corporate or a body corporate appointed as a member's proxy may appoint a representative to exercise any of the powers the body may exercise as a member or proxy at the General Meeting. The appointment by a member that is a body corporate may be a standing appointment.

• The corporate representative should bring to the General Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless the authority has previously been given to the Company.

Voting by proxy

• In accordance with the Company’s constitution, you must direct your proxy/ies how to vote on each resolution. If you appoint one or more proxies but fail to direct your proxy/ies how to vote on a resolution, your proxy/ies will not be authorised to vote your shares on that resolution. A proxy directed how to vote on an item of business may vote on that item only in accordance with that direction.

• The Company’s constitution provides that, on a show of hands, every person present and qualified to vote shall have one vote. If you appoint one proxy, that proxy may vote on a show of hands, but if you appoint two proxies, neither proxy may vote on a show of hands.

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• If you appoint a proxy who is also a shareholder or is also a proxy for another shareholder, your directions may not be effective on a show of hands. Your directions will be effective if a poll is required and your proxy votes.

To vote by proxy:

• the signed and completed proxy appointment form ( enclosed with this Notice); and

• if the proxy appointment is signed by the appointor's attorney – the authority under which the appointment was signed (e.g. a power of attorney) or a certified copy of it,

must be received by the Company at the address set out below by no later than 1.00pm on 20 September 2014. Proxy forms received after that time will not be valid for the scheduled General Meeting.

By facsimile: (within Australia) 1800 783 447 or (outside Australia) +61 3 9473 2555.

• By mail: Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, Victoria, 3001.

By delivery: Computershare Investor Services Pty Ltd, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, Australia, 3067.

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Your proxy appointment form is enclosed.

DEFINITIONS

Words that are defined in the Glossary have the same meaning when used in this Notice of Meeting unless the context requires, or the definitions in the Glossary provide, otherwise.

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Registered office: Level 4, 100 Albert Road, South Melbourne, Victoria, 3205

PRIMARY OPINION LIMITED

ACN 092 817 171

EXPLANATORY STATEMENT

PURPOSE OF INFORMATION

The purpose of this Explanatory Statement (which is included in and forms part of the Notice of Meeting dated 19 August 2014) is to provide members with an explanation of the business of the meeting and of the resolutions to be proposed and considered at the General Meeting ( GM ) to be held on Monday, 22 September 2014 at 1.00pm in the Board Room, at Suite 3 / 53 Coppin Street, Richmond, Victoria, 3121 and to assist members to determine how they wish to vote on each resolution.

The Directors recommend that Shareholders read this Explanatory Statement before making any decisions in relation to the Resolutions. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser.

BACKGROUND

On 1 August 2014, the Company announced a placement of approximately 50.8 million fully paid ordinary shares at an issue price of $0.055 (5.5 cents) per share to professional and sophisticated investors, raising a total of approximately $2.8 million.

In order for the Company to comply with ASX Listing Rule 7.1, the Placement will be completed in two tranches as follows:

• Tranche 1: This tranche consists of the issue of 9,800,000 fully paid ordinary shares utilising the majority of the Company’s 15% capacity under ASX Listing Rule 7.1; and

• Tranche 2: This tranche will consist of the issue of up to 41,472,726 fully paid ordinary shares, being the remaining amount of the placement.

The passing of the resolutions below will mean that the Company will be in a position to issue further securities to meet its ongoing expenditure and capital requirements as it will have available the capacity to issue securities up to the full 15% limit under Listing Rule 7.1.

Resolution 1: Ratification of Share Issue – Tranche 1

The Company is seeking shareholder approval to ratify the issue of 9,800,000 fully paid ordinary shares to professional and sophisticated investors on or about 11 August 2014.

ASX Listing Rule 7.4 provides that where the members of a company in general meeting ratify a previous issue of securities which was made without approval under Listing Rule 7.1 and the previous issue did not breach Listing Rule 7.1, those securities shall be deemed to have been made with Shareholder approval for the purposes of Listing Rule 7.1. ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

• (a) the total number of fully paid ordinary shares in the Company that were issued is 9,800,000;

• (b) the Shares were issued at a price of $0.055 (5.5 cents) per share;

• (c) the Shares allotted and issued rank equally with the existing Shares on issue;

• (d) the Shares were allotted and issued to a mix of new and existing sophisticated and professional investors; and

• (e) the funds raised will enable the Company to accelerate the expansion of its rapidly growing base of law content contributors and to support overall marketing activities and other working capital requirements.

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

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Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associates of those persons.

However 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 to vote in a particular way.

Resolution 2: Placement of shares – Tranche 2

This resolution seeks approval of shareholders for the issue of the remaining 41,472,726 fully paid ordinary shares under the placement which was announced to the market on 1 August 2014.

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue during any 12 month period, any equity securities or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that twelve (12) month period

ASX Listing Rule 7.3 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

• (a) the maximum number of securities which will be allotted and/or issued under Resolution 2 is 41,472,726 fully paid ordinary shares;

• (b) the Shares will be issued at a price of $0.055 (5.5 cents) per share;

• (c) the recipients of these fully paid ordinary shares will be a mix of new and existing sophisticated and professional investors;

• (d) the shares will rank equally with all securities of that class;

• (e) the securities will be issued within three months of this General Meeting (or such later date as is permitted by an ASX waiver or a modification of the ASX Listing Rules) and it is intended that the allotment of the securities will occur at one and the same time; and

• (f) the funds raised will enable the Company to accelerate the expansion of its rapidly growing base of law content contributors and to support overall marketing activities and other working capital requirements.

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons.

However 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 to vote in a particular way.

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2.

Resolutions 3, 4 and 5: Participation in Tranche 2 Placement by Directors

Resolutions 3, 4 and 5 of the Notice seek shareholder approval for the purposes of Listing Rule 10.11 and all other purposes, for the subscription (for cash) by the Directors noted below (or entities associated with them) for shares under the Tranche 2 Placement:

Name	Position	Number of shares to be issued (Up to)	Price to be paid per share
Mr Martin Burke	ManagingDirector	1,363,636	$0.055 (5.5 cents)
The Honourable Jeffrey KennettAC	Non-executive Director	2,727,273	$0.055 (5.5 cents)
Mr Tom Kiing	Non-executiveDirector	10,000,000	$0.055 (5.5 cents)

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If Resolution 3 is approved, Mr Burke will participate in the Tranche 2 placement. If resolution 4 is approved, the Honourable Mr Jeffrey Kennett AC will participate in the Tranche 2 placement. If resolution 5 is approved, Mr Kiing will participate in the Tranche 2 placement. The willingness of the Directors to subscribe for Shares under the Tranche 2 placement is confirmation of their faith in the Company and its business.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company. Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the shares to the Directors as approval is being obtained under ASX Listing Rule 10.11.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 3, 4 and 5:

• (a) the related parties are Mr Martin Burke, the Honourable Jeffrey Kennett AC and Mr Tom Kiing and they are related parties by virtue of being Directors;

• (b) the maximum number of Shares to be issued by the Company is:

• (i) 1,363,636 fully paid ordinary shares to Mr Martin Burke (or his nominee);

• (ii) 2,727,273 fully paid ordinary shares to the Honourable Jeffrey Kennett AC (or his nominee);

• (iii) 10,000,000 fully paid ordinary shares to Mr Tom Kiing (or his nominee);

• (c) the Shares will be issued not later than three months after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one and the same date;

• (d) the Shares will be issued for a cash consideration of $0.055 (5.5 cents) per share;

• (e) the shares will rank equally with all securities of that class; and

• (f) the funds raised will enable the Company to accelerate the expansion of its rapidly growing base of law content contributors and to support overall marketing activities and other working capital requirements.

Impact on the capital of the Company

The Company had 65,558,073 shares on issue, prior to the placement.

Upon issue, the shares to be issued under the placements will represent a total of 78.21% of the share capital of the Company prior to this placement.

Details of the interests of Mr Martin Burke, the Honourable Jeffrey Kennett AC and Mr Tom Kiing, together with the interests of their respective associated entities (including the Recipients), in the Company are set out below.

Shareholder	Shareholding prior to placement	Shareholding prior to placement	Shareholding upon issue of placement shares	Shareholding upon issue of placement shares
	**Number **	%	**Number **	%
Mr Martin Burke	5,811,447	8.86%	7,175,083	6.17%
The Honourable Jeffrey Kennett AC	4,185,899	6.39%	6,913,172	5.94%
Mr Tom Kiing	18,702,952	28.53%	28,702,952	24.66%
Othershareholders	36,857,775	56.22%	73,585,047	63.23%
Total shares on issue	65,558,073	100.00%	**116,376,254 **	100.00%

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Recommendation

Mr Martin Burke makes no recommendation regarding Resolution 3. The Board (other than Mr Burke) recommends that you cast your vote in favour of Resolution 3.

The Honourable Jeffrey Kennett AC makes no recommendation regarding Resolution 4. The Board (other than Mr Kennett AC) recommends that you cast your vote in favour of Resolution 4.

Mr Tom Kiing makes no recommendation regarding resolution 5. The Board (other than Mr Kiing) recommends that you cast your vote in favour of Resolution 5.

Voting Exclusion

The Company will disregard any votes cast on resolution 3 by Mr Burke and any of his associates.

The Company will disregard any votes cast on resolution 4 by the Honourable Mr Kennett AC and any of his associates.

The Company will disregard any votes cast on resolution 5 by Mr Kiing and any of his associates.

The Company will disregard any votes in respect of resolutions 3, 4, or 5 cast by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the relevant Resolution is passed and any associates of those persons.

However 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 to vote in a particular way.;

HOW TO VOTE

To vote on the resolutions, members will need to follow these steps:

EITHER: Complete the Proxy Form and return it by facsimile or mail (to be received no later than 1.00pm on 20 September 2014) to the following address or facsimile number:

Primary Opinion Limited Level 4, 100 Albert Road South Melbourne, Victoria 3205 AUSTRALIA Ph: +61 3 9692 7222	The Registrar Computershare Investor Services Pty Ltd GPO Box 242 Melbourne VIC 3001 AUSTRALIA Ph: 1300 85 05 05 Fax: (within Australia) 1800 783 447 (outsideAustralia) +613 94732555

QUERIES

If you have any queries about the GM or the Resolutions being considered, please contact the Company Secretary, Mr Justin Mouchacca, at Primary Opinion Limited on +61 3 9692 7222.

GLOSSARY

In this Explanatory Statement the following terms have the following meanings unless the context otherwise requires:

ASX

ASX ASX Limited. Board the Board of Directors of the Company. Chairman the Chairman of the Company. Company Primary Opinion Limited ACN 092 817 171. Corporations Act Corporations Act 2001 (Cth). Director a Director of the Company.

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Dollars, A$ or $ Australian dollars. Explanatory Statement the Explanatory Statement accompanying and forming part of the Notice of Meeting. Listing Rules the Official Listing Rules of ASX. Meeting or GM the general meeting of the Shareholders (convened by the Notice of Meeting) to be held on 22 September 2014 at 1.00pm. Notice of Meeting the notice of meeting (including the accompanying Explanatory Statement) for the convening of the Meeting. Resolution a resolution set out in the Notice of Meeting. Share a fully paid ordinary share in the capital of the Company. Shareholder a shareholder of the Company.

All references in this Notice of Meeting and Explanatory Statement to time are to the time in Melbourne, Victoria.

BY ORDER OF THE BOARD

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Justin Mouchacca Company Secretary

19 August 2014

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Primary Opinion Limited ABN 69092817171

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 POP MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 1:00 pm (AEST) Saturday 20 September 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

If you do not specify a direction in relation to an item of business, your proxy will not be authorised to vote your securities in relation to that item of business

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

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

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

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Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I 9999999999 I ND

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to indicate your directions

XX

I/We being a member/s of Primary Opinion Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the General Meeting of Primary Opinion Limited to be held in the Board Room at Suite 3/53 Coppin Street, Richmond on Monday, 22 September 2014 at 1:00 pm (AEST) and at any adjournment or postponement of that meeting.

Items of Business

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

If you fail to mark a box for an item, your proxy will not be able to vote your securities in relation to that item on a show of hands or a poll.

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For Against Abstain
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Item 1 Ratification of Prior Share Issue – Tranche 1 Shares

Item 2 Approval to issue Shares – Tranche 2 Shares

Item 3 Participation in Tranche 2 Placement by Directors - Mr Martin Burke

Item 4 Participation in Tranche 2 Placement by Directors - Honourable Jeffrey Kennett AC

Item 5 Participation in Tranche 2 Placement by Directors - Mr Tom Kiing

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Important note: For your vote to be effective in relation to an item of business, you must direct your proxy how to vote on that item of business.

SIGN Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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P O P

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