PRIMARY OPINION LIMITED ACN 092 817 171

Notice of General Meeting

Time of meeting: 2:00pm (Melbourne time) Date of meeting: 24 June 2016 Location of meeting: The offices of Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne 3000

This Notice of General Meeting contains an Explanatory Memorandum and Proxy Form. Each of these documents should be reviewed in their entirety.

NOTICE OF MEETING

NOTICE IS GIVEN ( Notice ) that a General Meeting ( Meeting ) of the shareholders ( Shareholders ) of Primary Opinion Limited ACN 092 817 171 ( Company or POP ) will be held at 2:00pm (Melbourne time), 24 June 2016 at the offices of Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne 3000.

The Meeting is being held to inform Shareholders of the Company’s intention to acquire a 48% stake in Maggie Beer Products Pty Ltd ( MBP ) ( Proposed Transaction ) and to obtain approval from Shareholders for the Proposed Transaction. Approval from Shareholders will also be sought for various other aspects of the Proposed Transaction.

Each of the Directors considers that the Proposed Transaction is in the best interests of the Company.

The following documents comprise part of this Notice:

Explanatory Memorandum
Proxy Form

The Explanatory Memorandum sets out each of the resolutions to be put to Shareholders at the Meeting ( Resolutions ) and an explanation of each of those Resolutions.

The Proxy Form may be used by shareholders to appoint a proxy to vote on their behalf at the Meeting.

Shareholders are encouraged to read this Notice and each accompanying document in full to make an informed decision in respect of the Proposed Transaction.

AGENDA

The following business is to be transacted at the Meeting:

1 Resolution 1 - Change in nature and scale of activities

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

“That subject to the Conditional Resolutions being passed, and in accordance with Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to change the nature and scale of the Company’s activities as set out in the Explanatory Memorandum.”

For further details of the change in nature and scale, please see Section 2 of the Explanatory Memorandum.

Voting Exclusion Statement : the Company will disregard any votes cast by a person who might obtain a benefit and any associate of that person, except if that benefit is obtained solely in that person’s capacity as a Shareholder, if Resolution 1 is passed. 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, or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

2 Resolution 2 - Approval of acquisition of shares in MBP

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

“That subject to the Conditional Resolutions being passed, and in accordance with Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to acquire a 48% stake in MBP on the terms and conditions of the Shareholders’ Agreement and Share Sale Agreement.”

For further details of the Proposed Transaction, please see Section 3 of the Explanatory Memorandum.

3 Resolution 3 - Approval of offer of shares under a prospectus

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

“That, subject to the Conditional Resolutions being passed, and in accordance with Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 500 million fully paid ordinary shares in the capital of the Company for an issue price of $0.04 per share, to raise up to $20 million, pursuant to a prospectus and on such other terms and conditions as set out in the Explanatory Memorandum.”

For further details of the capital raising, please see Section 4 of the Explanatory Memorandum.

Voting Exclusion Statement : the Company will disregard any votes cast by a person who may participate in the proposed issue and who might obtain a benefit and any associate of that person, except if that benefit is obtained solely in that person’s capacity as a Shareholder, if Resolution 2 is passed. 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, or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

4 Resolution 4 - Ratification of placement

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

“That for the purpose of Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, shareholders approve, ratify and confirm the allotment and issue of 43,287,000 fully paid ordinary shares in the Company, issued on 1 April 2016 pursuant to Listing Rules 7.1 and 7.1A, at an issue price of $0.03 (3 cents) per share to professional and sophisticated investors.”

For further details of the previous raising, please see Section 5 of the Explanatory Memorandum.

Voting Exclusion Statement: the Company will disregard any votes cast by a person who participated in the issue (a Participating Party ) and any associate of a Participating Party. 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, or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

5 Resolution 5 - Approval of Employee Share Plan

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

“That the Employee Share Plan be approved and that for the purposes of Exception 9(b) of Listing Rule 7.2 and for all other purposes, the issue of securities under the Employee Share Plan within three years from the date of this resolution be an exception to Listing Rules 7.1 and 7.1A.”

For further details of the Employee Share Plan, please see Section 6 of the Explanatory Memorandum.

Voting Exclusion Statement : the Company will disregard any votes cast by a person who is a Director or any associate of a Director, except if the Director is ineligible to participate in the Employee Share Plan.

6 Resolution 6 - Approval of Director participation in Employee Share Plan

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

“Subject to Resolution 6 being passed, that for the purposes of Listing Rule 10.14 and for all other purposes, the Shareholders authorise and approve the grant by the Company to Mr Antony Robinson (or his nominee) of 8,750,000 Shares in the Company under the Employee Share Plan and on the terms and conditions described in the Explanatory Memorandum.”

For further details of the proposed grant of Shares to Mr Antony Robinson, please see Section 7 of the Explanatory Memorandum.

7 General business

To consider any other business as may be lawfully put forward in accordance with the Constitution.

By order of the board

Melanie Leydin Company Secretary 26 May 2016

Notes to the Notice of Meeting

Eligibility to vote

For the purpose of determining a person’s entitlement to vote at the Meeting, a person will be recognised as a Shareholder if that person is registered as a Shareholder at 7:00 pm (Melbourne time) on 22 June 2016.

Proxies

Shareholders who are entitled to attend and vote at the Meeting may appoint a person as their proxy to attend and vote at the Meeting on their behalf. A proxy need not be a Shareholder of the Company.

To be valid, a Proxy Form:

(a) must be received by the Company no later than 2:00 pm (Melbourne time) on 22 June 2016 at Computershare Investor Services Pty Ltd at GPO Box 242 Melbourne, Victoria 3001, Australia, alternatively the Proxy Form may be sent by facsimile to (within Australia) 1800 783 447 or (outside Australia) +61 3 9473 2555; and
(b) must be duly completed.

If the Proxy Form is signed by the Shareholders’ attorney, the power of attorney under which the Proxy Form is signed (or a certified copy) must be received by the Company by no later than 2:00 pm (Melbourne time) on 22 June 2016.

Body corporate representative

Shareholders who are bodies corporate and who are entitled to attend and vote at the Meeting, or a validly appointed proxy who is a body corporate and who is appointed by a Shareholder entitled to attend and vote at the Meeting, may appoint a person to act as its representative at the Meeting by providing that person with:

(a) a letter or certificate, executed in accordance with the body corporate’s constitution, authorising the person as the representative; or
(b) a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative.

Conditionality of Resolutions

Many of the Resolutions are conditional on one or more other Resolutions beings passed. This means that even if a Resolution is passed, it will not be effected by the Company without the other Resolutions required to be passed being passed. Even if all the Resolutions are passed, the Proposed Transaction is dependent on various other things occurring, such as raising sufficient funds under the Capital Raising.

Further information

For detailed information in relation to each Resolution set out in the Notice, please see the Explanatory Memorandum accompanying this Notice.

EXPLANATORY MEMORANDUM

1 Background

The information set out in this Explanatory Memorandum is provided to the Shareholders of the Company in connection with the business to be considered at a General Meeting of the Shareholders to be held at the offices of Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne 3000 on 24 June 2016 commencing at 2:00 pm (Melbourne time).

The Meeting has been called to enable the Directors to seek approval from the Shareholders for a range of Resolutions to progress the next phase of the Company’s development.

The Company intends to realign its focus away from the information technology sector to the food and beverage industry. POP’s vision is for the Company to become synonymous with premium foods and beverages. In pursuing this vision, the Company has entered into an Implementation Agreement under which it will, subject to a number of steps occurring, acquire a 48% equity stake in Maggie Beer Products Pty Ltd ( MBP ).

MBP is a privately owned business based in the Barossa in South Australia. The current strategy for MBP is “making premium food products under the Maggie Beer brand for retailing in Australia through major supermarkets, independent supermarkets, gourmet food stores and online.”

The Proposed Transaction involves several components including:

(a) the Company acquiring a 48% stake in MBP through a transfer of shares from the current shareholder of MBP and an issue of shares by MBP;
(b) undertaking a capital raising;
(c) the appointment of Mr Antony Robinson to the board of MBP; and
(d) implementing an Employee Share Plan under which certain MBP employees will be issued Shares.

Shareholders should read this Explanatory Memorandum and the Notice of Meeting in full before deciding how to vote on the Resolutions set out in the Notice of Meeting.

Capitalised terms used in this Explanatory Memorandum and the Notice of Meeting are defined in Section 7.

2 Resolution 1 - Change in nature and scale of activities

2.1 Resolution

The Company is seeking Shareholder approval to change the nature and scale of its activities. The Company has no businesses which are presently generating revenue. If approval is obtained, the Company proposes to focus on the food and beverage market.

2.2 Applicable Listing Rules

Listing Rule 11.1 requires that an entity proposing to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable and before make that change.

Pursuant to Listing Rule 11.1.2, the ASX may require an entity to obtain shareholder approval. Given the considerable shift in focus involved in the Company’s changing business strategy and the Proposed Transaction, ASX has informed the Company that it must obtain Shareholder approval and re-comply with Chapters 1 and 2 of the Listing Rules (as required by Listing Rule 11.1.3).

In accordance with ASX Guidance Note 12, the Company’s Shares will be suspended from the beginning of the day on which the Meeting is held until the requirements of Chapter 1 and 2 of the Listing Rules have been met.

2.3 Further Information

As foreshadowed to Shareholders in 2015, the Company has been exploring business opportunities to strengthen the Company and intended to focus on acquisitions that could accelerate growth and deliver value to Shareholders.

The Directors believe that the best way to accelerate growth is to shift the Company’s focus to the food and beverage market, with a particular focus on premium products. POP intends to acquire businesses in the food and beverage industry, whether they manufacture or distribute the products themselves or are businesses which are complementary to the food and beverage industry.

The Directors believe that with continued population growth, there will be growing demand for food and beverages from the domestic market and demand for more health and premium foods as incomes rise and consumer preferences shift. In addition, Australian made products are becoming more popular overseas, particularly in Asia and more specifically in China. The Directors believe this means there is a significant opportunity to manufacture food and beverage products for overseas markets. Illustrating this is the South Australian Government having nominated the export of premium food and wine as one of its top ten economic priorities. There are many examples of ASX listed companies that have been able to create significant shareholder value through investing in and executing on a branded food or beverage strategy – Bellamy’s Australia Limited and A2 Milk Company Limited are but two examples.

The Proposed Transaction is the Company’s first step in realising its new business strategy.

Resolution 1 therefore seeks Shareholder approval for a change to the nature and scale of the Company’s activities.

Upon re-complying with Chapters 1 and 2 of the Listing Rules, the Company will be a food and beverage company, which is intent on becoming synonymous with premium food and beverage products, and complementary goods and services.

2.4 Directors Recommendation

The Board unanimously recommends that the Shareholders vote in favour of Resolution 1.

3 Resolution 2 - acquisition of shares in MBP

3.1 Resolution

As previously disclosed to the market, the Company has entered into an Implementation Agreement pursuant to which it has agreed to acquire 48% of the ordinary shares on issue in MBP, subject to the completion of various steps including obtaining Shareholder approval. It is anticipated that the Proposed Transaction will be completed in July 2016.

Resolution 2 seeks Shareholder approval for the proposed acquisition.

3.2 Applicable Listing Rules

Listing Rule 11.1 requires that an entity proposing to make a significant change, either directly or indirectly, to the nature or scale of its activities, must provide full details to ASX as soon as practicable and before it makes that change.

Pursuant to Listing Rule 11.1.2, the ASX may require an entity to obtain shareholder approval. ASX has informed the Company that it must obtain Shareholder approval for the Proposed Transaction and re-comply with Chapters 1 and 2 of the Listing Rules (as required by Listing Rule 11.1.3).

3.3 Further Information

(a) Rationale for the Proposed Transaction

The Board has for some time sought appropriate investments for the Company to maximise returns to Shareholders. The Board considers that the Proposed Transaction is a significant opportunity to maximise Shareholder value.

The Board considers MBP to be an important part of its new business strategy, given its strong national brand presence and association with premium products of high quality.

MBP is well-established and profitable. Maggie Beer, an iconic figure in the Australian premium food industry, founded the business on the principle of sourcing local produce to create quality products. She has led, and continues to lead, a highly skilled workforce and management team.

The Board believes the Company is well placed to assist in funding MBP’s existing business plan for manufacturing improvement, product rationalisation and product enhancement and growth.

As part of the Proposed Transaction, Mr Antony Robinson will join the board of MBP.

(b) About MBP

MBP is a privately owned business established in 1996 and based in the Barossa in South Australia. The current strategy for MBP is to manufacture premium products under the Maggie Beer brand for retailing in Australia through major supermarkets, independent supermarkets, gourmet food stores and online.”

Maggie Beer is an iconic figure in the Australian premium food industry and is a well-known cook, author and television presenter. In 2010 Maggie Beer was awarded the Senior Australian of the Year and in the Australia Day Honours of 2012, Maggie Beer was appointed a Member of the Order of Australia (AM), "for service to the tourism and hospitality industries as a cook, restaurateur and author, and to the promotion of Australian produce and cuisine”.

MBP produces premium food products either through its owned manufacturing capabilities or under contract manufacturing arrangements with third parties. Critical to the production of each product is quality locally sourced and seasonal ingredients. Quality control, both internally and at contract manufacturers is critical to the success of the business.

MBP is currently owned by Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust, an entity associated with Maggie and Colin Beer.

Historical financial position and performance of MBP

The historical financial information of MBP has been extracted from the audited special purpose financial statements for MBP for the 12 months ended 30 June 2014 (FY2014) and 30 June 2015 (FY2015), and reviewed special purpose financial statements of MBP for the 6 months ended 31 December 2015 (HY2015). The audit opinions for 30 June 2014 and 2015 have been qualified as follows:

30 June 2014 – non-attendance at stock takes for 30 June 2013 and 2014 as well as, no audit being undertaken on the 30 June 2013 financial statements and the potential impact that this may have to the 30 June 2014 profit; and
30 June 2015 – the effect of non-attendance at the 30 June 2014 stock take and the impact that this may have on the profit and cash flow for the year ended 30 June 2015.

The financial statements were prepared for use by the directors of MBP and members of MBP.

The Company and its advisers, in conjunction with MBP, have reviewed the qualifications and undertaken limited additional work to address any errors that may have arisen from the audit qualification. Overall, the qualifications are due to the MBP auditors being unable to obtain sufficient and appropriate audit evidence, mainly due to being appointed on 3 July 2015. The consequence of this review has resulted in a number of adjustments which are required to normalise the effect of any potential error arising due the scope limitation. The financial information set out in this section 3.3 will be subject to further review for the purposes of the Prospectus and as a result there may be differences between the normalised earnings as described in this section and that included in the prospectus.

The information is a summary only and does not contain the disclosures provided in annual financial reports in accordance with the Corporations Act. Amounts have been rounded to the nearest $1,000. The past performance of MBP is not a guide to its future performance.

Statement of normalised profit or loss and other comprehensive income

($'000)	Year Ended	Year Ended	Half Year Ended
	30 Jun 2014 (Audited)	30 Jun 2015 (Audited)	31 Dec 2015 (Reviewed)
Revenue Cost of Goods Sold Gross Profit *Gross Profit Margin (%)* Other Income Marketing Expenses Sales Expenses Administration Expenses New Product Development Expenses Operation Expenses Total Expenses EBITDA Depreciation & Amortisation EBIT Interest Paid Interest Received NPBT Income Tax (Expense)/Benefit NPAT
	18,439	18,381	10,322
	(11,286)	(11,352)	(6,011)
	7,153	7,029	4,311
	39%	38%	42%

	53	52	84

	(867)	(865)	(553)
	(722)	(826)	(349)
	(2,260)	(2,013)	(940)
	(438)	(522)	(224)
	(1,667)	(1,678)	(1,062)
	(5,954)	(5,903)	(3,128)

	1,252	1,178	1,267

	(141)	(210)	(166)
	1,111	968	1,101

	(143)	(139)	(65)
	1	1	-
	969 (131) 838	830 (249) 581	1,036 (311) 725

A reconciliation of the statutory net profit after tax is presented below:

($'000)	Notes	Year Ended	Year Ended	Half Year Ended
		30 Jun 2014 (Audited)	30 Jun 2015 (Audited)	31 Dec 2015 (Reviewed)

Statutory NPAT		810	260	727
Impact of 30/06/2013 Balance Sheet Adjustments Legal Costs Fixed and Intangible Asset Expense Restructure of Senior Management Insurance and Inventory Write-off Brand Refresh Discretionary costs Tax Impact	1 2 3 4 5 6 7 8	60 27 66 (180) 37 - 38 (20)	- 174 102 (106) 219 - 52 (121)	- - - (90) - 88 5 (5)
Total Normalisation Adjustments		(32)	321	(2)

Normalised NPAT		838	581	725

Note 1: The audit report for FY2014 contained a qualification on the closing balance sheet as at 30 June 2013, which impacts the financial statement of profit and loss and other comprehensive income for FY2014. This adjustment reflects the impact of additional procedures which have since been performed, to the best ability of management of MBP, to address the qualification in the FY2014 audit report.

Note 2: One-off legal costs incurred in relation to an investigation into the packaging of a particular range of products.

Note 3:

Accelerated depreciation charge and loss on disposal of intangible asset.

Note 4: The net impact on the historical profit and loss of restructure of senior management of MBP.

Note 5: One-off expense relating to write off of inventory following completion of a stock take and stock damaged by a previous freight supplier.

Note 6: One-off marketing spend on a re-design and branding of a particular product line.

Note 7: Discretionary expense (donation) by the Company.

Note 8: Adjustment to reflect an income tax payable equivalent to 30% of normalised net profit before tax.

Pro forma statement of financial position – MBP

	As at 31 December 2015	As at 31 December 2015	As at 31 December 2015	As at 31 December 2015
($'000)	MBP (Reviewed) Note 1	Pre Acquisition Restructure Note 2	Impact of the Acquisition Note 3	Pro Forma (Post Acquisition)
Cash and cash equivalents Trade and other receivables Inventories Current tax assets Other current assets Total Current Assets Property, plant and equipment Deferred tax assets Intangibles Total Non-Current Assets	138 3,344 1,496 111 107 5,196 1,555 83 - 1,638	(1,480) - - - - (1,480) - - 5,000 5,000	10,000 - - - - 10,000 - - - -	8,658 3,344 1,496 111 107 13,716 1,555 83 5,000 6,638
Total Assets	6,834	3,520	10,000	20,354
Trade and other payables Borrowings Current tax liabilities Provisions Other financial liabilities Related party loans Total Current Liabilities Provisions Borrowings Other non current liabilities Total Non Current Liabilities	2,159 1,915 - 436 - 660 5,170 100 84 - 184	- - - - - - - - - - -	- - - - - - - - - - -	2,159 1,915 - 436 - 660 5,170 100 84 - 184
Total Liabilities	5,354	-	-	5,354

Net Assets/(Liabilities)	1,480	3,520	10,000	15,000

The following notes set out the basis of preparation of the pro forma historical statement of financial position for MBP set out above:

Note 1: The reviewed special purpose financial statements of MBP as at 31 December 2015 as provided by MBP’s auditors have been adopted as the starting point for the preparation of the pro forma historical statement of financial position of MBP.

Note 2: Prior to the Proposed Transaction, Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust will transfer intellectual property to the value of $5 million to MBP in exchange for $5 million of shares in MBP.

In addition, it is anticipated that a dividend will be declared by MBP prior to completion of the Proposed Transaction, equivalent to the retained earnings in MBP, approximately $2 million. A pro forma adjustment of $1.48 million has been reflected above to illustrate the impact of such a dividend on the basis that the Proposed Transaction was to be completed on 31 December 2015. The balance of the dividend will be paid from profits for the period 1 January 2016 to 30 June 2016.

Note 3: On 10 May 2016 POP announced to shareholders an agreement to acquire a 48% equity stake in MBP. The investment comprises of:

a direct cash subscription of $10 million for the issue of new shares in MBP; and
cash consideration of $5 million paid to Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust for the transfer of existing shares in MBP.

It is anticipated that approximately $10.0 million of the subscription proceeds will be deployed over time to grow and expand MBP.

The Directors are not aware of any matter or circumstance that has significantly or may significantly affect the financial position of MBP after 31 December 2015 not already discussed above.

As set out in Resolution 3, the Company intends to issue up to 500 million fully paid ordinary shares, partly to satisfy $15 million consideration for the acquisition of a 48% interest in MBP, fund business activities of POP and future investments by POP and working capital requirements.

The following table shows the effect of the Capital Raising on issued share capital of the Company:

		Number	Percentage of
			Company’s total issued
			shares following all-share issues1
A	Current issued shares2	177,935,697	23.19%
B	Shares issued post 31 December 20153	89,232,000	11.64%
C	Maximum shares that may be issued under capital raising offer4	500,000,000	65.17%
	Total	767,257,697	100.00%

Percentages rounded to second decimal place.
Current shares on issue as per reviewed financial statements of POP for the 6 months ended 31 December 2015.
On 8 March 2016, 1 April 2016 and 11 May 2016 shares issued as part of the share purchase plan and conversion of notes, placement of shares, and further conversion of notes respectively.
This assumes that the full $20 million is raised under the capital raising and that the shares are issued at $0.04 per Share.

(d) Financial effect of Proposed Transaction and Capital Raising on Company

The pro forma historical statement of financial position set out below illustrates the expected financial effect of the Proposed Transaction and Capital Raising on the Company. The information is presented in abbreviated form and does not include all of the disclosures, statements or comparative information required by the Australian Accounting Standards applicable to the preparation of annual financial reports in accordance with the Corporations Act. The pro forma statement has been prepared on behalf of the Company. It will be reviewed by an independent accountant and a copy of the independent accountant’s report will be included in the Prospectus.

The pro forma historical statement of financial position is designed to assist investors in assessing the impact of material transactions by the Company subsequent to 31 December 2015, along with the proposed Capital Raising of up to $20 million and acquisition of 48% stake in MBP. It has been prepared for illustrative purposes only. Amounts have been rounded to the nearest $1,000. The actual statement of financial position of the Company will differ to that set out below.

Pro forma statement of financial position – POP

	As at 31 December 2015	As at 31 December 2015	As at 31 December 2015	As at 31 December 2015	As at 31 December 2015	As at 31 December 2015	As at 31 December 2015
($'000)	POP Note 1	Shares Issued Post 31 Dec Note 2	Employee Share Loan Plan Note 3	Pro Forma (Pre Offer & MBP)	Impact of MBP Investment Note 4	Impact of the Offer (Max.) Note 5	Pro Forma (Max.)
Cash and cash equivalents Trade and other receivables Other current assets Total Current Assets Deferred tax assets Investment in associate Total Non-Current Assets Total Assets Trade and other payables Other financial liabilities Total Current Liabilities Total Liabilities Net Assets/(Liabilities) Issued capital Reserves Retained earnings Total Equity	252 62 32 346 - - - 346 243 427 670 670 (324) 16,796 769 (17,889) (324)	1,824 - - 1,824 - - - 1,824 - (427) (427) (427) 2,251 2,427 (239) 63 2,251	- - - - - - - - - - - - - - 298 (298) -	2,076 62 32 2,170 - - - 2,170 243 - 243 243 1,927 19,223 828 (18,123) 1,927	(15,000) - - (15,000) - 15,000 15,000 - - - - - - - - - -	18,494 - - 18,494 452 - 452 18,946 - - - - 18,946 19,250 - (304) 18,946	5,570 62 32 5,664 452 15,000 15,452 21,116 243 - 243 243 20,873 38,472 828 (18,427) 20,873

The following notes set out the basis of preparation of the pro forma historical statement of financial position set out above:

Note 1: The reviewed consolidated statement of financial position of the Company as at 31 December 2015 (as set out in the appendix 4D – half year financial report that was lodged with ASX on 26 February 2016) has been adopted as the starting point for the preparation of the pro forma historical statement of financial position.

Note 2:

As per ASX announcements dated 8 March 2016, 1 April 2016 and 10 May 2016, the Company issued a total of 89,232,000 ordinary shares at a weighted average price of $0.027 per share to sophisticated and professional investors who took part in the Share Purchase Plan (SPP), under the placement and to two directors in relation to convertible notes. A further breakdown of these issued shares is below:

Shares Issued	Date of Issue	# Shares Issued	$ Per Share
SPP	8 March 2016	15,900,000	$0.03
Convertible Notes	8 March 2016	10,045,000	$0.02
Placement	1 April 2016	43,287,000	$0.03
Convertible Notes	10 May 2016	20,090,000	$0.02

The amount reflected above in the pro forma adjustment is net of any costs incurred.

Note 3: In addition to the Proposed Transaction and offer of Shares under the Prospectus, the Company plans to implement an Employee Share Plan which provides for loan funded Shares to be issued to various employees of POP and certain senior employees of MBP. The total number of Shares to be issued at this time under the Employee Share Plan is 21.75 million at $0.04 per share. The Employee Share Plan loan arrangement (most notably limited recourse aspect) gives rise to a share based payment within the scope of AASB 2 Share Based Payments . The impact of the Employee Share Plan is shown above as a pro forma adjustment.

The valuation of the Employee Share Plan has been performed using the Black Scholes valuation model to attain a call premium of $0.0137 per Share which is to be issued under the plan. The following table sets out the key metrics used in our valuation:

Input Metric	Data
Stock price (as at 12 May 2015)	$0.027
Exercise price	$0.027
Number of period until expiry	4 years
Compounded risk-free interest rate	2.04%
Standards deviation	65.33%

Note 4: The Company’s $15 million acquisition of 48% of the shares in MBP (consisting of direct investment into MBP of $10 million and $5 million purchase from the current shareholder of MBP, being Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust) has been deemed to be a non-controlling stake and as such the Directors of the Company have accounted for the investment in accordance with AASB 128 Investments in Associates . The investment is initially recognised at cost under the equity method as if the acquisition occurred as at 31 December 2015.

Note 5:

Pro forma adjustment reflects the impact of the Shares being issued under the offer set out in the Prospectus, assuming the following:

I. Shares will be offered at an issue price of $0.04 and will be fully subscribed up to 500 million ordinary Shares, raising $20 million. It is intended that an underwriter to the offer will be appointed who will be underwrite up to $16 million of the Capital Raising. It is anticipated that the underwriting fee will be 4% of the proceeds raised under the Capital Raising.
II. costs of the Proposed Transaction and Capital Raising have been estimated to be $1.51 million and comprises of:
(i) commission of $800,000 (being 4% of the maximum proceeds raised) payable to the underwriter;
(ii) fee of $200,000 payable to the underwriter; and
(iii) legal, accounting and other costs in the amount of $456,000.

The above costs of the Proposed Transaction and Capital Raising have been deducted from equity to the extent permitted by AASB 132 Financial Instruments , net of any deferred income tax benefit.

(e) Risks associated with Proposed Transaction

The future performance of the Company and the future investment performance of the Shares may be influenced by a range of factors. Many are outside the control of the Company.

The risks described below are not to be taken as exhaustive. The specific risks considered and others not specifically referred to may in the future materially affect the financial performance of the Company and the value of the Shares offered under the Prospectus. There are also general risks associated with any investment in Shares.

Risks specific to an investment in the Company

Shareholders should be aware of the risks specific to an investment in the Company arising from the Proposed Transaction. The major risks are as follows.

Business Strategy

There are risks inherent in the business strategy that Primary Opinion will pursue for the Company. The success and profitability of the Company depends on the ability of the Board to identify, execute and manage the business and investments which increase in value over time.

Shareholder Returns

The risk that the business and investments pursued by the Company may not result in a return to the Company and Shareholders and may result in a reduction in the net assets of the Company and potentially in the value of Shares in the Company.

Lack of diversification

If the Proposed Transaction is completed, the Company’s investment in MBP will be the only investment of the Company, at least in the short term. As such there is a risk that any other investment or business activity may take time to execute and the value of the Company will be dependent on the underlying performance of the single asset.

Liquidity of investments

The proposed investment in MBP is an investment in an unlisted business and accordingly the shares in MBP will not be traded in an organised public market and therefore may be illiquid. As a result, the Company may not be able to liquidate some or all of its investment in a time frame as required nor at a value that reflects fair value in response to specific events.

Dilution

The issue of Shares pursuant to the Capital Raising will result in a dilution to the interests of the existing Shareholders in the Company.

Economic conditions

The operating and financial performance of POP, its business and its investment in MBP is influenced by a variety of general domestic and world economic and business conditions, inflation, interest rates, exchange rates, access to debt and equity capital markets, and government fiscal, monetary and regulatory policies. A prolonged deterioration in any of the above factors may have a material adverse effect on the financial performance, financial position, cash flows, distributions and growth prospects of the Company.

Risks specific to the Company acquisition of an interest in MBP

As POP is acquiring 48% of MBP under the Proposed Transaction, the value of POP’s investment will be dependent on the performance of MBP. As such, Shareholders should be aware of the following risks relating to MBP.

Relationships with customers and suppliers

MBP has a number of commercial arrangements in place with its key customers and suppliers. The longevity of these relationships has enabled MBP to satisfy the product purchase orders of large scale customers, such as Woolworths and Aldi. While the Directors do not believe there is any current threat to the existing customer relationships, there is a risk that the loss of a major customer or supplier could result in a material reduction in profits for MBP.

MBP is in the process of reviewing its major customer and supply arrangements. MBP intends to reflect these arrangements in more detailed, legally binding documents, however there is a risk that this will not be achieved with all its major customers and suppliers. While MBP has a strong history of purchase orders with its retailer customers, without enforceable minimum product purchase amounts, there is a risk its retailer customers could reduce the volume of products that it sources from MBP which would have a materially adverse impact on MBP’ earnings.

Reputation and Brand

The success of MBP is largely reliant on its reputation and branding. There is a risk that an incident occurring beyond the control of MBP could have the effect of diminishing customer preference for and confidence in the company’s products. While it is difficult to quantify the impact, a loss of reputation may have a material adverse impact on the financial performance of MBP.

Regulations and compliance

MBP has licences, procedures and policies in place to ensure compliance with various legislative and regulatory food processing and manufacturing obligations. Despite having protection mechanisms in place, there is a risk that contamination, or the threat of contamination may lead to product recalls and liabilities to consumers. MBP maintains insurance cover in respect of a number of these risks, however amounts recovered under insurance policies may be insufficient to recover from the financial loss or damage to reputation caused by a contamination, or threat of contamination.

There is a risk that failing to comply with the regulations governing the manufacturing, processing and sale of food could result in revocation of the licences and permits MBP requires to operate its business. This risk may also apply if new laws or regulations are introduced which may impose additional or more onerous obligations on MBP’s manufacturing process. While the Directors do not believe any specific changes are being considered and MBP has a strong history of regulatory compliance, were this to occur it could materially affect revenue or increase operational costs.

Competition

MBP operates in a competitive market. There is a risk that existing competitors, new entrants, market initiatives and material changes in competition may result in sustained, material reduction in profit of MBP. Further, the ability of MBP to maintain and expand its business may be limited by any changes in competition.

Customer preferences

MBP may be affected by changes in consumer preferences, tastes and economic conditions. The Directors do not believe this is currently occurring in any material respect, however, if dietary preferences cause consumers to avoid MBP, there could be a material adverse impact on the financial performance of MBP.

Failure to attract and retain key personnel

A key driver of MBP’s performance is the recruitment and retention of effective and qualified employees. MBP may lose key management personnel and may face a delay in finding suitable replacements for lost personnel. The failure to attract and retain key personnel would have a materially adverse impact on MBP’s business. In particular, Maggie Beer is synonymous with MBP and were she to be unable or unwilling to continue in her role with MBP, this may have a material adverse impact on MBP.

(f) Method of acquisition

The Implementation Agreement sets out in detail the method by which the Company will acquire a 48% stake in MBP. The 48% stake proposed to be acquired by POP represents 5,907 ordinary shares in the share capital of MBP. MBP only has ordinary shares on issue.

The Company, Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust and MBP are parties to the Implementation Agreement. The Implementation Agreement sets out the various steps necessary to put the parties in a position to complete the Proposed Transaction. Some of the steps included in the Implementation Deed are:

the preparation of this Notice;
the holding of a general meeting at which certain resolutions, being the Resolutions in this Notice, are put to Shareholders for their approval;
the adoption of an Employee Share Plan by the Company;
the preparation of due diligence reports on each of the Company and MBP;
a capital raising by the Company of at least $20 million; and
satisfying ASX that the Company has recomplied with Chapters 1 and 2 of the Listing Rules.

During the time the steps are being completed, the Company and MBP must operate their respective businesses in the ordinary course.

Once the Capital Raising has been completed and ASX has notified the Company of its approval, the parties will enter into a shareholders’ agreement which governs the initial subscription by POP for shares in MBP and the relationship between the parties moving forward ( Shareholders’ Agreement) . Following this, the Company and Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust will enter into a share sale agreement ( Share Sale Agreement ), which provides for the acquisition of shares in MBP by POP.

The Company will subscribe for and be issued with 3,938 shares in MBP pursuant to the Shareholders’ Agreement. Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust will transfer 1,969 shares in MBP to POP pursuant to the Share Sale Agreement.

The total consideration for the 48% stake in MBP is $15,000,000.

Under the Shareholders’ Agreement, POP is entitled to appoint a director to the board of MBP. POP intends to appoint Mr Antony Robinson as director. The Shareholders’ Agreement specifies the Board majority required to make decisions on certain matters (such as MBP’s dividend policy) and, for specified significant matters (including capital raisings, approval of the business plan and budget and related party transactions), the majority must include the director appointed by POP. POP is unable to transfer its shares in MBP for the first three years, without the consent of the other shareholder (being Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust). After that time, each shareholder has pre-emptive rights over the shares held by the other. The Shareholders’ Agreement also imposes obligations on the shareholders of MBP to discuss potential co-investment opportunities and a restraint on POP from engaging in activities which would be likely to damage MBP’s brand, reputation or goodwill. POP is specifically permitted to disclose to ASX information received from MBP as necessary to enable POP to comply with its continuous disclosure obligations.

3.4 Directors Recommendation

The Board unanimously recommends that the Shareholders vote in favour of Resolution 2.

4 Resolution 3 - approval of offer of shares under a prospectus

4.1 Resolution

Resolution 3 seeks Shareholder approval for the Company to undertake a capital raising by way of an offer to the public of up to 500 million of Shares at an issue price of $0.04 each to raise up to $20 million (“ Capital Raising ”).

The offer to the public of Shares under the Capital Raising will be by way of a prospectus. It is expected that the prospectus will be available in June 2016.

4.2 Applicable Listing Rules

(a) Listing Rule 11.1

As described in section 2.2, the ASX has exercised its discretion pursuant to Listing Rule 11.1.3 to require the Company to meet the requirements in Chapters 1 and 2 of the Listing Rules as if it were applying for admission.

(b) Listing Rule 1.1 Condition 3

Listing Rule 1.1 Condition 3 requires a company to issue and lodge a prospectus with ASIC. The Prospectus to be issued by the Company pursuant to the Capital Raising is therefore a re-compliance prospectus for the purposes of Chapters 1 and 2 of the Listing Rules.

Listing Rule 2.1 sets out the conditions which must be met for quotation of the main class of securities of an entity seeking to be admitted to the official list of ASX. Condition 2 requires that the issue or sale price of all the securities for which the entity seeks quotation must be at least 20 cents. The Company will seek a waiver from Listing Rule 2.1 in order to meet the requirements of Chapters 1 and 2 of the Listing Rules.

(d) Listing Rule 7.1

Listing Rule 7.1 requires a publicly listed entity to obtain shareholder approval prior to issuing securities that represent more than 15% of its securities in a 12 month period. The maximum number of Shares to be issued under the Prospectus would represent 187% of the Company’s securities.

(e) Listing Rule 7.3

Listing Rule 7.3 requires a publicly listed entity issuing securities pursuant to Listing Rule 7.1 to include certain information in that entity’s notice of meeting in connection with the meeting at which shareholder approval under Listing Rule 7.3 is sought. That information is set out in section 4.3.

4.3 Further Information

The maximum number of Shares to be issued by the Company pursuant to the Capital Raising is 500 million. The issue price of each Share to be issued pursuant to the Capital Raising is $0.04.

The Company will issue and allot the Shares the subject of the Capital Raising on completion of the Capital Raising, subject to obtaining ASX approval, and in any event, no later than three months after the date of the General Meeting to be held in connection with this notice.

The Shares to be issued pursuant to the Capital Raising will be fully paid ordinary shares. Once issued, the Shares will rank equally with all Shares on issue.

The Company does not know to whom to it will issue Shares pursuant to the Capital Raising as there will be a general offer of the Shares to the public as well as an offer made to select brokers. The Company will select to whom it will issue Shares based on the application forms it receives and will be dictated by the minimum and maximum amounts which can be raised (as set out in the Prospectus). Subject to Resolution 4 being passed, the Directors may participate in the Capital Raising.

The funds raised pursuant to the Capital Raising are intended to be used by the Company as follows:

(a) $10 million will be used to acquire new shares to be issued by MBP under the Shareholders’ Agreement;
(b) $5 million will be used to acquire shares in MBP from Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust;
(c) the remaining balance of up to $5 million will be used to fund the costs of the raising, provide working capital for POP and for further investment in MBP, business activities undertaken by POP or investment by POP in other companies.

4.4 Directors Recommendation

The Board unanimously recommends that the Shareholders vote in favour of Resolution 3.

5 Resolution 4 - Ratification of placement

5.1 Resolution

The Company is seeking Shareholder approval to ratify the issue of 43,287,000 fully paid ordinary shares issued to professional and sophisticated investors on 1 April 2016 without shareholder approval as announced on 1 April 2016.

5.2 Applicable Listing Rules

Listing Rule 7.4 provides that a company may ratify a prior issue of shares made under Listing Rules 7.1 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. 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.

5.3 Further Information

The Company is seeking Shareholder approval pursuant to Resolution 5 for the ratification of the Shares which were issued on 1 April 2016 under Listing Rule 7.1, being 43,287,000 shares issued. Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to Listing Rule 7.4. For the purposes of Resolution 5, the Company provides the following information:

(a) the total number of fully paid ordinary shares in the Company that were issued is 43,287,000;
(b) the Shares were issued at a price of $0.03 (3 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 clients of Bell Potter being new and existing sophisticated and professional investors; and
(e) the funds raised will enable the Company to support overall marketing and business development activities as well as other working capital purposes.

5.4 Directors Recommendation

The Board unanimously recommends that the Shareholders vote in favour of Resolution 5.

6 Resolution 5 - Approval of Employee Share Plan

6.1 Resolution

The Company is seeking Shareholder approval for the Employee Share Plan ( ESP ) and that issues of securities made in the next three years under that Employee Share Plan be treated as an exception pursuant to Exception 9(b) of Listing Rules 7.2 to Listing Rules 7.1 and 7.1A.

6.2 Applicable Listing Rules

(a) Listing Rule 7.1

Listing Rule 7.1 prohibits a listed entity from issuing in any 12 month period new shares, or securities convertible to shares, which are equivalent in number to more than 15% of the total number of ordinary securities on issue at the beginning of the 12 month period without the prior approval of Shareholders, unless the issue of equity securities is an exception to Listing Rule 7.1.

(b) Listing Rule 7.1A Listing Rule 7.1A allows an eligible entity which has obtained the approval of its shareholders to have the additional capacity to issue, in any 12 month period, further equity securities which are equivalent in number to 10% of the total number of equity securities on issue at the beginning of the 12 month period, without the prior approval of shareholders.

Exception 9 of Listing Rule 7.2 allows a public company to issue equity securities if the company’s shareholders have approved the issue of securities under an employee incentive scheme as an exception to Listing Rules 7.1 and 7.1A within three years prior to the issue of the securities.

6.3 Further Information

The Company proposes to adopt the ESP pursuant to which the Company may lend money to eligible individuals to purchase shares in the Company.

The objects of the ESP are to:

(a) provide an incentive and to reward, retain and motivate participants;
(b) recognise the abilities, efforts and contributions of participants to the performance and success of the Company;
(c) provide participants with the opportunity to acquire or increase their ownership interest in the Company, in accordance with the ESP.

Pursuant to the proposed ESP, the Company may issue Shares to full time or part time employees, executives or Directors of the Company or any associated body corporate, or any other person who the board determines is eligible to participate in the ESP. An associated body corporate is defined as a related body corporate of the Company, a body corporate that has voting power in the Company of not less than 20% or a body corporate in which the Company has voting power of not less than 20%. This means that if the Proposed Transaction proceeds and the ESP is adopted, the Company may make offers of Shares under the ESP to certain employees of MBP. It is proposed that the Company will issue 13,000,000 Shares to certain senior employees of MBP if the Proposed Transaction completes, at the same price as Shares offered under the Prospectus.

The issue price payable in respect of the Shares offered under the ESP may be funded by a limited recourse, interest free loan from the Company on the terms and conditions set out in the ESP and associated loan agreement. The loan will be for a period determined by the Board at the time of issue of any Shares under the ESP, but will not exceed ten years. The loan will be repayable at the end of that period.

The Shares issued under the ESP carry with them the same rights to vote and receive dividends or capital distributions as other ordinary Shares of the Company which are on issue. However, the loan is repayable from dividends or capital distributions paid on the Shares or from the proceeds of sale or buy-back of the Shares. The Company may only have recourse to these amounts for repayment of the loan.

The Board may impose vesting conditions on the Shares granted to participants under the ESP. Vesting conditions may relate, for example, to continuing employment or the performance of the Company. If vesting conditions have been imposed, the Board may waive the vesting conditions, including in circumstances where a takeover offer is made for the Company.

Vested Shares are transferable if the associated loan has been repaid or will be repaid from the proceeds of sale. In addition, the loan in respect of Vested Shares may be repaid at any time. Unvested Shares are not transferable without the Board’s consent.

Shares issued under the ESP may be subject to forfeiture if a term of the loan agreement is breached or if the participant ceases to be employed. The Company can buy-back forfeited Shares or require the participant to transfer them as directed by the Company.

If the participant ceases employment, Unvested Shares will be forfeited but the Board may determine that the participant is entitled to retain their Vested Shares, provided the loan in respect of them is paid within 6 months (or 12 months if the participant has died) of the date of cessation of employment. If the loan is not repaid, the Vested Shares will also be forfeited.

If Unvested Shares are forfeited, the participant will have no right to any proceeds from the buy-back or sale of those Shares, which will be used to repay the loan or applied for the purposes of the ESP. If Vested Shares are forfeited, the balance of any proceeds from the buy-back or sale of those Shares, after repayment of the loan and costs of the buy-back or sale, will be paid to the participant.

As at the date of this Notice, the Company has not issued any shares under the ESP.

A copy of the ESP is contained in the Annexure to this Explanatory Memorandum.

6.4 Directors Recommendation

The Board unanimously recommends that the Shareholders vote in favour of Resolution 6.

7 Resolution 6 - Approval of Director participation in Employee Share Plan

7.1 Resolution

If approval for the ESP described in Section 6 is adopted, the Company seeks the approval of Shareholders to issue Shares under the ESP to Mr Antony Robinson, a non-executive director and Chairman of the Company.

7.2 Applicable Listing Rules

Listing Rule 10.14 prohibits a director of a publicly listed entity from acquiring securities under an employee incentive scheme without approval of the shareholders of the entity.

7.3 Further Information

Subject to approval from the Shareholders at this meeting, the Board proposes to grant to Mr Antony Robinson 8,750,000 Shares in the Company under the ESP.

The issue price payable in respect of the Shares, being $0.04 per Share, will be funded by a limited recourse, interest free loan from the Company on the terms and conditions set out in the ESP and associated loan agreement. The loan will be for a period of four years and will be repayable at the end of that period.

The Shares granted to Mr Robinson will vest over three years, with 3,750,000 vesting on issue, a further 2,500,000 vesting on the first anniversary of issue and the remaining 2,500,000 vesting on the second anniversary of issue. It is a condition of vesting that Mr Robinson is a director at the date of vesting. The Board may waive the vesting conditions, including in circumstances where a takeover offer is made for the Company.

Shares issued under the ESP may be subject to forfeiture if a term of the loan agreement is breached or Mr Robinson ceases to be employed. The Company can buy-back forfeited Shares or require Mr Robinson to transfer them as directed by the Company.

If Mr Robinson ceases employment, Unvested Shares will be forfeited but the Board may determine that he is entitled to retain his Vested Shares, provided the loan in respect of them is paid within 6 months (or 12 months if Mr Robinson has died) of the date of his cessation of employment. If the loan is not repaid, the Vested Shares will also be forfeited.

If Unvested Shares are forfeited, Mr Robinson will have no right to any proceeds from the buy-back or sale of those Shares, which will be used to repay the loan or applied for the purposes of the ESP. If Vested Shares are forfeited, the balance of any proceeds from the buy-back or sale of those Shares, after repayment of the loan and costs of the buy-back or sale, will be paid to Mr Robinson.

As the ESP has not yet been adopted, no other Director has received Shares pursuant to the ESP.

7.4 Directors Recommendation

The Board (with Mr Robinson abstaining) recommends that the Shareholders vote in favour of Resolution 7.

8 Glossary

ASIC means Australian Securities and Investments Commission.

ASX means Australian Securities Limited ABN 98 008 624 691.

Board means the board of the Directors of the Company from time to time.

Capital Raising means an offer to the public of up to 500 million of Shares at an issue price of $0.04 each to raise up to $20 million.

Company or POP means Primary Opinion Limited ACN 092 817 171.

Conditional Resolutions means each of Resolution 1, Resolution 2, Resolution 3 and Resolution 4.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means each of the directors of the Company, as appointed from time to time.

ESP means the proposed Employee Share Plan.

Explanatory Memorandum means this document.

Implementation Agreement means the Implementation Agreement between Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust, the Company and MBP dated 10 May 2016.

Listing Rules means the official rules of the ASX.

Meeting means the general meeting of members to be held in accordance with the Notice.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum.

Ordinary resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

Proposed Transaction means the Company’s proposed acquisition of a 48% stake in MBP.

Prospectus means the disclosure document issued by the Company pursuant to the Capital Raising.

Resolutions means each of the resolutions set out in the Notice.

Securities has the meaning given to that term in Chapter 19 of the Listing Rules.

Share means a fully paid ordinary share in the Company.

Shareholder means a registered holder of a Share.

Share Sale Agreement means the proposed Share Sale Agreement between Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust and the Company.

Shareholders’ Agreement means the proposed Shareholders’ Agreement between Beer Family Holdings Pty Ltd as trustee for The Beer Family Trust, the Company and MBP.

ANNEXURE - EMPLOYEE SHARE PLAN

Primary Opinion Limited ACN 092 817 171

POP Loan Funded Share Plan Rules

1	Introduction .................................................................................................................... 26
	1.1 Plan ........................................................................................................................................... 26
	1.2 Objects of Plan .......................................................................................................................... 26
	1.3 Consequences ........................................................................................................................... 26
	1.4 General Advice .......................................................................................................................... 26
2	Definitions and Interpretation ....................................................................................... 26
	2.1 Definitions and Interpretation ..................................................................................................... 26
	2.2 Words and expressions ............................................................................................................. 29
	2.3 Other rules of interpretation ....................................................................................................... 29
3	Duration of the Plan ....................................................................................................... 30
4	LF Shares........................................................................................................................ 30
5	Offer to participate ......................................................................................................... 30
6	Issue limitations ............................................................................................................. 31
7	Loans .............................................................................................................................. 31
8	Disposal restrictions ..................................................................................................... 32
9	Conditions generally ..................................................................................................... 32
10	Vesting Conditions ........................................................................................................ 33
11	Forfeiture Conditions .................................................................................................... 33
12	Change of Control .......................................................................................................... 34
13	Disposal of Shares or Buy-back ................................................................................... 34
14	Proceeds of disposal or Buy-back ............................................................................... 35
15	Rights attaching to Loan Funded Shares .................................................................... 35
16	Administration of the Plan ............................................................................................ 36
17	Appointment of Trustee ................................................................................................ 37
18	Listing Rules .................................................................................................................. 37
19	Alteration of the Plan ..................................................................................................... 38
20	Other schemes ............................................................................................................... 38
21	Effect of participation .................................................................................................... 38
22	Transaction costs and taxation .................................................................................... 38
23	Notices ............................................................................................................................ 39
24	Governing law ................................................................................................................ 39
	SCHEDULE – LOAN AGREEMENT ......................................................................... 40

POP Loan Funded Share Plan Rules  Page i

1 Introduction

1.1 Plan

The Plan is called the POP Loan Funded Share Plan.

1.2 Objects of Plan

The objects of the Plan are to:

(a) provide an incentive and to reward, retain and motivate Participants;
(b) recognise the abilities, efforts and contributions of Participants to the performance and success of the Group; and
(c) provide Participants with the opportunity to acquire or increase their ownership interest in the Group.

1.3 Consequences

Participation in the Plan has legal, financial and tax consequences. Participants should ensure that they understand those consequences before accepting an Offer.

1.4 General Advice

Advice (if any) given by or on behalf of the Company is general advice only. Participants should obtain their own independent advice (at their own expense) on the legal, financial, taxation and other consequences to them associated with participation in the Plan.

2 Definitions and Interpretation

2.1 Definitions and Interpretation

In these Rules, unless the context otherwise requires:

“ Acceptance ” means the acceptance of an Offer by the Eligible Individual in accordance with rule 5.3.

“ After-tax Amount ” means in respect of a financial year the dividend amount paid in cash by the Company multiplied by the After-tax Rate.

“ After-tax Rate ” means in respect of a financial year during which a Company dividend is paid on a Loan Funded Share, the rate that will be calculated as 1 minus the top marginal income tax rate for resident individuals for that year inclusive of Medicare Levy but exclusive of any Medicare Levy Surcharge.

“ Associated Body Corporate ” means each:

(a) related body corporate of the Company, within the meaning of section 50 of the Corporations Act;
(b) body corporate that has voting power in the Company of not less than 20%; or
(c) body corporate in which the Company has voting power of not less than 20%,

where “voting power” has the meaning in section 610 of the Corporations Act.

“ ASX ” means the Australian Securities Exchange Limited ACN 008 624 691.

“ Bad Leaver ” is a Participant who ceases to be employed by the Group and who the Board has determined has:

(a) breached any term of the Loan Agreement;
(b) committed any serious or persistent breach of any provisions of employment;
(c) been convicted of any criminal offence which involves fraud or dishonesty;
(d) engaged in any conduct which brings the Company into substantial disrepute;

POP Loan Funded Share Plan Rules  Page 26

(e) committed any wrongful or negligent act or omission which has caused the Company substantial liability;
(f) engaged in grave misconduct or recklessness in the discharge of the Participant’s duties;
(g) become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that, pursuant to the Corporations Act, may result in the Participant being banned from managing a corporation; or
(h) engaged in any other conduct which the Board reasonably considers to be analogous to, or having a substantially similar seriousness to, any of the circumstances specified in paragraphs (a) to (g) above of this definition.

“ Board ” means the board of directors of the Company or a person or committee to whom the Board has delegated authority in accordance with Rule 16.2.

“ Bonus Share ” means a Share issued as a part of a pro rata bonus issue to shareholders of the Company.

“ Business Day ” means a day other than a Saturday, Sunday or public holiday in Melbourne.

“ Buy-back ” means the procedure by which the Company may buy-back Shares held by Participants as specified under Rule 12.2.

“ Capital Reconstruction ” means any of the following events:

(a) the Company issues Shares by way of capitalisation of profits or reserves;
(b) the Company gives shareholders the right (pro-rata with existing shareholding and on terms including the payment of some consideration by the shareholders on exercising the right) to subscribe for additional Shares;
(c) the Company subdivides or consolidates its Shares;
(d) the Company returns issued capital to holders of Shares;
(e) the Company issues or cancels Shares on a pro-rata basis; or
(f) the Company reorganises its issued capital in any other manner (other than in lieu of dividends or by way of dividend reinvestment).

“ Change of Control Event ” has the meaning ascribed to it in Rule 12.1

“ Company ” means Primary Opinion Limited ACN 092 817 171.

“ Condition ” means any or all of the Vesting Conditions and Forfeiture Conditions.

“ Constitution ” means the constitution of the Company.

“ Control ” has the meaning given to that term by section 50AA of the Corporations Act.

“ Corporations Act ” means the Corporations Act 2001 (Cth).

“ Disposal Restriction ” has the meaning given to that term in Rule 8.1.

“ Eligible Individual ” means a full-time or part-time employee, executive or director of the Company or of any Associated Body Corporate or any other person who the Board determines is eligible to participate in the Plan.

“ Forfeiture Conditions ” has the meaning given to that term in Rule 11.1.

POP Loan Funded Share Plan Rules  Page 27

“ Good Leaver ” means a Participant who ceases employment with the Group for reasons of ill-health, total and permanent disability, death, redundancy, retirement with the agreement of the Board or the sale by the Group of its interest in the Associated Body Corporate in which the Participant is employed such that it is no longer an Associated Body Corporate of the Company.

“ Grant Date ” has the meaning given to that term in Rule 5.6.

“ Group ” means the Company and each Associated Body Corporate of the Company.

“ Holding Lock ” means a “holding lock” as defined in the Listing Rules.

“ Leaver ” means a Participant who ceases employment with the Group and who is not a Bad Leaver or a Good Leaver, including a Participant who ceases employment due to resignation or retirement, without the agreement of the Board.

“ LF Share ” means a Share for which some or all of the Price is funded by way of a Loan.

“ Listing Rules ” means the official listing rules of the ASX.

“ Loan ” means a loan made or to be made by the Company to an Eligible Individual under Rule 6 for the purpose of acquiring an LF Share.

“ Loan Agreement ” means an agreement between the Company and the Eligible Individual evidencing the terms and conditions of the Loan in the form set out in the Schedule or such other form as the Board may determine from time to time.

“ Loan Term ” means, in respect of each Loan, the term of that Loan determined under Rule 0, which in any case must not exceed 10 years from the Grant Date).

“ Market Value ” means the value of an LF Share determined in accordance with Rule 13.4.

“ Offer ” means an offer of LF Shares made by the Company to an Eligible Individual under this Plan.

“ Participant ” means an Eligible Individual to whom the Board has resolved to grant LF Shares under this Plan.

“ Plan ” means this POP Loan Funded Share Plan.

“ Price ” means the amount, as set out in the Offer, that a Participant is required pay to acquire a LF Share.

“ Rules ” means these rules.

“ Security Trading Policies ” means the Company’s security trading policies (if any).

“ Share ” means an ordinary share in the capital of the Company.

“ Trustee ” means a trustee (if any) appointed by the Board under Rule 17.

“ Unvested LF Share ” means an LF Share in respect of which all Vesting Conditions have not been satisfied or removed in accordance with Rule 9.2.

“ Vested LF Share ” means an LF Share in respect of which all Vesting Conditions have been satisfied or removed in accordance with Rule 9.2.

“ Vesting Conditions ” means any condition described in the Offer that must be satisfied before an LF Share is no longer subject to forfeiture under the Rules or the terms of the Offer.

POP Loan Funded Share Plan Rules  Page 28

2.2 Words and expressions

In these Rules, unless the context requires otherwise:

(a) the singular includes the plural and vice versa;
(b) words denoting any gender include all genders;
(c) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) a reference to a Rule, paragraph, schedule or annexure is a reference to a Rule, paragraph, schedule or annexure to or of this document;
(e) a reference to this document includes any schedules or annexures;
(f) headings are for convenience and do not affect interpretation;
(g) the introduction to these Rules is adopted as and forms part of these Rules;
(h) a reference to any document or agreement includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;
(i) a reference to “$”, “A$” or “dollar” is a reference to Australian currency;
(j) a reference to a time is a reference to Australian Eastern Standard Time or Australian Eastern Daylight Time, whichever is appropriate;
(k) a reference to a party includes its executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
(l) a reference to writing includes any method of representing words, figures or symbols in a permanent and visible form;
(m) words and expressions denoting natural persons include bodies corporate, partnerships, associations, firms, governments and governmental authorities and agencies and vice versa;
(n) a reference to any legislation or to any provision of any legislation includes:
(i) any modification or re-enactment of the legislation;
(ii) any legislative provision substituted for, and all legislation, statutory instruments and regulations issued under, the legislation or provision; and
(iii) where relevant, corresponding legislation in any Australian State or Territory;
(o) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this document or any part of it; and
(p) the words “including”, “for example”, “such as” or other similar expressions (in any form) are not words of limitation.

2.3 Other rules of interpretation

In this document, unless expressly provided otherwise:

(a) ( method of payment ) any payment of money by one party to another will be made in Australian currency by Bank cheque or by credit of cleared funds to a Bank account specified by the recipient;
(b) ( consents and approvals ) if the doing of any act, matter or thing requires the consent, approval or agreement of any party, that consent, approval or agreement may be given conditionally or unconditionally or withheld in that party’s absolute discretion; and
(c) ( Business Days ) if:
(i) the day on or by which any act, matter or thing is to be done is a day other than a Business Day, the act, matter or thing will be done on the next Business Day; and

POP Loan Funded Share Plan Rules  Page 29

(ii) any money falls due for payment on a date other than a Business Day, that money will be paid on the next Business Day (without interest or any other amount being payable in respect of the intervening period).

3 Duration of the Plan

3.1 Subject to the passing of any necessary resolution approving the establishment of the Plan and the issue of the Offers, the Plan will take effect when the Board decides.
3.2 The Board may suspend (either for a fixed period or indefinitely), end any period of suspension, terminate or amend the Plan at any time, subject to any resolution of the Company required by the Listing Rules.
3.3 If the Plan terminates, is suspended or is discontinued for any reason, the accrued rights of the Participants will not be prejudiced.

4 LF Shares

4.1 Subject to Rules 4.4 and 6, the Company may, at the discretion of the Board, make Offers and issue LF Shares to Eligible Individuals under the Plan.
4.2 Subject to Rule 13.2, Vested LF Shares are subject to Disposal Restrictions until the relevant Loan is repaid or discharged in full.
4.3 Once a Loan in respect of a Vested LF Share is repaid or discharged in full, the relevant Vested LF Shares cease to be classified as LF Shares and are, for all purposes, Shares.
4.4 Unvested LF Shares are subject to Disposal Restrictions until the relevant Vesting Conditions are satisfied or waived and the relevant Loan is repaid or discharged in full.
4.5 If a Loan in respect of an Unvested LF Share is repaid or discharged in full, the relevant unvested LF Shares remain LF Shares until the relevant Vesting Conditions are satisfied or waived.

5 Offer to participate

5.1 An Offer must be made in writing and must include the following particulars:
(a) the name of the Eligible Individual;
(b) the number of LF Shares being offered;
(c) the Price of each LF Share, or the manner in which the Price is to be determined;
(d) the amount of the Loan that is offered in connection with the LF Shares, or the manner in which the amount of the Loan is to be determined;
(e) the Loan Term;
(f) the Conditions (if any) applying to the LF Shares;
(g) the Disposal Restrictions applying to the LF Shares;
(h) the closing date for accepting the Offer; and
(i) any other terms and conditions the Board considers appropriate or which are required to be specified in the Offer by either the Corporations Act or the Listing Rules.
5.2
An Offer is not transferable by an Eligible Individual.
5.3 If the Eligible Individual wishes to participate in the Plan, he or she must, on or before the closing date for accepting the Offer stated in the Offer (or any other date that the Company may allow either generally or in a particular case) do what is specified in the Offer in order to accept it.

POP Loan Funded Share Plan Rules  Page 30

5.4 An Offer lapses if it is not accepted by the Eligible Individual to whom the Offer is made as required under Rule 5.3.
5.5 An Eligible Individual may accept an Offer in whole or in part.
5.6 Upon receiving the Acceptance, the Board will determine the number of LF Shares to grant to the Eligible Individual having regard to the amount of the Loan that has been accepted by the Eligible Individual. The Offer and Acceptance will become binding on the date on which this determination is made by the Board ( Grant Date ).
5.7 As soon as reasonably practicable after the Board making the determination referred to in Rule 5.6, the Company will allot or transfer the relevant LF Shares to the Participant.

6 Issue limitations

6.1 An Offer must not be made if the total number of Shares to be issued to Eligible Individuals pursuant to the following would exceed 5% of the number of Shares on issue at the time of the Offer:
(a) the number of Shares which are the subject of the proposed Offer;
(b) the total number of Shares which are the subject of any outstanding Offers under this Plan or any other employee share plan of the Company; and
(c) the total number of new Shares issued in the previous five years pursuant to this Plan or any other employee share plan of the Company (adjusted if necessary in each case for Capital Reconstruction), but excluding existing Shares transferred to a Participant under the Plan that were acquired on-market or off-market for that purpose; but,
(d) excluding:
- (i) an offer to a person situated outside Australia at the time of receipt of the offer;
- (ii) an offer that did not need disclosure to investors pursuant to section 708 of the Corporations Act;
- (iii) an offer made under a disclosure document as defined in the Corporations Act; and
- (iv) the total number of Shares granted pursuant to this Plan that have subsequently been forfeited.
6.2 No Offer will be made to the extent that any such Offer would contravene the Constitution, the Listing Rules, the Corporations Act or any other applicable law.

7 Loans

7.1 The Board may determine the amount of the Loan that will be provided to the Eligible Individual to facilitate the acquisition of the LF Shares, or the manner in which the amount of the Loan will be determined.
7.2 A Participant who accepts a Loan irrevocably authorises the Company to apply the Loan funds on behalf of the Participant in payment of the Price of the LF Shares to be acquired in accordance with the Offer and the Acceptance.
7.3 The Board may determine that the terms of the Loan will be varied for one or more Participants.
7.4 Unless the terms of the Offer specify otherwise, Loans will be interest-free.

POP Loan Funded Share Plan Rules  Page 31

7.5 Unless the parties otherwise agree, the term of the Loan commences on the Grant Date and ends on the first to occur of:
(a) the expiry of 10 years from the Grant Date;
(b) the date determined in accordance with Rule 11.1(c)(ii) or 11.1(d)(ii) (if applicable) to the extent Vested LF Shares are retained on cessation of employment;
(c) LF Shares being forfeited by the Participant in accordance with Rule 11; and
(d) LF Shares being disposed of or Bought-back in accordance with Rule 13 ( Loan Term ).
7.6 Without limiting clause 7.7, a Participant may repay to the Company at any time all or part of a Loan in respect of Vested LF Shares.
7.7 Unless the terms of the Offer specify otherwise, the Company will apply, and each Participant irrevocably directs the Company to so apply, the After-tax Amount of any dividends payable in respect of the Participant’s LF Shares towards repayment of the outstanding balance of the Loan.
7.8 The balance of any dividends remaining after the application of Rule 7.7 will be paid in cash to the Participant.
7.9 In the event of a capital distribution, unless otherwise determined by the Board, any capital distribution in respect of a Participant’s LF Shares must first be applied in payment of the outstanding balance of the Loan.
7.10 At the end of the Loan Term, the Participant must pay the lesser of the following amounts in repayment of the Loan:
(a) the Loan less any amounts already paid, repaid or applied, in the case of dividends and capital distributions, in reduction of the Loan; and
(b) the Market Value of the LF Shares to which the Loan relates as at the end of the Loan Term.

The Company must accept this amount in full and complete satisfaction of the Participant’s indebtedness and obligations to it under the Loan.

7.11 If a Participant forfeits his or her interest in LF Shares, the Participant’s LF Shares will be Bought-back or sold in accordance with Rule 13 and the application of the proceeds of that Buy-back or sale in repayment of the Loan will be taken to repay the Loan in full and the Participant is discharged from any further liability or obligation in respect of the Loan.
8 Disposal restrictions
8.1 LF Shares are subject to the following restrictions ( Disposal Restrictions ):
(a) a Participant must not sell, transfer, grant a Security Interest over, or otherwise dispose of any LF Shares, or agree to do any of those things, without the consent of the Board or as expressly permitted under the terms of the Plan; and
(b) The Company may implement any procedures it considers appropriate to ensure that LF Shares are not sold, transferred or otherwise disposed of in breach of Rule 8.1, including applying a Holding Lock in respect of the LF Shares.
9 Conditions generally
9.1 The Board may determine that LF Shares offered will be subject to such Conditions as are detailed in the Offer.
9.2 The Board may determine at any time that any or all of the Conditions and Disposal Restrictions applicable to any or all of a Participant’s LF Shares have been removed or, in the case of Vesting Conditions, have been deemed satisfied.

POP Loan Funded Share Plan Rules  Page 32

10 Vesting Conditions

10.1 The nature and content of the Vesting Conditions are determined by the Board and may include conditions relating to any or all of:
(a) continuing employment;
(b) performance of the Participant;
(c) performance of the Company; or
(d) the occurrence of specific events.

11 Forfeiture Conditions

11.1 Unless determined otherwise by the Board, while LF Shares are held by a Participant, they are subject to forfeiture if any of the following conditions ( Forfeiture Conditions ) are satisfied:
(a) if the Participant breaches any term of the Loan Agreement all of the Participant’s LF Shares will be forfeited;
(b) if the Participant is determined by the Board to be a Bad Leaver, in which case on the cessation of their employment all rights, entitlements and interests in any Vested LF Shares and Unvested LF Shares held by the Participant will be forfeited;
(c) if the Participant is determined by the Board to be a Leaver, in which case:
- (i) on the cessation of their employment, all rights, entitlements and interests in any Unvested LF Shares held by the Participant will normally be forfeited, subject to the Board’s discretion to permit some or all of those Unvested LF Shares to vest having regard to the Board’s assessment of the circumstances in which the Participant has ceased employment; and
- (ii) on the date which is 6 months after the cessation of their employment, unless the outstanding Loan balance in respect of the Vested LF Shares has been repaid, all rights, entitlements and interests in any Vested LF Shares held by the Participant will be forfeited; and
(d) if the Participant is determined by the Board to be a Good Leaver, in which case:
- (i) on the cessation of their employment, Unvested LF Shares will vest pro rata to the proportion of the Vesting Period that has elapsed as at that date, and all rights, entitlements and interests in any remaining Unvested LF Shares held by the Participant will normally be forfeited, subject to the Board’s discretion to permit some or all of those Unvested LF Shares to vest having regard to the Board’s assessment of the circumstances in which the Participant has ceased employment; and
- (ii) on the date which is 6 months after the cessation of their employment (or 12 months in the case of a Participant who ceases employment due to death), unless the outstanding Loan balance in respect of the Vested LF Shares has been repaid, all rights, entitlements and interests in any Vested LF Shares held by the Participant will be forfeited; and
(e) if, in the opinion of the Board, any of the Vesting Conditions have not been or cannot be satisfied for any reason, all of the Participant’s LF Shares which are subject to those Vesting Conditions will be forfeited.
11.2 The Board may waive any or all of the Forfeiture Conditions.
11.3 If some or all of a Participant’s LF Shares are forfeited, the forfeited LF Shares will be Bought-back in accordance with Rule 13, the proceeds from any forfeited LF Shares will be applied in accordance with Rule 14 and the Participant will forfeit any right, interest or entitlements in respect of those LF Shares.

POP Loan Funded Share Plan Rules  Page 33

11.4 Unless communicated otherwise in the Offer and except to the extent necessary to enable the Participant to give the direction contemplated in Rule 14, a Participant will have no right to the proceeds from any LF Shares forfeited under this Rule 11 and will release and hold harmless the Company from any claim in respect thereof.

12 Change of Control

12.1 A “ Change of Control Event ” occurs in the following circumstances:
(a) an offer is made by a person for the whole of the issued ordinary share capital of the Company (or any part as is not at the time owned by the offeror or any person acting in concert with the offeror) and after announcement of the offer the offeror (being a person who did not Control the Company prior to the offer) acquires Control of the Company;
(b) a company which is a member of the Group ceases to be a member of the Group;
(c) any other reorganisation of the Group which results in a Participant ceasing to be an Eligible Individual; or
(d) any other event which the Board reasonably considers should be regarded as a Change of Control Event.
12.2 If the Company becomes, or in the opinion of the Board is likely to become, subject to a Change of Control Event, the Board may determine that an Unvested LF Share may vest, whether or not any or all applicable Vesting Conditions have been met, on the occurrence of a Change of Control Event.
12.3 If the Company becomes, or in the opinion of the Board is likely to become, subject to a Change of Control Event, and providing the terms of the Loan are complied with, a Participant may dispose of their Vested LF Shares by way of:
(a) sale on his or her own behalf: or
(b) requesting the Company Buy-back the Vested LF Shares pursuant to Rule 13.

13 Disposal of Shares or Buy-back

13.1 The Company may determine that LF Shares held by a Participant may be Bought-back (in accordance with the requirements of the Constitution and the Corporations Act) if any of the following occur:
(a) LF Shares are forfeited under Rule 11;
(b) the Participant requests a Buy-Back pursuant to Rule 13.2(b); or
(c) the Loan Term ends.
13.2 In the case of Vested LF Shares, a Participant may, providing that the terms of the Loan Agreement are complied with:
(a) dispose of those Vested LF Shares on his or her own behalf; or
(b) request in writing that those Vested LF Shares be Bought-back.
13.3 Unless otherwise specified in these Rules, LF Shares will be sold or Bought-back at:
(a) an amount agreed with the Participant at any time; or
(b) at an amount equal to Market Value (determined in accordance with Rule 13.4).
13.4 The Market Value is the weighted average price of a Share traded on the ASX on the 5 trading days preceding the day of the Buy-back or, if the Shares are not traded on ASX, such other method as the Board determines.
13.5 A Participant and the Company must do whatever is necessary or desirable to effect a Buy-back of LF Shares when required under this Rule 13.

POP Loan Funded Share Plan Rules  Page 34

13.6 If it is impractical to Buy-back LF Shares to which this Rule 13 applies, or if the Board in its discretion otherwise determines, the Company may instead of Buying-back the relevant LF Shares direct that they be transferred to a person nominated by the Company. Any such transfer will discharge the Participant’s Loan in the same way as a Buy-back would have done if conducted under this Rule 13.

14 Proceeds of disposal or Buy-back

14.1 If LF Shares are sold by or on behalf of the Participant or there is a Buy-back of LF Shares, the Participant agrees and irrevocably directs that the proceeds of sale or Buy-back be applied in the following order:
(a) in reduction of the outstanding amount of the Loan (if any) in accordance with Rule 7;
(b) in payment of any costs and expenses of the sale incurred by the Company; and
(c) the remainder, if any:
- (i) in payment to the Participant to the extent the Participant is entitled to the proceeds; or
- (ii) if the Participant is not entitled to the proceeds, for retention by the Company to be applied for the purposes, and for the benefit of the Plan as determined by the Board.
14.2 Where LF Shares are Bought-back by the Company, the Company will:
(a) prepare all necessary transfer documents and arrange for the Participant or an agent or attorney of the Participant to complete the transfer documents on their behalf;
(b) pay all relevant taxes, duties or other imposts in respect of the transfer other than any taxes, duties or imposts which are for the account of the Participant; and
(c) cancel the LF Shares which are Bought-back and, where a limit on the number of Shares able to be issued under the Plan has been set by the Board, the cancelled Shares will not be counted in the number of Shares issued under the Plan.

15 Rights attaching to Loan Funded Shares

15.1 Subject to Rule 15.2, a Participant is entitled to any rights which accrue to LF Shares held by the Participant and may deal with those rights in accordance with the terms of these Rules and the Offer.
15.2 Shares acquired under the Plan rank equally in all respects with all Shares of the same class which have a record date for determining entitlements on or after the Grant Date of the LF Shares.
15.3 Subject to Rule 15.4, a Participant is entitled to any Bonus Shares which accrue to any LF Shares held by the Participant.
15.4 Upon allotment of Bonus Shares to a Participant, the Bonus Shares are deemed, for the purposes of the Plan, to be Shares which were allotted to the Participant at the time the LF Shares to which the Bonus Shares accrued were allotted to the Participant and are therefore bound by the same terms and conditions applicable to those LF Shares including Conditions and Disposal Restrictions (if any).
15.5 In the event of a Capital Reconstruction, subject to the Listing Rules, the Board may adjust the number of LF Shares held by a Participant.
15.6 Any offer made to shareholders in the Company (including but not limited to a rights issue) must be made to any Participant.

POP Loan Funded Share Plan Rules  Page 35

15.7 Any adjustment made in accordance with Rule 15.5 must result in an outcome where the benefits conferred on Participants are the same as (to the extent possible) or better than the benefits conferred on Participants prior to the Capital Reconstruction but will not confer on Participants any benefit to which the shareholders in the Company will not be entitled. This Rule does not prevent a rounding up of the number of Shares the Participant may receive on Vested LF Shares if the rounding up is approved at the meeting of shareholders which approves the Capital Reconstruction.
15.8 Nothing in these Rules:
(a) confers on a Participant the right to receive any LF Shares;
(b) confers on a Participant the right to continue as an Eligible Individual;
(c) affects any rights which the Company may have to terminate the employment of any Eligible Individual; or may be used to increase damages in any action brought against the Company in respect of any such termination.
15.9 These Rules, any determination of the Board made pursuant to the Rules, and the terms and conditions of any LF Shares granted under the Plan will be deemed to form a contract between the Company and the Participant in a court of competent jurisdiction. Each party will in addition to damages be able to seek specific performance of the contract between them as far as specific performance is applicable under a court of competent jurisdiction.
15.10 The Participant irrevocably appoints the person who from time to time occupies the position of secretary of the Company (or the secretary’s authorised delegate) as his or her attorney to complete and execute any documents including share transfers and to do all acts or things in his or her name on his or her behalf which may be convenient or necessary for the purpose of giving effect to the provisions of these Rules.
15.11 The Participant covenants that the Participant will ratify and confirm any act, or thing done, pursuant to power granted to the attorney (or the attorney’s duly authorised delegate) under Rule 15.10 and will indemnify the attorney (or his duly authorised delegate) in respect of any or act, or thing done, by the attorney in exercising the power.
15.12 Where a grant is made under this Plan to an Eligible Individual who does not reside in Australia, the Rules of the Plan apply subject to any alterations or additions as the Board sees fit having regard to any applicable laws, matters of convenience or similar factors which may have application to the Eligible Individual or to the Company in relation to the grant.

16 Administration of the Plan

16.1 In administering the Plan:
(a) the Board will comply with these Rules, the Constitution and any applicable laws;
(b) no act will be done or determination made in accordance with these Rules where to do so would be a breach of any applicable laws, Listing Rules, or the constituent documents of the Company and where any such act is done or determination made, it will be considered voidable and to the extent possible be unwound and of no effect in respect of the LF Shares;
(c) every exercise of a power or discretion by the Company or the Board and any decision by the Company or the Board regarding the interpretation, effect or application of these Rules:
- (i) is made at its absolute and sole discretion;
- (ii) may be made at any time; and
- (iii) is final, conclusive and binding; and

POP Loan Funded Share Plan Rules  Page 36

(d) the Board may exercise any power or discretion conferred on them by these Rules in the interest of, or for the benefit of the Company, and in so doing the Board is not required to act in the interests of another person or as requested by another person and will not be under any fiduciary obligation to another person.
16.2 The Board may delegate some or all of its powers and functions under the Plan to a person or to a committee of two or more persons. Where the Board has delegated a power or function to a person or to a committee, references in this Plan to the Company or Board in relation to that power or function will be read as references to that person or committee, as the case may be.
16.3 The Company may determine that any or all of the Participant’s LF Shares will be held by a Trustee on behalf of the Participant.
16.4 LF Shares held in Trust for a Participant will be transferred to the Participant, upon the Participant’s request, after satisfaction (whether by performance or by exercise of the Board’s discretion) of any Conditions.
16.5 Any communication received by the Company from a Participant’s duly appointed legal representative will be deemed a communication from the Participant. The Board reserves the right to make any inquiries or investigations that are necessary to satisfy itself, should there be any doubt, that the representative has been properly appointed.

17 Appointment of Trustee

17.1 The Company may appoint a Trustee, on terms and conditions that it considers appropriate, to do all such things and perform all such functions as considered appropriate to enable the implementation of the Plan, including to acquire and hold Shares, or other securities of the Company, on behalf of Participants, for transfer to future Participants or otherwise for the purposes of the Plan.
17.2 If the Company appoints a Trustee, subject to the terms of the relevant trust deed appointing that Trustee:
(a) every exercise of a power or discretion by the Company or the Board in these Rules may be exercised by the Trustee;
(b) any reference to the Company or the Board in these Rules will accordingly be interpreted as a reference to the Trustee (as applicable);
(c) Shares may be issued or transferred to the Trustee on behalf of the Participant; and
(d) the Trustee on behalf of each and all of the Participants will be entitled to any rights specified in Rule 15 which accrue to Shares held for the benefit of those Participants.

18 Listing Rules

18.1 If the Company is listed on ASX, as soon as practicable after the date of allotment of LF Shares under the Plan, the Company will, unless the Board otherwise resolves, apply for official quotation of those LF Shares on the ASX.
18.2 In addition, or as an alternative, to the Shares being held by a Trustee, the Company may use a Holding Lock (or any other mechanism that it deems appropriate), to enforce the terms and conditions of the LF Shares.
18.3 The provisions of the Listing Rules apply to the Plan, and to the extent that the Plan and the Rules are inconsistent, the Listing Rules apply.

POP Loan Funded Share Plan Rules  Page 37

19 Alteration of the Plan

19.1 Subject to Rule 19.2, the Board may at any time and from time to time amend or vary these Rules and all or any rights or obligations of the Participants or any of them provided that, subject to the other provisions of the Plan.
19.2 No addition, repeal, amendment, alteration or variation of these terms and conditions will:
(a) without the Participant’s consent in writing, materially reduce the Participant’s accrued benefits or entitlements as they existed before the date of the amendment;
(b) without the Participant’s consent in writing, impose additional obligations on the Participant in respect of his or her LF Shares; or
(c) repeal, amend, alter or vary this Rule 19.2,

unless the addition, repeal, amendment, alteration or variation is introduced primarily:

(d) for the purpose of complying with or conforming to present or future laws or regulating the maintenance or operation of the Plan or like plans;
(e) to correct any manifest error or mistake; or
(f) to enable the Plan or the Company to comply with the Corporations Act, the Listing Rules or its Constitution.
19.3 Any amendment made pursuant to Rule 19.1 may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made.

20 Other schemes

20.1 The Company and Group are not restricted to using the Plan as the only method of providing incentive rewards to Eligible Individuals and may approve other incentive schemes.
20.2 Participation in the Plan does not affect, and is not affected by, participation in any other incentive scheme of the Company or Group unless the terms of that incentive scheme provide otherwise and unless participation in any other incentive scheme of the Company or Group would have the effect of exceeding the issue limitations set out in Rule 6.1.

21 Effect of participation

21.1 Nothing in these Rules:
(a) confers on any Participant the right to continue to be engaged as an Employee of the Company or any member of the Group;
(b) affects any rights which the Company or any member of the Group may have to terminate the employment of any Employee; or
(c) may be used to increase damages in any action brought against the Company in respect of any such termination.
21.2 Participants issued LF Shares under this Plan are bound by these Rules and by the Constitution of the Company.

22 Transaction costs and taxation

22.1 The Company may, but is not required to, bear all brokerage, commission or other transaction costs (if any) payable by a Participant in relation to acquisition of Shares under the Plan.
22.2 Neither the Company nor its directors, officers, employees, representatives or agents take any responsibility or assume any liability for the taxation liabilities of Participants.

POP Loan Funded Share Plan Rules  Page 38

23 Notices

23.1 All notices or other communications required to be given by a party must be:
(a) in writing;
(b) signed by a person duly authorised by the sender or, where transmitted by e-mail, sent by a person duly authorised by the sender;
(c) directed to the intended recipient’s address; and
(d) hand delivered, sent by prepaid post or transmitted by e-mail or facsimile to that address.
23.2 A notice given in accordance with this Rule 23 is taken as having been given and received:
(a) if hand delivered, on delivery;
(b) if sent by prepaid post, either:
- (i) on the day on which the relevant postal service estimates delivery will occur, or
- (ii) on the first day of the period during which the relevant postal service estimates delivery will occur,

based on the most recent estimate published by the relevant postal service as at the date on which the notice is sent;

(c) if transmitted by e-mail, on transmission; or
(d) if transmitted by facsimile, at the time recorded on the transmission report indicating successful transmission of the entire notice,

but if the delivery or transmission is not on a Business Day or is after 5.00pm (recipient’s time) on a Business Day, the notice is taken to be received at 9.00am (recipient’s time) on the next Business Day.

23.3 Any notice given under or for the purposes of these terms and conditions will be given in writing, signed, and addressed to:
(a) in the case of the Company - the secretary of the Company at such address as is nominated by the Company; or
(b) in the case of an Eligible Individual or Participant - the Eligible Individual or the Participant at the address nominated by the Eligible Individual or the Participant.

24 Governing law

The Plan, the Rules and the operation of the Plan shall be governed by the laws of the State of Victoria and the Company, each Eligible Individual and each Participant submits to the non-exclusive jurisdiction of the courts of that State.

POP Loan Funded Share Plan Rules  Page 39

SCHEDULE – LOAN AGREEMENT

POP Loan Funded Share Plan Rules  Page 40

Primary Opinion Limited ACN 092 817 171

and

[Participant]#

POP Loan Funded Share Plan Loan Agreement

	TABLE OF CONTENTS
	Page no.
1	Definitions And Interpretation ...................................................................................... 43
2	Loan ................................................................................................................................ 45
3	Repayment and prepayment ......................................................................................... 45
4	Payment .......................................................................................................................... 45
5	Payment in gross ........................................................................................................... 46
6	Events of default ............................................................................................................ 46
7	Notices ............................................................................................................................ 46
8	General ........................................................................................................................... 47

POP Loan Funded Share Plan Loan Agreement  Page i

THIS AGREEMENT is made on 2016

PARTIES

PRIMARY OPINION LIMITED

ACN 092 817 171 of #[address]# (“ Company ”)

and

#[PARTICIPANT]#

of #[address]# (“ Participant )

BACKGROUND

A The Company has made an Offer of LF Shares to the Participant under the Plan.
B The Participant wishes to accept that Offer and to fund the Price payable in respect of the relevant LF Shares by a Loan from the Company.
C The Company has agreed to lend the Loan Amount to the Participant for the purpose of purchasing LF Shares under the Plan and on the terms and conditions contained in this Agreement.

1 Definitions And Interpretation

1.1 Definitions and Interpretation

In this Agreement, unless the context otherwise requires, words defined in the Rules have the same meaning when used in this Agreement and:

“ Agreement ” means this agreement between the Company and the Participant known as the POP Loan Funded Share Plan Loan Agreement.

“ Government Agency ” means:

(a) a government or government department;
(b) a governmental, semi-governmental, regulatory or judicial entity or authority; or
(c) a person (whether autonomous or not) who is charged with the administration of a law.

“ Loan Amount ” means an amount equal to the total Market Value of LF Shares offered under the Offer to the Participant and for which an Acceptance is given by the Participant.

“ Principal Outstanding ” means, at any time, the Loan Amount together with all accrued interest (if any) and all other debts and monetary liabilities of the Participant to the Company under or in relation to this Agreement less any amount which has been repaid in accordance with clauses 3.3 or 3.4.

“ Plan ” means the POP Loan Funded Share Plan, pursuant to which the Offer of LF Shares has been made to the Participant.

“ Rules ” means the rules of the Plan.

“ Tax ” means any tax, levy, impost, duty, charge, deduction, compulsory loan or withholding of whatever kind (together with any related interest, penalty, fine or expense) that is imposed by law or any Government Agency at any time.

POP Loan Funded Share Plan Loan Agreement  Page 43

1.2 Words and expressions

In this Agreement, unless the context requires otherwise:

(a) the singular includes the plural and vice versa;
(b) words denoting any gender include all genders;
(c) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) a reference to a party, clause, paragraph, schedule or annexure is a reference to a party, clause, paragraph, schedule or annexure to or of this document;
(e) a reference to this Agreement includes any schedules or annexures;
(f) headings are for convenience and do not affect interpretation;
(g) the background or recitals to this Agreement are adopted as and form part of this document;
(h) a reference to any document or agreement includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;
(i) a reference to “$”, “A$” or “dollar” is a reference to Australian currency;
(j) a reference to a time is a reference to Australian Eastern Standard Time or Australian Eastern Daylight Time, whichever is appropriate;
(k) a reference to a party includes its executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
(l) a reference to writing includes any method of representing words, figures or symbols in a permanent and visible form;
(m) words and expressions denoting natural persons include bodies corporate, partnerships, associations, firms, governments and governmental authorities and agencies and vice versa;
(n) a reference to any legislation or to any provision of any legislation includes:
(i) any modification or re-enactment of the legislation;
(ii) any legislative provision substituted for, and all legislation, statutory instruments and regulations issued under, the legislation or provision; and
(iii) where relevant, corresponding legislation in any Australian State or Territory;
(o) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this document or any part of it; and
(p) the words “including”, “for example”, “such as” or other similar expressions (in any form) are not words of limitation.

1.3 Other rules of interpretation

In this Agreement, unless expressly provided otherwise:

(a) ( method of payment ) any payment of money by one party to another will be made in Australian currency by Bank cheque or by credit of cleared funds to a Bank account specified by the recipient;
(b) ( consents and approvals ) if the doing of any act, matter or thing requires the consent, approval or agreement of any party, that consent, approval or agreement may be given conditionally or unconditionally or withheld in that party’s absolute discretion; and
(c) ( Business Days ) if:
(i) the day on or by which any act, matter or thing is to be done is a day other than a Business Day, the act, matter or thing will be done on the next Business Day; and

POP Loan Funded Share Plan Loan Agreement  Page 44

2 Loan

2.1 The Company agrees to lend the Loan Amount to the Participant on the terms and conditions contained in this Agreement, contemporaneously with the purchase of the LF Shares by the Participant under the Plan.
2.2 The Participant directs the Company, in making the Loan Amount available to the Participant, to pay the Loan Amount to the Company in full payment of the Price for the LF Shares under the Plan.
2.3 No interest is payable on the Loan Amount for the duration of the Loan Term.

3 Repayment and prepayment

3.1 On expiry of the Loan Term, the Participant must repay to or as directed by the Company, the then Principal Outstanding, subject to Rule 7.10 of the Rules, unless determined otherwise by the Company.
3.2 For the avoidance of doubt, to the extent that the amount to be repaid under 3.1 is modified by Rule 7.10 of the Rules, this amount will constitute full and final payment of the Loan notwithstanding that it may be less than the Principal Outstanding.
3.3 If the Participant receives a dividend or distribution in respect of the LF Shares that are subject to a Loan in cash and holds those LF Shares after such receipt, the distribution or the After-tax Amount of that dividend (as the case may be) must be used to repay the Principal Outstanding in accordance with Rules 7.7 and 7.9 respectively of the Rules, unless otherwise determined by the Company.
3.4 The Participant may at any time prepay all or part of the Principal Outstanding in respect of Vested LF Shares.
3.5 Notwithstanding any other clause in this Agreement, unless otherwise specified in the Rules or determined by the Board, in seeking repayment of the amount payable under clause 3.1, the Company will have recourse only to the cash proceeds received by the Participant from a disposal of LF Shares in accordance with the Rules and the distribution or the After-tax Amount in respect of a cash dividend received by the Participant in respect of the LF Shares.

4 Payment

4.1 All payments required to be made under this Agreement by the Participant to, or at the direction of, the Company must be made, unless otherwise specified by the Company in writing on the due date and:
(a) to the account specified by the Company to the Participant; or
(b) at such place as the Company may from time to time specify in writing to the Participant. In the absence of such a direction, the place of payment will be at the last address of the Company recorded in the records of the Participant.
4.2 Any payment made otherwise than in accordance with clause 4.1 (including any payment made by post) is at the Participant’s risk until it is actually received by the Company.

POP Loan Funded Share Plan Loan Agreement  Page 45

5 Payment in gross

All payments which the Participant is required to make under this Agreement must be:

(a) without any set-off, counterclaim or condition; and
(b) without any deduction or withholding for any Tax or any other reason, unless the Participant is required to make a deduction or withholding by applicable law.

6 Events of default

6.1 It is an Event of Default if the Participant fails to pay or repay any amount under this Agreement within:
(a) five Business days of the expiry of the Loan Term; or
(b) if that failure is due to a technical or administrative error in the banking system used for the transfer of funds, ten Business Days of notice of that failure being given to the Company .
6.2 Upon the occurrence of an Event of Default which is subsisting, the Company may by notice to the Participant declare that the Principal Outstanding is immediately due and payable.

7 Notices

7.1 All notices or other communications required to be given by a party must be
(a) in writing;
(b) signed by a person duly authorised by the sender or, where transmitted by e-mail, sent by a person duly authorised by the sender;
(c) directed to the intended recipient’s address; and
(d) hand delivered, sent by prepaid post or transmitted by e-mail or facsimile to that address.
7.2 A notice given in accordance with this clause 7 is taken as having been given and received:
(a) if hand delivered, on delivery;
(b) if sent by prepaid post, either:
- (i) on the day on which the relevant postal service estimates delivery will occur, or
- (ii) on the first day of the period during which the relevant postal service estimates delivery will occur,

based on the most recent estimate published by the relevant postal service as at the date on which the notice is sent;

(c) if transmitted by e-mail, on transmission; or
(d) if transmitted by facsimile, at the time recorded on the transmission report indicating successful transmission of the entire notice,
(e) but if the delivery or transmission is not on a Business Day or is after 5.00pm (recipient’s time) on a Business Day, the notice is taken to be received at 9.00am (recipient’s time) on the next Business Day.
7.3 Any notice given under or for the purposes of this Agreement must be given in writing, signed, and addressed to:
(a) “ in the case of the Company ” the Secretary of the Company at such address as is nominated by the Company; or
(b) in the case of the Participant - the address nominated by the Participant.

POP Loan Funded Share Plan Loan Agreement  Page 46

8 General

8.1 No merger

The provisions of this Agreement will not merge on completion of any transaction contemplated in this Agreement and, to the extent any provision has not been fulfilled, will remain in force.

8.2 Amendment

This Agreement may not be amended or varied unless the amendment or variation is in writing signed by all parties.

8.3 Assignment

(a) The Company may assign, transfer or otherwise deal with this document or any right under this Agreement without the prior written consent of the Participant.
(b) The Participant must not assign, transfer or otherwise deal with this document or any right under this Agreement without the prior written consent of the Company.

8.4 Severability

(a) Subject to clause 8.4(b), part or all of any provision of this agreement that is illegal or unenforceable will be severed from this agreement and will not affect the continued operation of the remaining provisions of this agreement.
(b) Clause 8.4(a) does not apply if severing the provision would be contrary to public policy or would materially alter the:
(i) scope and nature of this Agreement; or
(ii) the relative commercial or financial positions of the parties.

8.5 Waiver

Waiver of any power or right under this Agreement:

(a) must be in writing signed by the party entitled to the benefit of that power or right; and
(b) is effective only to the extent set out in that written waiver.

8.6 Rights, remedies additional

Any rights and remedies that a person may have under this Agreement are in addition to and do not replace or limit any other rights or remedies that the person may have.

8.7 Further assurances

Each party must do or cause to be done all things necessary or reasonably desirable to give full effect to this Agreement and the transactions contemplated by it (including, but not limited to, the execution of documents).

8.8 Costs

Each party must bear its own legal, accounting and other costs for the preparation and execution of this Agreement.

8.9 Counterparts

This Agreement may be executed in any number of counterparts and all counterparts taken together will constitute one agreement.

POP Loan Funded Share Plan Loan Agreement  Page 47

8.10 Electronic delivery

If a party delivers an executed counterpart of this Agreement or any other document executed in connection with it (“ Relevant Document ”) by facsimile or other electronic means:

(a) the delivery will be deemed to be an effective delivery of an originally executed counterpart; and
(b) the party will still be obliged to deliver an originally executed counterpart, but the failure to do so will not affect the validity or effectiveness of the Relevant Document.

8.11 Governing law and jurisdiction

This Agreement will be governed by and construed in accordance with the laws in force in the State of Victoria and each party submits to the non-exclusive jurisdiction of the courts of that State.

POP Loan Funded Share Plan Loan Agreement  Page 48

EXECUTED as an AGREEMENT

SIGNED by PRIMARY OPINION LIMITED ) ACN 092 817 171 in accordance with ) section 127 of the Corporations Act 2001: )

Signature of director Signature of director / company secretary (delete as applicable) Name of director (print) Name of director / company secretary (print) SIGNED by #[PARTICIPANT]# in the ) presence of ) Signature of Participant Signature of Witness Name of Participant Name of Witness

Primary Opinion Limited ABN 69 092 817 171

Lodge your vote:

By Mail:

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

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

XX

 For your vote to be effective it must be received by 2:00pm (Melbourne time) on Wednesday, 22 June 2016

How to Vote on Items of Business

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

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 do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). 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

 www.investorcentre.com

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

Review your securityholding

Update your securityholding

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/i12

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

Please mark 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 (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Primary Opinion Limited to be held at the offices of Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne, Victoria on Friday, 24 June 2016 at 2:00pm (Melbourne time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 5 and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 5 and 6 by marking the appropriate box in step 2 below.

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.


Resolution	1	Change in nature and scale of activities
Resolution	2	Approval of acquisition of shares in MBP
Resolution	3	Approval of offer of shares under a prospectus
Resolution	4	Ratification of placement
Resolution	5	Approval of Employee Share Plan
Resolution	6	Approval of Director participation in Employee Share Plan

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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

2 1 4 0 8 0 A

AI assistant

MAGGIE BEER HOLDINGS LTD — Proxy Solicitation & Information Statement 2016

65299_rns_2016-05-25_029687c3-4474-4f40-842a-656ee0f4b3ff.pdf

PRIMARY OPINION LIMITED ACN 092 817 171

Notice of General Meeting

AGENDA

1 Resolution 1 - Change in nature and scale of activities

2 Resolution 2 - Approval of acquisition of shares in MBP

3 Resolution 3 - Approval of offer of shares under a prospectus

5 Resolution 5 - Approval of Employee Share Plan

6 Resolution 6 - Approval of Director participation in Employee Share Plan

Eligibility to vote

Proxies

Body corporate representative

Conditionality of Resolutions

Further information

1 Background

2 Resolution 1 - Change in nature and scale of activities

2.1 Resolution

2.2 Applicable Listing Rules

2.3 Further Information

2.4 Directors Recommendation

3 Resolution 2 - acquisition of shares in MBP

3.1 Resolution

3.2 Applicable Listing Rules

3.3

Further Information

(b) About MBP

Historical financial position and performance of MBP

Pro forma statement of financial position – MBP

Risks specific to an investment in the Company

Business Strategy

Shareholder Returns

Lack of diversification

Dilution

Economic conditions

Risks specific to the Company acquisition of an interest in MBP

Relationships with customers and suppliers

Reputation and Brand

Regulations and compliance

Competition

Customer preferences

Failure to attract and retain key personnel

(f) Method of acquisition

3.4 Directors Recommendation

4 Resolution 3 - approval of offer of shares under a prospectus

4.1 Resolution

4.2 Applicable Listing Rules

4.3 Further Information

4.4 Directors Recommendation

5 Resolution 4 - Ratification of placement

5.1 Resolution

5.2 Applicable Listing Rules

5.3 Further Information

5.4 Directors Recommendation

6 Resolution 5 - Approval of Employee Share Plan

6.1 Resolution

6.2 Applicable Listing Rules

6.3 Further Information

6.4 Directors Recommendation

7.1 Resolution

7.2 Applicable Listing Rules

7.3 Further Information

7.4 Directors Recommendation

POP Loan Funded Share Plan Rules

TABLE OF CONTENTS

1.1 Plan

1.2 Objects of Plan

1.3 Consequences

1.4 General Advice

2 Definitions and Interpretation

2.1 Definitions and Interpretation

“ Associated Body Corporate ” means each:

2.2 Words and expressions

2.3 Other rules of interpretation

3 Duration of the Plan

4 LF Shares

5

Offer to participate

6 Issue limitations

MAGGIE BEER HOLDINGS LTD Proxy Solicitation & Information Statement 2016