MAXIPARTS LIMITED — AGM Information 2007

Sep 10, 2007

NOTICE OF ANNUAL GENERAL MEETING

Place: Colrain Pty Ltd 137 Swann Drive, Derrimut, Vic 3030 (corner of Mt. Derrimut Road) Date: Friday 19th October 2007 Time: 10.00 am

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THIS IS AN IMPORTANT

DOCUMENT AND REQUIRES YOUR ATTENTION

If you are in doubt as to how to deal with it, please consult your financial or other professional adviser

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MaxiTRANS INDUSTRIES LIMITED

ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the members of MaxiTRANS Industries Limited ACN 006 797 173 (Company) will be held at 137 Swann Drive, Derrimut, Victoria on Friday, 19 October 2007 at 10.00am.

BUSINESS:

A. Financial Statements and Reports

To table the financial statements (including the Directors' report and auditor's report) of the Company for the year ended 30 June 2007 and to provide the members with the opportunity to raise any issues or ask questions generally of the directors concerning those financial statements or the business and operations of the Company.

B. Ordinary Resolutions

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

Resolution 1 – Remuneration Report (Non-binding advisory vote)

That the Remuneration Report for the financial year ended 30 June 2007 be adopted. Note the vote on this Resolution is advisory only and does not bind the Company or its Directors.

Resolution 2 – Re-election as a Director

That Mr Ian Davis, a Director retiring by rotation in accordance with the Company’s Constitution, being eligible and having signified his candidature for the office, is re-elected as a Director of the Company.

Resolution 3 - Approval of Issues under Executive Option Plan (‘EOP’)

That, in accordance with Exception 9 to Listing Rule 7.2 of ASX Limited, the members approve the MaxiTRANS Executive Option Plan (a summary of which is set out in Annexure A to the Explanatory Memorandum) and the issue of options to the senior executives of the Company (and its subsidiaries) under the Plan as an exception to Listing Rule 7.1.

Resolution 4 - Approval of Issue of Options to the Managing Director

That, in accordance with Listing Rules 10.14 and 10.15 of the Listing Rules of ASX Limited, and subject to Resolution 3 being approved, the members approve the issue of 2,400,000 options to the Managing Director, Mr Michael Brockhoff (or his nominee) on the terms set out in the Explanatory Memorandum (including Annexure B) which accompanies and forms part of this Notice of Meeting.

NOTES:

The details of the resolutions contained in the explanatory notes accompanying this Notice of Annual General Meeting should be read together with and form part of this Notice of Annual General Meeting.

VOTING ENTITLEMENTS

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company's shares quoted on ASX Limited at 7.00pm on Wednesday, 17 October 2007 will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, those persons only will be entitled to attend and vote at the meeting.

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MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

PROXIES

1. A member entitled to attend and vote at the meeting has the right to appoint a person (who need not be a member of the Company) as the member's proxy to attend and vote at the meeting.

2. If a member is entitled to cast two or more votes they may appoint two proxies (but no more) provided that an appointment of two proxies will have no effect unless each proxy is appointed to represent a specified proportion of the member’s voting rights aggregating no more than 100% of that member’s voting rights. If the member appoints two proxies, neither proxy may vote on a show of hands.

3. The proxy form must be signed by the member or his or her attorney. Proxies given by corporations must be signed either under seal or under the hand of its duly authorised attorney.

4. To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed (or any attested copy thereof) must be lodged at the Company or the share registry of the Company:

• By Facsimile: to the Company on (03) 8368 1178 or to Computershare Investor Services Pty Ltd on (03) 9473 2555

• By mail or courier: to the Company’s Share Registry Computershare Investor Services Pty Ltd GPO Box 242

  • Melbourne Victoria 3001

To be valid, proxies must be received by 10.00 am, Wednesday, 17 October 2007, being not later than 48 hours before the time for holding the meeting.

5. If the proxy form is signed but is blank in all other material aspects, it will be taken to mean that it is in favour of the Chairperson of the Meeting for full voting rights and the Chairperson will vote in favour of the item on a poll.

6. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the constitution of the Company to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

7. A proxy form accompanies this Notice of Annual General Meeting.

VOTING EXCLUSION STATEMENT

In accordance with the requirements of Listing Rule 14.11 of the Listing Rules of ASX Limited, the Company will disregard any votes cast on Resolutions 3 and 4 by:

• (a) any Director (including Michael Brockhoff) of the Company; and

• (b) an associate of any one or more of the Directors.

However, the Company need not disregard a vote if:

• (a) it is cast by a Director of the Company or any associate of a Director as proxy for a person who is entitled to vote and is cast in accordance with the directions on the proxy form; and

• (b) it is cast by any Director of the Company or any associated of a Director, if he or she is acting as Chairperson of the meeting, as proxy for a person who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as a proxy decides.

BY ORDER OF THE BOARD

Company Secretary MaxiTRANS Industries Limited 14 September 2007

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MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

PURPOSE OF INFORMATION

The purpose of this Explanatory Memorandum (which accompanies and forms part of the Notice of Annual General Meeting dated 14 September 2007) is to provide shareholders with an explanation of the business of the meeting and of the resolutions to be proposed and considered at the Annual General Meeting of the Company on Friday, 19 October 2007 and to allow shareholders to determine how they wish to vote on those resolutions.

Shareholders should read the full text of this Explanatory Memorandum before deciding how to vote.

If you are in any doubt about the action which you should take in relation to the proposals contemplated in this Explanatory Memorandum, you should consult your financial or other professional adviser immediately.

Words or expressions used in this Explanatory Memorandum are defined below.

DEFINITIONS

In this Explanatory Memorandum the following terms have the following meanings:

AGM means the 2007 Annual General Meeting of the Company to be held on 19 October 2007.

Annual Report means the annual report of the Company for the financial year ended 30 June 2007.

Board means the Board of Directors.

Company means MaxiTRANS Industries Limited ACN 006 797 173.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company as at the date of this Explanatory Memorandum.

Director Options means the 2,400,000 Options to be issued to the Managing Director under the EOP (if approved by the Shareholders)

EOP means the MaxiTRANS Executive Option Plan to be approved under Resolution 3.

Explanatory Memorandum means this explanatory memorandum which accompanies and forms part of the Notice of Meeting.

Notice of Meeting means the notice of the AGM dated 14 September 2007 referred to in and which accompanies this Explanatory Memorandum.

Option means an option entitling the holder to subscribe for one Share.

Resolution means a resolution referred to in the Notice of Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Share(s).

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MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

THE PROPOSALS

The Resolutions before the meeting relate to the following matters:

1. to adopt the Remuneration Report;

2. to re-elect Mr Davis as a Director;

3. to approve the EOP and the issue of Options under the EOP as an exception to Listing Rule 7.1; and

4. to approve the issue of Options under the EOP to the Managing Director.

WHY THE MEETING IS BEING HELD

A. Financial Statements and Reports

Under the Corporations Act, the directors of a public company that is required to hold an annual general meeting must table the financial statements and reports of the Company for the previous year for discussion by the members at that annual general meeting.

Shareholders have been provided with all relevant information concerning the Company’s financial statements for the year ended 30 June 2007 in the Annual Report. A copy of the Annual Report has been forwarded to each Shareholder. A copy of the financial statements and the associated reports will also be tabled at the meeting.

Shareholders should note that the sole purpose of tabling the financial statements of the Company at the Annual General Meeting is to provide the Shareholders with the opportunity to ask questions or discuss matters arising from the financial statements at the meeting. It is not the purpose of the meeting that the financial statements be approved, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt, receive or consider the Company’s financial statements will be put to the Shareholders at the meeting.

B. Ordinary Resolutions

1. Adoption of Remuneration Report

The Directors' report for the year ended 30 June 2007 contains a Remuneration Report. The Remuneration Report explains in detail:

• the remuneration policies adopted by the Board;

• the links between the remuneration policies adopted by the Board and the performance of the Company;

• the remuneration details for each director and the senior executives of the Company;

• the different bases of remuneration paid to non-executive directors and executive management; and

• the details of the Executive Option Plan (2004 EOP) approved by shareholders at the Annual General Meeting of the Company held on 4 November 2004 and the links between the performance of the Company and the vesting of options granted under the 2004 EOP.

The Corporations Act requires that a resolution be put to the vote that the Remuneration Report be adopted. The vote on the Remuneration Report is advisory and will not bind the Company or its directors.

Shareholders attending the AGM will be given an opportunity to ask questions about the Remuneration Report which is set out on pages 30 to 36 of the Annual Report.

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MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

2. Re-election as a Director – Mr Ian Davis

Under clause 57 of the Constitution, at each annual general meeting, one third of the Directors (or, if their number is not a multiple of 3, then the number nearest to but not exceeding one third) must retire from office. The Directors retire by rotation, with the Directors who have been the longest in the office since being appointed or re-appointed being the Directors who must resign in any year. The Constitution ensures that no Director is able to remain in office for longer than 3 years without facing re-election. Each Director is entitled to offer himself for re-election as a Director at the annual general meeting which coincides with his/her retirement. The Managing Director is exempted by his office as managing director from the requirement to retire by rotation.

Mr Davis retires by rotation (in accordance with the requirements of the Company’s Constitution) at the AGM. As he is entitled and eligible for re-election, he seeks re-election as a Director of the Company at the meeting.

Mr Davis is the Chairman of the Company. He is also a Chairman of the Corporate Governance, Remuneration and Nomination Committees and a member of the Audit and Risk Management Committee.

Mr Davis was appointed Chairman of the Company in 1994. Mr. Davis is a senior partner and previously National Chairman of international law firm, Minter Ellison. Mr. Davis has extensive experience in the corporate and commercial area of law in which he practices. He is also Chairman of UCMS Group Ltd since November 2006 and Recovcorp Pty Ltd from April 2007. Director of Helvetica (Australia) Pty Ltd since December 2006, director of International Diabetes Institute, and Chairman of Produce and Grocery Industry Code Administration Committee. Formerly Chairman of Zenyth Therapeutics Limited from April 2005 to May 2007 and non-executive Director of Baxter Group Limited from December 2004 to January 2007.

Further details about Mr Davis are set out in the Annual Report.

3. Approval of the issue of Options under the EOP

The Board of the Company at its meeting on 17 August 2007 approved the introduction of the MaxiTRANS Executive Option Plan (EOP) to replace the 2004 EOP. The Board intends to use the EOP to provide opportunities for senior management (both present and future) to participate directly in the equity of the Company.

A summary of the major terms and conditions of the EOP are set out in Annexure A to this Explanatory Memorandum. A copy of the complete terms and conditions of the EOP is available for inspection by the Shareholders at the Company’s registered office prior to the AGM.

The Directors believe that the EOP will be a valuable tool in motivating and rewarding the Company's senior management. Accordingly, the Directors are keen to fully utilise the Plan both now and in the future.

Under Listing Rule 7.1, the prior approval of the shareholders of the Company is required to an issue of shares and / or grant of options if the securities will, when aggregated with securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.2 (Exception 9) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue, holders of the ordinary securities of the listed company have approved the issue of securities under the employee incentive scheme as an exception to Listing Rule 7.1.

Resolution 3 is proposed solely to permit the Company, if it chooses to do so, to issue Options under the Plan without those issues interfering with, or restricting, the ability of the Company to issue securities up to the 15% limit in any 12 month period.

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MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

At the date of this Explanatory Memorandum, no options have been issued under the EOP. However, subject to shareholder approval of Resolutions 3 and 4, the Remuneration Committee of the Board has agreed to issue Options to the Managing Director (as detailed below). Further, the Remuneration Committee has also agreed to issue 4,400,000 Options to other members of the senior management team. All Options will be issued on terms similar to the terms of the Options to be issued to the Managing Director.

A voting exclusion statement relating to this Resolution is included in the Notice of Meeting.

4. Approval of the issue of Director Options to the Managing Director

The Company proposes to issue the Director Options to the Managing Director.

Listing Rule 10.14 and required disclosure

Under Listing Rule 10.14 the Company must obtain the approval of Shareholders by ordinary resolution before it can issue securities to a director, an associate of a director or a person whose relationship with the Company or a director (or associate of a director) of the Company is, in ASX's opinion, such that Shareholder approval should be obtained. The Managing Director is a director of the Company, and therefore the proposed issue to the Managing Director (or to his nominee in an entity associated with or controlled by Mr Brockhoff) requires Shareholder approval under Listing Rule 10.14.

Accordingly, your Directors have proposed Resolution 4 to seek approval of the issue of the Director Options to the Managing Director under Listing Rule 10.14.

Background for the proposal

Mr Brockhoff has been the Managing Director since 13 June 2000.

Mr Brockhoff has been instrumental in the growth of the business of the Company and in the improved market performance of the Company's shares on ASX since becoming the Managing Director in 2000. He is currently employed by the Company under an employment contract that provides, as part of the short and long term incentive, for the participation by Mr Brockhoff in the EOP and, subject to Shareholder approval, the grant to him of the Director Options.

In making the recommendation to this meeting that the grant of the Director Options to the Managing Director be approved by the Shareholders, both the Remuneration Committee and the Board have acted on, and consistently with, the recommendations of an independent remuneration consultant retained by the Company to advise it on remuneration policies and strategies for the Company's senior management (including the Managing Director).

Terms and conditions

If Resolution 4 is approved, the Company will be authorised to issue the Director Options to the Managing Director on the terms and conditions set out in this Explanatory Memorandum (including Annexure B).

Listing Rule 10.15

Listing Rule 10.15 requires the following information about the proposal to issue the Director Options to be given to the Shareholders.

Relationship between Issuee and Company

The Director Options will be issued to the Managing Director (Mr Michael Brockhoff) or his nominee, which nominee must be an entity associated with, and controlled by, the Managing Director.

Number of securities to be issued

The maximum number of Director Options for which approval is sought under Resolution 4 is 2,400,000.

Date of issue

The Director Options will be issued within 1 month of the date of the AGM.

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MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

Issue Price and terms of issue of the Director Options

The Exercise Price of the Director Options will be $0.65. No amount is payable on issue of the Director Options.

The final date for exercise of the Director Options will be 31 December 2013.

In each of the financial years ending 30 June 2008, 2009 and 2010, [one third of] the Director Options will vest in the Managing Director if the Company achieves, in that financial year, its target earnings per Share for that financial year.

If in the course of a financial year the Company acquires or divests assets which, in the reasonable opinion of the Board, will materially affect (adversely or positively) the likelihood of the Company achieving its target earnings per Share for the financial year in which the acquisition or disposal takes place, the Board, in its absolute discretion, may amend the target earnings per Share accordingly.

If the Managing Director ceases to be a Director or employee of the Company for serious or persistent breach of his terms of employment, fraud, dishonesty, bankruptcy, wilful misconduct or other similar matters, all Director Options, whether vested or not, will lapse. This condition cannot be waived by the Board. If the Managing Director ceases to be a Director or employee for any other reason, all Director Options not then vested will immediately lapse, however this condition may be waived by the Board.

While this discretion exists, it is the intention of the Board that it will exercise its discretion only in very limited circumstances, for example, death or incapacity of the Managing Director.

The full terms of issue of the Director Options are annexed to this Explanatory Memorandum as Annexure B.

Eligible Persons & Option Issues under the EOP

Under the EOP, the Board may issue Options to employees (full time and part time) (including executive and non-executive Directors) of the Company who are determined by the Plan Committee (a committee of the Board with authority to administer the EOP) to be an executive of the Company or a related entity of the Company. Within that category, apart from the Managing Director, at the date of this Explanatory Memorandum, the only other persons entitled to participate in the EOP and whose participation would require approval under Listing Rule 10.14 are the remaining Directors. There is no current proposal for the issue of Options to the remaining Directors.

At the date of this Explanatory Memorandum, no Options had been issued or agreed to be issued under the EOP except for the Director Options and the 4,400,000 Options (on similar terms to the Director Options) that, subject to approval of the EOP (refer Resolution 3), the Board has agreed to grant to other senior members of the Company's senior management team. No approval is required under Listing Rule 10.14 for the issue of Options to the other members of the executive management team.

Details of all Options issued under the EOP (and of the approval for the issue of the Options, if required, obtained under Listing Rule 10.14) will be published in the annual report of the Company relating to the period in which the Options are issued.

Use of Funds

No funds will be raised by the issue of the Director Options. Upon exercise of the Director Options, the Company will evaluate the best use of those funds at that time or otherwise apply the funds to meet working capital requirements.

Shareholders should note that approval of the issue of the Director Options under Listing Rule 10.14 will obviate the need for approval of the issue as an exception to Listing Rule 7.1.

Voting Exclusion

A voting exclusion statement relating to this Resolution is included in the Notice of Meeting.

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MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

WRITTEN QUESTIONS TO THE AUDITOR

The Company's auditor or the auditor's representative will attend the AGM. Shareholders entitled to vote at the AGM may submit written questions to the auditor if the question is relevant to:

• the content of the auditor’s report; or

• the conduct of the audit of the annual financial report.

Questions must be submitted no later than 5.00pm on 12 October 2007 and should be sent to the Company Secretary, 346 Boundary Road, Derrimut, Victoria, 3030.

HOW TO VOTE

To vote on the Resolutions you will need to follow these steps:

EITHER 1. Complete the Form of Proxy and return it by facsimile or mail (to be received no later than 10.00am on Wednesday 17 October 2007) to the following offices or facsimile numbers:

MaxiTRANS Industries Limited

346 Boundary Road Derrimut Victoria 3030 Facsimile number: (03) 8368 1178

or

Computershare Investor Services Pty Ltd GPO Box 242 Melbourne Victoria 3001

Facsimile number: (03) 9473 2555

• OR 2. Attend the AGM.

The lodging of a completed Form of Proxy will not prevent you from attending and voting at the AGM.

QUERIES

The Directors recommend that all Shareholders consider very carefully all the information set out in this Explanatory Memorandum before deciding how to vote on the Resolutions.

If after reading the Notice of Meeting and the Explanatory Memorandum, you have any queries about the meeting, the Resolutions to be put to the meeting or the nature of the proposals being considered, please contact the Company Secretary at MaxiTRANS Industries Limited on (03) 8368 1100.

Company Secretary MaxiTRANS Industries Limited

14 September 2007

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NOTICE OF ANNUAL GENERAL MEETING

MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

ANNEXURE A

SUMMARY OF EOP

The principal terms of the MaxiTRANS Executive Option Plan (EOP) are summarised below:

1. The Plan operates according to the Rules which bind the Company, its related entities and all participants. The Plan is administered by the Plan Committee, which is a committee established by the Board.

2. The offer of Options under the EOP is only open to employees (includes Directors) whom the Plan Committee determines to be executives of the Company (or a related company in the MaxiTRANS Group). Further, offers of Options under the EOP are at the discretion of the Board and can only be made if the offer would not contravene an applicable law ie the Corporations Act and the ASX Listing Rules.

3. Offers of Options must specify the terms of issue and terms of exercise. In making an offer of Options, the Plan Committee must consider whether the Offer is reasonable, reflects the Executive's level of responsibility and is appropriate having regard to the Executive's total remuneration package.

4. Offers must be in writing and must set out all relevant details of the Offer, particularly the number of Options offered, the exercise price, the final date of exercise and the vesting conditions. In all relevant respects, determination of the terms and conditions of the Options is at the discretion of the Plan Committee.

5. The consideration for the grant of the Options must not exceed the lesser of 1% of their exercise price or 1 cent.

6. No Options may be granted if such Options when aggregated with shares and/or options previously issued under the Plan (or any other employee incentive scheme) (excluding offers that do not require the use of a disclosure document) in the previous 5 years would exceed 5% of the total number of issued shares in the Company.

7. Offers of Options can only be accepted by the executive completing an acceptance form within the time permitted and payment of monies required (if any). At acceptance, eligible executives may nominate entities associated with/controlled by them to be the holders of the Options.

8. Options may only be exercised by notice in writing (in the form prescribed by the Board) given by the Option holder to the Company during the permitted exercise period. Further, if exercise of the Options is subject to any exercise conditions, the Options cannot be exercised unless and until the exercise conditions have been satisfied.

9. Subject to the overriding discretion of the Directors to determine otherwise, if an Option holder ceases employment with the Company, any Options which are not at that time capable of exercise will lapse. Any Options which are capable of exercise by the holder (but have not yet been exercised) will remain capable of exercise by the holder unless the termination of employment is by reason of serious or persistent breach of the terms of employment, fraud, dishonesty, wilful misconduct, bankruptcy or other similar circumstance.

10. Options must not be assigned, transferred or otherwise dealt with except to entities associated with and controlled by the nominated executive (with the Plan Committee approval), with Board approval or, in the case of certain corporate transactions (ie takeovers, schemes of arrangement), as part of those transactions.

11. The Options will not be listed on any stock exchange.

12. In the event of any reconstruction of the capital of the Company, the number and exercise price of any Option may be adjusted in a non-prejudicial manner (in accordance with the ASX Listing Rules). Participation rights will generally exist only if the Options are vested and exercised prior to the relevant record date.

13. The Corporations Act 2001 and the ASX Listing Rules have precedence over the terms and conditions of the EOP. Therefore, the grant or exercise of Options will not be permitted if either (or both) would contravene them.

14. The terms of the EOP may be amended at any time by the Board. However, if the amendment would adversely affect the rights of the Participants, the Board must obtain the consent of Participants who hold not less than 75% of the Options. Further, the EOP may be terminated at any time by the Board, but this will not affect any accrued rights of Option holders at that time.

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MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

ANNEXURE B

TERMS OF ISSUE OF DIRECTOR OPTIONS

The Company grants options (Options) entitling the holder of the Options (Holder) to subscribe for and be issued fully paid ordinary shares (Shares) in MaxiTRANS Industries Limited ACN 006 797 173 (Company) on the terms and conditions set out below:

1. Definitions

In these terms and conditions:

Actual EPS means the Company's EPS (calculated in accordance with accepted accounting practices but excluding any options expense calculated in accordance with AIFRS) for a Financial Year; AIFRS means the Australian equivalents to International Financial Reporting Standards; ASX means ASX Limited;

Board means all or some of the directors of the Company acting as a board or its delegate under section 198D of the Corporations Act;

Corporations Act means the Corporations Act 2001 (Cth);

EPS means earnings per Share;

Exercise Price in respect of an Option has the meaning set out in clause 3;

Financial Year means any one of the 2008 Financial Year, 2009 Financial Year or the 2010 Financial Year and Financial Years means, collectively, the three Financial Years;

Listing Rules means the Listing Rules of the ASX as amended from time to time;

Option Period means the period from the date the Company grants the Options to 5.00pm on 31 December 2013;

Share means a fully paid ordinary share in the capital of the Company;

Target EPS means, in respect of a Financial Year, the Company's EPS target as determined by the Board for that Financial Year (as amended from time to time by the Board during the Financial Year to reflect any acquisitions and/or divestments of assets that the Board reasonably believes will have a material effect (adversely or positively) on the EPS of the Company in the Financial Year);

2008 Financial Year means the financial year ending on 30 June 2008;

2009 Financial Year means the financial year ending on 30 June 2009;

2010 Financial Year means the financial year ending on 30 June 2010.

2. Exercise and Lapse of Options

• 2.1 No Option is capable of exercise unless and until it vests in the Holder under:

• (a) clause 2.2; or

• (b) clause 2.5 or 2.6.

• 2.2 (a) Subject to clauses 2.7 to 2.10 inclusive, in each Financial Year, if the Actual EPS for that Financial Year is equal to or greater than the Target EPS for that Financial Year, 800,000 Options will vest in the Holder on 30 September next following the end of that Financial Year.

• (b) All Options not vested in the Holder under this clause 2.2 on or before 30 September 2010 will lapse automatically at 5.00pm on that date.

• 2.3 All Options that have not been exercised, or have not lapsed, on or before 31 December 2013 will lapse at 5.00pm on 31 December 2013.

• 2.4 In determining the number of Options that will vest under this clause 2, fractions of Options will be rounded down.

• 2.5 Subject to clauses 2.7 to 2.10 inclusive, if:

• (a) a takeover offer or a takeover announcement is made in respect of the Shares; or

• (b) the shareholders approve a resolution under Item 7 of section 611 of the Corporations Act; and (c) as a result of the takeover offer or offer pursuant to the takeover announcement (as the case may be) or the approval of the resolution under item 7 of section 611 of the Corporations Act, there is a change in control of the Company (as evidenced by a person who did not previously hold 50% or more of the Shares now holding in excess of 50% in number of the Shares),

• all Options then held by the Holder will vest immediately in the Holder and the Holder will be immediately entitled to exercise all Options then held by him/her.

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MAXITRANS INDUSTRIES LIMITED - ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

• 2.6 Subject to clauses 2.7 to 2.10 inclusive, if an offer for the Shares is made to shareholders of the Company pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act, all Options held by the Holder will vest immediately in the Holder and the Holder will be entitled to exercise all Options held by him within the period notified by the Company.

• 2.7 In the event of the liquidation of the Company, all Options, whether vested or not, will lapse.

• 2.8 If the Holder ceases to be a director or employee of the Company or any of its subsidiaries for any one of the following reasons:

• (a) serious or persistent breach of any of the provisions of the Holder's employment or services agreement with the Company;

• (b) the commission of an act of fraud, dishonesty or wilful misconduct in relation to the affairs of the Company (whether or not the Holder is charged with an offence or is otherwise liable to be dismissed immediately for cause);

• (c) the involvement of the Holder in any activity that may lead to or result in the Holder being charged with an indictable criminal offence;

• (d) the Holder is declared bankrupt;

• (e) the use, or abuse, of alcohol or drugs by the Holder to the extent that, in the reasonable opinion of the Board, the use or abuse materially affects the Holder's ability to carry out his/her duties; or

• (f) the engagement by the Holder in any unlawful discriminatory conduct or harassment of any person,

all Options held by the Holder, whether vested or not, will lapse at 5.00pm on the date of termination of the employment or services of the Holder.

• 2.9 Subject to clause 2.10, if the Holder ceases to be a director or employee of the Company or its subsidiaries for any reason other than as set out in clause 2.8, all Options which have not at that time vested in the Holder will lapse immediately. The Holder will continue to be entitled to exercise all Options which have vested in the Holder on or before the date of termination of the employment or the services of the Holder.

• 2.10 The Board may, at its sole discretion, waive the condition set out in clause 2.9. If so, the Holder will be entitled to exercise the Options that vest subsequently in the Holder:

• (a) if any one or more of the vesting conditions set out in clause 2.2 (which will continue to be applicable) are satisfied; or

• (b) under clause 2.5 and 2.6,

notwithstanding that he/she may have ceased to be an employee or director of the Company or any of its subsidiaries.

3. Exercise Price

The exercise price for each Option is $0.65 and is payable on exercise.

4. Method of Exercise

• 4.1 The Options capable of exercise may be exercised wholly or in part by giving notice in writing in the form set out in the Schedule (Notice of Exercise) to the Company at any time during the Option Period. Options will be deemed to have been exercised on the last day of the calendar month in which the Notice of Exercise is lodged with the Company.

• 4.2 The exercise of less than all of the Holder's Options will not prevent the Holder from exercising his rights in respect of the whole or any part of the balance of his or her remaining vested Options.

• 4.3 If the Holder exercises less than the total number of Options then registered in his or her name:

• (a) the Holder must surrender his or her Option certificate; and

• (b) the Company must cancel that Option certificate and issue to the Holder a new Option certificate in respect of the Holder's unexercised Options.

• 4.4 On receipt by the Company of the Notice of Exercise and payment of the Exercise Price, the Company must, within the time permitted by the Listing Rules, issue to the Holder one Share in respect of each Option exercised by the Holder and dispatch the relevant acknowledgment of issue as soon as is reasonably practicable.

11

5. Quotation of Shares

• 5.1 If the Shares are listed on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain listing and quotation of all Shares issued on the exercise of the Options within the time permitted under the Listing Rules. The Company gives no assurance that such listing or quotation will be granted.

• 5.2 It is not the intention of the Company to apply for listing or quotation of the Options on the ASX.

6. Ranking of Shares

Shares issued on the exercise of an Option will rank equally in all respects with the then existing issued ordinary fully paid shares in the Company and will be subject to the provisions of the constitution of the Company.

7. New Issues

An Option does not confer the right to participate in any new issue of securities of the Company unless the Holder has first exercised the Option.

8. Adjustments for pro-rata cash and bonus issues

• 8.1 No adjustment to the number of Shares over which each Option exists and/or the Exercise Price will be made except in accordance with this clause 8.

• 8.2 Adjustments to the number of Shares over which Options exist and/or the Exercise Price will be made to take account of changes to the capital structure of the Company by way of pro rata cash and bonus issues. If the Company undertakes a pro rata cash or bonus issue, adjustments to the number of shares over which Options exist and/or the Exercise Price will be made in the manner, and utilising the formulae, set out in Chapter 6 (currently Rule 6.22) of the Listing Rules.

9. Reconstructions

In the event of any reconstruction or reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the terms of the Options, including the number of Options or the Exercise Price, or both, shall be reorganised (as appropriate) in accordance with, and to the extent necessary to comply with, the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

10. Transferability

• 10.1 Options are personal to the Option Holder and may not be transferred to, or exercised by another person, except that Options may, subject to any escrow restrictions imposed by ASX from time to time under the Listing Rules, be transferred in the following circumstances only:

• (a) a transfer constituting the necessary transfer documents following an acceptance of an offer made under an off market bid relating to the Options;

• (b) a transfer to a bidder on the sale of the Options under Division 3 of Part 6A.1 of the Corporations Act;

• (c) a transfer to a 100% holder on the sale of the Options under Division 2 of Part 6A.2 of the Corporations Act;

• (d) a transfer under Part 6A.3 of the Corporations Act to a person entitled to acquire the Options under section 661A or 664A of the Corporations Act;

• (e) a transfer pursuant to a scheme of arrangement approved in accordance with the Corporations Act;

• (f) a transfer to any entity associated with and controlled by the Holder as may be approved by the Plan Committee or the Board (such approval not to be unreasonably withheld); or

• (g) a transfer approved by the Board (as may be determined by the Board in its sole discretion).

• 10.2 If the Options are transferred to a superannuation fund, trust or other entity associated with and controlled by the Holder or the Company consents to the transfer of the Options, the Company may impose any conditions on the transferee, including a condition that the transferee agree to be bound by the above terms and conditions, that it in its sole discretion determines to be appropriate.

11. Notice to the Holder

Notices may be given by the Company to the Holder in the manner prescribed by the constitution of the Company for the giving of notices to the Shareholders of the Company and the relevant provisions of the constitution will apply with all necessary modification to notices to be given to Holders.

12. Primary instruments

These terms and conditions are to be interpreted subject to the Listing Rules and the Corporations Act.

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LOCATION OF Address: Colrain Pty Ltd
137 Swann Drive
Derrimut, Vic 3030
(corner Mt. Derrimut Road)
MEETING
Date: Friday 19 October 2007
Time: 10.00 am
Melway Reference: Map 39, D5
GEELONG
MELBOURNE
DERRIMUT
DERRIMUT
WESTERN RIN
PARK WEST
PDE
FITZGERALD
MOUNT DERRIMUT
RAYMOND G ROAD
GRIEVE
LITTLE BOUNDRY
PRINCESS FWY
SWANN DRV
BOUNDARY ROAD
BOUNDARY ROAD
DOHERTYS RD
WEST GATE FWY
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LOCATION OF ANNUAL GENERAL MEETING

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MaxiTRANS INDUSTRIES LIMITED ACN 006 797 173

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000001 000 MXI MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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All correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 web.queries@computershare.com.au www.computershare.com

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MXI_PROXY_085237/000001/000001

All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2555 www.computershare.com

000001 000 MXI MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Securityholder Reference Number (SRN)

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I/We being a member/s of MaxiTRANS Industries Limited and entitled to attend and vote hereby appoint

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, as the proxy sees fit) at the Annual General Meeting of MaxiTRANS Industries Limited to be held at 137 Swann Drive, Derrimut, VIC 3030 (Cnr Mt Derrimut Road) on Friday 19th October 2007 at 10.00am and at any adjournment of that meeting.

For Against Abstain*

Item 1 Adoption of the Remuneration Report

Item 2 Re-elect a Director - Mr Ian Davis

Item 3 Approval of Issues under Executive Option Plan ('EOP')

Item 4 Approval of Issue of Options to the Managing Director

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

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

In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.

1 P R

M X I

MXI_PROXY_085237/000001/000002/i

How to complete the Proxy Form

1 Your Address

This is your address as it appears on the company’s Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘x’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's Share registry or you may copy this form.

To appoint a second proxy you must:

• (a) indicate that you wish to appoint a second proxy by marking the box.

• (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (c) return both forms together in the same envelope.

5 Signing Instructions

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

Individual: where the holding is in one name, the holder must sign.

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

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com .

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 10.00am on Friday 19th October 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

Share Registry - 03 9473 2555

IN PERSON Share Registry - Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067 Australia BY MAIL Share Registry - Computershare Investor Services Pty Limited, GPO BOX 242, Melbourne VIC 3001 Australia BY FAX MaxiTRANS Industries Limited - 03 8368 1178

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11 September 2007

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