MAXIPARTS LIMITED — AGM Information 2008

Sep 10, 2008

NOTICE OF ANNUAL GENERAL MEETING

Place: Colrain Pty Ltd 137 Swann Drive, Derrimut, Vic 3030 (corner of Mt. Derrimut Road) Date: Tuesday 14th October 2008 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

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 Tuesday, 14 October 2008 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 2008 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 2008 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 - Mr. Geoffrey F. Lord

That Mr. Geoffrey F. Lord, 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 – Re-election as a Director – Mr. Robert H. Wylie

That Mr. Robert H. Wylie, a Director who ceases to hold office 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.

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 10.00am on Sunday, 12 October 2008 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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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 to 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 1800 783 447 for Australia +61 3 9473 2555 for International

• 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, Sunday, 12 October 2008, 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.

BY ORDER OF THE BOARD

Mr. M. Mattia Company Secretary MaxiTRANS Industries Limited 10 September 2008

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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 10 September 2008) 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 Tuesday, 14 October 2008 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:

Annual Report means the annual report of the Company for the financial year ended 30 June 2008. 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.

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

Notice of Annual General Meeting means the notice of the Annual General Meeting dated 10 September 2008 referred to in and which accompanies this Explanatory Memorandum.

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

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Share(s).

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THE PROPOSALS

The Resolutions before the meeting relate to the following matters:

1. to adopt the Remuneration Report;

2. to re-elect Mr. Lord as a Director; and

3. to re-elect Mr. Wylie as a 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 2008 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 2008 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 (2007 EOP) approved by Shareholders at the Annual General Meeting of the Company held on 19 October 2007 and the links between the performance of the Company and the vesting of options granted under the 2007 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 Annual General Meeting will be given an opportunity to ask questions about the Remuneration Report which is set out in the Annual Report.

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NOTICE OF ANNUAL GENERAL MEETING

2. Re-election as a Director – Mr. Geoffrey F. Lord

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

Mr. Lord is an independent non-executive Director of the Company. He is also Chairman of the Audit and Risk Management Committee and a member of the Corporate Governance Committee, Remuneration Committee and Nomination Committee.

Mr. Lord’s qualifications include a Bachelor of Economics (Honors) and an MBA (Distinctions). He is a member of the ASSA and the AICD. Mr. Lord has been Chairman and Chief Executive Officer of the Belgravia Group since 1990 and Executive Chairman of UXC Limited since September 2002. Mr. Lord is also Chairman of the LCM Litigation Fund Pty Ltd (formerly Australian Litigation Fund), Melbourne Victory Limited (since November 2004), and Terrain Capital Limited (since May 2002). He is also a Director of the following companies: Institute of Drug Technology Limited (since October 1998), Ausmelt Limited (since February 2001), KLM Group Limited (since May 2006), The MAC Services Group Limited (since April 2007), and Northern Energy Corporation Limited (NEC) (since December 2007).

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

3. Re-election as a Director – Mr. Robert H. Wylie

Pursuant to the Company’s Constitution, the Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors. A Director so appointed holds office until the next Annual General Meeting of the Company when the Director may be re-elected, but will not be taken into account in determining the number of Directors who must retire by rotation.

Mr. Wylie was appointed as an addition to the existing Directors of the Company on 2 September 2008 and, as he is entitled and eligible for re-election, he seeks re-election as a Director of the Company at the meeting.

Mr. Wylie has wide ranging experience in professional services in a variety of professional and management roles with Deloitte. Most recently he held senior executive positions with Deloitte & Touche USA LLP. Prior to this he was Deputy Managing Partner Asia Pacific.

This followed a 26 year career with Deloitte Australia, including 8 years as National Chairman. Mr. Wylie also served on the Global Board of Directors and the Governance Committee of Deloitte Touche Tohmatsu, and the Global Board of Directors of Deloitte Consulting.

Mr. Wylie is also a former National President of the Institute of Chartered Accountants of Australia.

WRITTEN QUESTIONS TO THE AUDITOR

The Company's auditor or the auditor's representative will attend the Annual General Meeting. Shareholders entitled to vote at the Annual General Meeting 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 financial statements.

Questions must be received no later than 5.00pm on 10 October 2008 and should be sent to the Company Secretary, 346 Boundary Road, Derrimut, Victoria, 3030.

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HOWTO VOTE

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

EITHER 1. Complete the Proxy Form and return it by facsimile or mail (to be received no later than 10.00am on Sunday 12 October 2008) 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 numbers: 1800 783 447 for Australia

+61 3 9473 2555 for International

• OR 2. Attend the Annual General Meeting. The lodging of a completed Proxy Form will not prevent you from attending and voting at the Annual General Meeting.

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 Annual General 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.

Mr. M. Mattia Company Secretary MaxiTRANS Industries Limited

10 September 2008

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LOCATION OF Address: Colrain Pty Ltd
137 Swann Drive
Derrimut, Vic 3030
(corner Mt. Derrimut Road)
MEETING
Date: Tuesday 14th October 2008
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 BOUNDARY
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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Lodge your vote:

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By Mail:

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

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

For all enquiries call:

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

Proxy Form

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For your vote to be effective it must be received by 10.00am (AEST) Sunday 12 October 2008

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 as they choose. 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.

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.computershare.com.

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

Turn over to complete the form

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

www.investorcentre.com

Review your securityholding

Your secure access information is:

Update your securityholding

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

039531_PROXY_6_1_RUNONS/000001/000001/i

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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.

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of MaxiTRANS Industries Limited hereby appoint

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the Chairman of the meeting

OR

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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, as the proxy sees fit) at the Annual General Meeting of MaxiTRANS Industries Limited to be held at Colrain Pty Ltd, 137 Swann Drive, Derrimut Vic 3030 on Tuesday, 14 October at 10.00am and at any adjournment of that meeting.

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Items of Business

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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.

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Item	1	Remuneration Report
Item	2	Re-election of Mr. Geoffrey F. Lord as a Director of the Company
Item	3	Re-election of Mr. Robert H. Wylie as a Director of the Company

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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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
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Contact Daytime
Name Telephone Date / /
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