MAGGIE BEER HOLDINGS LTD — Proxy Solicitation & Information Statement 2015

Aug 27, 2015

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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

10.00am on Monday 28 September 2015 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 28 September 2015 commencing at 10.00am 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 if voting by proxy, 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

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 ASX Listing Rules of ASX Limited and for all other purposes, shareholders approve, ratify and confirm the previous allotment and issue of 26,923,078 fully paid ordinary shares in the Company at an issue price of $0.026 (2.6 cents) per share to professional and sophisticated investors.”

Refer to the Explanatory Statement for voting exclusions.

Resolutions 2 and 3: Approval to Issue Convertible Notes to Directors of the Company (and the issue of new Shares on the conversion of all or any of the Notes).

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 ASX Listing Rules and for all other purposes, shareholder approval is given for the Company to issue up to 4,025 convertible notes (Notes) to Sieana Pty Ltd, an entity associated with Director Mr Tom Kiing (and the issue of ordinary shares on conversion of any or all of the Notes) for the purposes and on the terms and conditions 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 ASX Listing Rules and for all other purposes, shareholder approval is given for the Company to issue up to 2,011 convertible notes (Notes) to Jeff Kennett Pty Ltd, an entity associated with Director, the Honourable Jeffrey Kennett AC (and the issue of ordinary shares on conversion of any or all of the Notes) for the purposes and on the terms and conditions as set out in the explanatory statement.”

BY ORDER OF THE BOARD

Justin Mouchacca Company Secretary

28 August 2015

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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 7.00pm on 26 September 2015. 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.

• 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 10.00am on 26 September 2015. 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.

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ACN 092 817 171

PRIMARY OPINION LIMITED

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

EXPLANATORY STATEMENT

PURPOSE OF INFORMATION

The purpose of this Explanatory Statement (which is included in and forms part of the Notice of Meeting dated 28 August 2015) 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 28 September 2015 at 10.00am 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.

Resolution 1: Ratification of Prior Share Issue

BACKGROUND

On 23 April 2015, the Company announced a placement of approximately 27 million fully paid ordinary shares at an issue price of $0.026 (2.6 cents) per share to professional and sophisticated investors, raising a total of approximately $700,000, which shares were issued without shareholder approval pursuant to Listing Rule 7.1A.

ASX Listing Rule 7.4 provides that a company may ratify a prior issue of shares made under both Listing Rules 7.1 and 7.1A, by obtaining retrospective shareholder approval for that prior issue, such that those shares shall be treated as having been issued with the approval of shareholders for the purposes of Listing Rules 7.1 and 7.1A. Retrospective approval under Listing Rule 7.4 has the effect of reinstating the Company’s capacity to issue up to 15% of the ordinary securities on issue in a 12 month period, under Listing Rule 7.1, and the additional 10% capacity, under Listing Rule 7.1A.

Accordingly, Resolution 1 seeks shareholder approval for the ratification of the issue of shares undertaken by the Company on 23 April 2015, and the Company provides the following information pursuant to the requirements of ASX Listing Rule 7.5:

• (a) the total number of fully paid ordinary shares in the Company that were issued is 26,923,078;

• (b) the Shares were issued at a price of $0.026 (2.6 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 were raised to enable the Company to accelerate the expansion of its 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.

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.

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Resolutions 2 and 3: Approval to Issue Convertible Notes to Directors of the Company (and the issue of new Shares on the conversion of all or any of the Notes)

BACKGROUND

On 10 August 2015, the company announced that it had entered into facility agreements (Facility Agreements) with entities associated with two of its Directors for the provision of finance of up to $600,000 to the Company. Under the terms of the Agreements, Sieana Pty Ltd ( Sieana ), an entity associated with Mr Tom Kiing, and Jeff Kennett Pty Ltd ( JK ), and entity associated with the Honourable Jeffrey Kennett AC (collectively Lenders ), have each agreed to provide a finance facility of up to $400,000 and $200,000 respectively. The funds available under those facilities are available to be drawn upon at the election of the Company. At the date of this notice, the Company has drawn down a total of $400,000 on those facilities.

The key terms of the Facility Agreements are as follows:

• The funds provided under each facility are available to the Company for a period of 18 months (with any outstanding balance repayable in full after that date);

• Interest accrues at a rate of 5% per annum on any outstanding balances (payable or capitalised monthly, at the election of the Company); and

• There are no minimum repayments required during the term and any repayments of amounts drawn down (or interest thereon) during the availability period is at the Company’s election.

In addition to the provision of the finance facilities under the Facility Agreements, the Company proposes to enter into an agreement with the Lenders for the issue of convertible notes (Notes) to the Lenders, which convertible notes would be issued in satisfaction of the Company’s obligations to repay the finance provided under the Facility Agreements. Accordingly, the Company is seeking shareholder approval to issue Notes to each Lender, being related parties of the Company, in an amount equal to the total outstanding balance of the facilities at the time of obtaining such shareholder approval, being a maximum of $600,000 plus any accrued but unpaid interest as at that date. The Company is also seeking shareholder approval for the issue of ordinary fully paid shares to each of the Lenders upon conversion of the Notes, on the terms summarised below.

ASX Listing Rule 10.11 requires an entity to obtain shareholder approval, by ordinary resolution, prior to the issue of equity securities (which includes securities convertible into ordinary shares) to a related party of the Company. Each of Sieana and JK are related parties of the Company by virtue of being companies controlled by the Directors of the Company, namely Tom Kiing and the Honourable Jeffrey Kennett AC, respectively.

Further, ASX Listing Rule 7.1 provides that, subject to specified exceptions, shareholder approval is required for any issue of, or agreement to issue, equity securities (including securities with rights of conversion to shares or other equity securities) during any twelve month period if the number of securities to be issued (or if convertible securities, the maximum number of ordinary securities into which the convertible securities can be converted) exceeds 15% of the number of ordinary securities on issue at the commencement of that twelve month period. Exception 14 of Listing Rule 7.2 provides that shareholder approval obtained under Listing Rule 10.11 exempts such issue of securities from requiring approval under Listing Rule 7.1

Accordingly, Resolutions 2 and 3 seek approval pursuant to Listing Rule 10.11 for the issue of the Notes to the Lenders as related parties of the Company together with approval for the issue of any ordinary shares to those entities upon conversion of the Notes, in accordance with their terms.

Resolution 2 – Approval to Issue Convertible Notes to Sieana Pty Ltd, an entity associated with Director of the Company, Mr Tom Kiing) (and the issue of new Shares on the conversion of all or any of the Notes)

ASX Listing Rule 10.13 sets out certain information which must be included in a notice of meeting seeking approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 2:

• (a) the related party is Sieana Pty Ltd, being a company controlled by Mr Tony Kiing, a Director of the Company;

• (b) the maximum number of Notes to be issued by the Company to Sieana is 4,025 Notes (determined by reference to the maximum amount which may be drawn down under the Facility Agreement, together

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with the maximum interest which may accrue, divided by 100). The maximum number of shares which may be issued on conversion of the Notes will be equal to the total face value of the Notes divided by the conversion price of $0.02 (2 cents) which equates to up to 21,125,000 fully paid ordinary shares. However, the Company and Sieana have agreed that the number of shares which may be issued on conversion of the Notes will be capped such that no shares will be issuable on conversion to the extent that such issue of shares would require the approval of shareholders pursuant to Section 606 of the Corporations Act 2001 (Cth) ( Control Cap ). Any Notes which are not converted by virtue of the Control Cap will be redeemed in accordance with their terms. The relevant interest of Mr Tom Kiing, as at the date of this notice, is set out on page 8 of this Explanatory Statement;

• (c) the Notes will be issued not later than five days after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) each Note will be issued at a face value of $100 per Note (with the principal amount subscribed for all Notes being a maximum of $400,000 plus accrued interest thereon, if any). No additional amount will be payable at the time when the Notes are converted. The proceeds from the issue of the Notes will be used to repay the Company’s obligations under the Facility Agreements such that the total of the debt due to Sieana, by the Company, under the Facility Agreement shall be nil. As announced on 10 August 2015, the funds received under the Facility Agreement were used to support the Company’s expansion of its growing base of law content contributors and to support overall marketing activities and other working capital requirements; and

• (e) the Notes will be issued on and subject to the terms described further below.

Resolution 3 – Approval to Issue Convertible Notes to Jeff Kennett Pty Ltd, a company associated with Director of the Company, the Honourable Jeffrey Kennett AC (and the issue of new Shares on the conversion of all or any of the Notes)

ASX Listing Rule 10.13 sets out certain information 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 Resolution 2:

• (a) the related party is Jeff Kennett Pty Ltd a company controlled by the Honourable Jeffrey Kennett AC, being a Director of the Company;

• (b) the maximum number of Notes to be issued by the Company to JK is 2,011 Notes (determined by reference to the maximum amount which may be drawn down under the Facility Agreement, together with the maximum interest which may accrue, divided by 100). The maximum number of shares which may be issued on conversion of the Notes will be equal to the total face value of the Notes divided by the conversion price of $0.02 (2 cents) which equates to up to 10,055,000 fully paid ordinary shares. However, the Company and JK have agreed that the number of shares which may be issued on conversion of the Notes will be capped such that no shares will be issuable on conversion to the extent that such issue of shares would require the approval of shareholders pursuant to Section 606 of the Corporations Act 2001 (Cth) ( Control Cap ). Any Notes which are not converted by virtue of the Control Cap will be redeemed in accordance with their terms. The relevant interest of the Honourable Mr Jeffrey Kennett AC, as at the date of this notice, is set out on page 8 of this Explanatory Statement;

• (c) the Notes will be issued not later than five days after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) each Note will be issued at a face value of $100 per Note (with the principal amount subscribed for all Notes being a maximum of $200,000 plus accrued interest thereon, if any). No additional amount will be payable at the time when the Notes are converted. The proceeds from the issue of the Notes will be used to repay the Company’s obligations under the Facility Agreements such that the total of the debt due to JK, by the Company, under the Facility Agreement shall be nil. As announced on 10 August 2015, the funds received under the Facility Agreement were used to support the Company’s expansion of its growing base of law content contributors and to support overall marketing activities and other working capital requirements; and

• (e) the Notes will be issued on and subject to the terms described further below.

TERMS OF THE NOTES

The terms of the Notes are summarised below:

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Subscription Price

The Subscription Price of the Notes is $100 per Note.

Payment of the Subscription Price

The Company has already entered into Facility Agreements with Sieana Pty Ltd and Jeff Kennett Pty Ltd and the Subscription Price of the Notes will be settled by way of satisfaction of the loan balances outstanding at the time the Notes are issued.

Interest

Interest accrues on the face value of the Notes at 5.00% per annum from (and including) the issue date to the earlier of:

• (a) the Maturity Date, being the 12 month anniversary of the issue date; or

• (b) the date of conversion of the Notes ( Conversion Date ) ; or

• (c) the date of redemption of the Notes ( Redemption Date ).

Interest accrues quarterly in arrears on the last Business Day of each calendar quarter during the term of the Notes and any accrued but unpaid amount of such interest shall be capitalised. The balance of any interest capitalised which remains unpaid as at the Maturity Date may either be repaid in cash on the Conversion Date or Redemption Date (as applicable) or, subject to shareholder approval at that time may be convertible into ordinary shares in the Company (at the Company’s election).

Security

The Notes are unsecured, direct, general and unconditional obligations of the Company which rank pari passu among themselves and will at all times rank pari passu with all other present and future unsecured obligations of the Company. The Redemption Amount ranks for repayment in priority to the rights of any Shareholders and holders of any other convertible securities issued (but ranks equally with other noteholders and with all other unsecured debts owed by the Company) and behind all secured creditors of the Company. The shares to be issued upon conversion of the Notes (if any) shall be ordinary fully paid shares which shall rank equally with all other ordinary fully paid shares on issue in the Company.

Conversion

On or before the Maturity Date (or such earlier date mutually agreed in writing), the noteholder may elect to convert any or all of the Notes in to ordinary fully paid shares in the Company, at the Conversion Price, by the delivery of a Conversion Notice to the Company. After the Maturity Date, and not later than 5 Business Days thereafter, the Company may elect to convert any or all of the Notes, not already converted or redeemed, in to ordinary fully paid shares in the Company, at the Conversion Price, by the delivery of a Conversion Notice to the noteholder.

Conversion Price

The number of new Shares into which the Notes may be converted is equal to the aggregate Subscription Price for the Notes that are to be converted (as specified in the Conversion Notice) divided by the Conversion Price.

The Conversion Price for each Note will be fixed at $0.02, being a premium to the price of the Company’s shares quoted on the ASX as at the date of this notice.

Maturity Date

The maturity date of the Notes will be the 12 month anniversary from the Subscription Date.

Unless previously converted or redeemed by mutual agreement between the Company and the noteholder, then the noteholder may, on the Maturity Date elect to convert or redeem the Notes or any of them, by provision of written notice to the other party in accordance with the terms and conditions of the Notes. The Company must elect, after the Maturity Date and not more than 5 Business Days thereafter to convert or

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redeem all of the Notes not previously converted or redeemed, by provision of written notice to the Company in accordance with the terms and conditions of the Notes.

Entitlements

The Notes entitle each holder to receive all notices, reports, accounts and other documents required to be provided to Shareholders and to attend any general meeting of Shareholders.

Unless converted into Shares prior to the relevant record date for determining entitlements, the Notes will not carry any entitlement to vote at a general meeting of Shareholders, to receive any dividends or to participate in any future issues of securities by Primary Opinion.

Any new Shares in the capital of Primary Opinion issued pursuant to a Conversion Notice will be fully paid, free from any encumbrance and will rank equally and have attached to them the same rights, privileges, limitations and conditions as the existing Shares on issue in the capital of Primary Opinion.

Transferability

The Holder is not entitled to transfer the Notes and Ordinary Shares issued pursuant to conversion of a Note unless it has complied with any applicable requirements of Chapter 6D of the Corporations Act. Further, each of the noteholders has covenanted and agreed with the Company that it shall not deal in any ordinary shares issued on conversion of the Notes to the extent that such dealing is subject to or prohibited by any applicable trading restrictions thereon, including the application of the Company’s share trading policy.

ASX listing

The Notes will not be quoted on ASX or any other securities exchange. Primary Opinion is required to apply to ASX for, and use its best endeavours to obtain, official quotation on ASX of the new Shares issued on the conversion of the Notes on or before the relevant Conversion Date. Primary Opinion is also required to promptly take all action required to ensure that the new Shares are freely tradeable in Australia.

Current shareholding of related Directors

Name	Shareholding	Relevant Interest (%)
The Honourable Jeffrey Kennett AC	7,353,172 Fully Paid Ordinary Shares	5.14%
Mr Tom Kiing	28,702,952 Fully Paid Ordinary Shares	20.08%

Chapter 2E of the Corporations Act 2001

The proposed grant of Notes under Resolutions 2 and 3 to the respective Director related entities involves giving a financial benefit to related parties for the purposes of Chapter 2E of the Corporations Act 2001. Chapter 2E prohibits the Company from giving a financial benefit to a related party of the Company unless either:

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provision; or (b) prior shareholder approval is obtained for the giving of the financial benefit.

Mr Burke, a Director of the Company and only independent Director to these resolutions, believes that the issue of the Notes to the related entities of Mr Kiing and the Honourable Jeffrey Kennett AC is appropriate and reasonable in all circumstances, as they are being issued as satisfaction of outstanding loan funds which were entered into on substantially better terms than those available to the Company from commercial lenders and the Notes are subject to a fixed conversion price which is set at a premium to the price of the Company’s shares quoted on the ASX as at the date of this notice and the Agreements are otherwise on arms’ length terms. Therefor the Company considers that the grant of the Notes comes within section 210 of the Corporations Act 2001, and shareholder approval is not required for that purpose.

Recommendation

The Directors decline from making a recommendation on the issue of Notes.

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Voting Exclusion

The Company will disregard any votes cast on resolution 2 by Mr Kiing and any of his associates.

The Company will disregard any votes cast on resolution 3 by the Honourable Mr Kennett AC and any of his associates.

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 10.00am on 26 September 2015) to the following address or facsimile number:

Primary Opinion Limited The Registrar Level 4, 100 Albert Road Computershare Investor Services Pty Ltd South Melbourne, Victoria 3205 GPO Box 242 AUSTRALIA Melbourne VIC 3001 Ph: +61 3 9692 7222 AUSTRALIA Ph: 1300 85 05 05 Fax: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

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.

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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.

GLOSSARY

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

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. 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 Monday 28 September 2015 at 10.00am. 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

Justin Mouchacca Company Secretary

28 August 2015

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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 10.00am (Melbourne time) on Saturday 26 September 2015

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 A proxy need not be a securityholder of the Company. overleaf.

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

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

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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. I 9999999999 I ND

Proxy Form

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Primary Opinion Limited hereby appoint the Chairman OR of the Meeting

Please mark to indicate your directions

XX

 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, Victoria, 3121 on Monday, 28 September 2015 at 10.00am (Melbourne time) 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.

			For	Again	st Abstain
Item	1	Ratification of Prior Share Issue
Item	2	Approval to Issue Convertible Notes to Directors of the Company - Sieana Pty Ltd

Item 3 Approval to Issue Convertible Notes to Directors of the Company - Jeff Kennett Pty Ltd

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.

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