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MAYFIELD GROUP HOLDINGS LIMITED Proxy Solicitation & Information Statement 2012

Dec 30, 2012

65393_rns_2012-12-30_66ac4cec-4ae4-4018-adfe-11d2d370728f.pdf

Proxy Solicitation & Information Statement

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31 December 2012

Dear Shareholder,

It is my pleasure to invite you to the General Meeting of shareholders of LongReach Group Limited (“the Company” or “LongReach”) on 31January 2013 to be held at C4i Pty Ltd, 31 Market Street, South Melbourne, Victoria, starting at 11.30am (AEDT). Shareholder registration will commence 30 minutes before the meeting.

The purpose of the meeting is to consider the proposed sale of LongReach's shareholding in C4i Pty Ltd ("C4i") to Exelis Inc. (or its nominee) ("Exelis").

Sale of C4i to Exelis

For the reasons outlined in the Notice of Meeting, the Directors have concluded that the proposed sale of C4i to Exelis is in the best interests of the Company and its shareholders ("Shareholders").

The Company and Exelis have entered into a share purchase agreement pursuant to which the Company proposes to sell its shareholding in C4i to Exelis ("Proposed Transaction") based on an enterprise valuation of A$16 million for C4i plus a potential earn out payment by Exelis to the Company. The Proposed Transaction is conditional on approval by LongReach Shareholders.

I enclose your Notice of Meeting setting out the item of business for the meeting, together with the following:

  • Explanatory Statement giving further information on the Proposed Transaction; and

  • A personalised proxy form.

Your vote is important and, on behalf of the Board, I encourage you to vote by attending the General Meeting, or if you are unable to attend the meeting, by completing and returning the proxy form enclosed with this notice.

Exelis

Offer

Recommendation

Exelis is a diversified, top-tier global aerospace, defence and information solutions company. The Information Systems Division of Exelis provides advanced engineering services and integrated network solutions to a broad range of customers.

The Exelis offer to acquire C4i is an acknowledgement of the world leading technology developed by C4i and your board of directors believes that the consideration offered represents a good premium to the market capitalisation of the Company and the intrinsic value of the C4i business. Your board of directors believes that the Proposed Transaction represents the best option available to LongReach Shareholders.

The Board of Directors of the Company unanimously recommend that Shareholders vote in favour of the resolution to be considered at the General Meeting.

I look forward to welcoming you to the meeting.

Yours sincerely,

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Larry Case Chairman

This document should be read in its entirety. If you are in doubt as to how to vote, you should seek advice from your accountant, solicitor or other professional advisor prior to voting.

www.longreach.com

31 Market Street (PO Box 581), South Melbourne, Victoria, Australia 3205, Tel: +61 3 9926 1155 Fax: +61 3 9696 1411

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NOTICE OF GENERAL MEETING 2013

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The General Meeting of the Shareholders of LongReach Group Limited will be held at C4i Pty Ltd, 31 Market Street, South Melbourne, Victoria 3205, on 31 January 2013 at 11.30am (AEDT).

Further information on the resolution set out below is contained in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.

BUSINESS

Approval of Sale of C4i Pty Ltd

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

“That for the purpose of ASX Listing Rule 11.2 and for all other purposes, approval is given for the sale of C4i Pty Ltd to Exelis Inc. (or its nominee) on terms and conditions set out in the Explanatory Statement which forms part of this Notice of Meeting”

VOTING ENTITLEMENT

Pursuant to section 1074E(2)(g) of the Corporations Act 2001 (Cth) and Regulation 7.11.37 of the Corporations Regulation 2001, the Board of LongReach has determined that a Shareholder's voting entitlement at this meeting will be taken to be the entitlement of the persons shown in the Company's register of members as at 7.00pm on 29 January 2013.

PROXIES

Any member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in the member's place. The proxy need not be a member of the Company, and may be a corporation. A proxy form accompanies this Notice of General Meeting for this purpose.

A proxy form must be signed by a member or his or her attorney and, in the case of a joint holding, by each of the joint holders.

Members who are entitled to cast two or more votes may appoint not more than two proxies to attend and vote at this meeting. Members wishing to appoint a second proxy should request an additional proxy form from the Company’s share registry – Advanced Share Registry Services. Where two proxies are appointed, both forms should be completed with the nominated proportion or number of votes each proxy may exercise. If no such proportion or number is specified, each proxy may exercise half of the votes. Fractions of votes are to be disregarded.

Where a member appoints 2 proxies, on a show of hands neither proxy may vote if more than one proxy attends and on a poll each proxy may only exercise votes in respect of those shares or voting rights the proxy represents.

The appointment of one or more duly appointed proxies will not preclude a member from attending this meeting and voting personally. If the member votes on a resolution, the proxy must not vote as the member’s proxy on that resolution.

Any instrument appointing a proxy in which the name of the appointee is not completed is regarded as given in favour of the chairman of the meeting.

In the case of joint holders of shares, if more than one holder votes at the meeting, only the vote of the first named of the joint holders in the share register of the Company will be counted.

To be effective, proxy forms (and the power of attorney or other authority (if any) under which it is signed (or an attested copy)) must be received by the Company no later than 48 hours before the appointed time of the meeting and can be returned to the Company by the following methods:

www.longreach.com

Page 2 of 8

NOTICE OF GENERAL MEETING 2013

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To the Company’s Share Registry:

Advanced Share Registry Services

or

Direct to the Company:

LongReach Group Limited

By mail: By fax: By fax: PO Box 1156 (08) 9389 7871 (03) 9696 1411 Nedlands, WA, 6909

Proxies given by a corporation must be signed either under seal or under the hand of a duly authorised attorney. In addition, should the constitution of a corporation permit the execution of documents without using a common seal, the documents must be signed by two directors or a director and company secretary, or for a proprietary company that has a sole director who is also a company secretary, that director.

If a body corporate is appointed as proxy, please write the full name of that body corporate (eg, Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:

  • appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act; and,

  • provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If no such evidence is received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

Body Corporate Representatives:

  • A corporation, by resolution of its directors, may authorise a person to act as its representative to vote at the meeting.

  • A representative appointed by a corporation may be entitled to execute the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of LRG.

  • To evidence the authorisation, either a certificate of corporate body representative executed by the corporation or under the hand of its attorney or an equivalent document evidencing the appointment will be required.

  • The certificate or equivalent document must be produced prior to the meeting.

By order of the Board

VOTING EXCLUSIONS

The Company will disregard any votes cast on the resolution by:

  • (1) any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed, or an associate of any such persons, including Peter Harrison and any associate of Peter Harrison; and,

  • (2) any member of the key management personnel (KMP) or their closely related party as a proxy for a person who is entitled to vote.

However, the Company will not disregard a vote if:

  • the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

  • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides and the proxy form expressly authorises the person chairing the meeting to exercise the proxy regardless of whether the resolution relates directly or indirectly to the remuneration of any KMP.

"Closely related party" and key management personnel is defined in the Corporations Act and closely related party includes a spouse, dependent and certain other close family members of a KMP as well as any companies that the KMP controls.

www.longreach.com

Page 3 of 8

NOTICE OF GENERAL MEETING 2013 EXPLANATORY STATEMENT

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EXPLANATORY STATEMENT

This Explanatory Statement accompanies and forms part of the Notice of General Meeting of LongReach Group Limited (“the Company” or “LongReach”).

Introduction

In the first half of 2012 the Company received an unsolicited approach rom Exelis Inc. (“Exelis” or “the Purchaser”) to sell the C4i business and due diligence commenced shortly thereafter.

On 10 December 2012 LongReach entered into a share purchase agreement to sell its wholly-owned subsidiary, C4i Pty Limited (“C4i”) to Exelis on terms disclosed below ("Proposed Transaction").

Under the share purchase agreement, the Proposed Transaction is, amongst other matters described below, subject to the approval of LongReach shareholders ("Shareholders").

Requirement for Shareholder Approval

The business conducted by C4i is the main undertaking of the Company and as a result ASX Listing Rule 11.2 requires that Shareholder approval be obtained, as an ordinary resolution, for the sale of C4i to Exelis.

Indicative Timetable

The following is the current indicative timetable for the Proposed Transaction:

Event Proposed Date
LongReach Shareholders' meeting to consider the resolution 31 January 2013
Completion of Proposed Transaction 28 February 2013, although this date is
indicative only and will fall 5 calendar days
after all conditions to Completion of the
Proposed Transaction are satisfied or
waived (or such other date agreed between
LongReach and Exelis)

The Proposed Transaction

Subject to Shareholder approval, LongReach has agreed to sell its shareholding in C4i to Exelis on the following terms and conditions:

  • 1) The purchase price payable by Exelis to LongReach in cash is equal to the sum of:

  • $16 million on a cash-free, debt-free basis and assuming a normal level of working capital in C4i on completion of the Proposed Transaction; plus

  • 50% of the amount by which revenues generated by C4i in the two year period to 30 June 2014 (ie. FY 13 and FY 14) exceed $27.5 million, such payment not to exceed $2.25 million.

  • 2) The conditions to completion of the Proposed Transaction include no breach of title and authority warranties, no breach of a warranty which would lead to a material adverse effect, no material breach of the agreement by the Company, no material adverse effect, Shareholder approval of the transaction and no regulatory interference prohibiting the transfer of the shares in C4i to Exelis.

  • 3) The Company must comply with certain pre-completion obligations, including undertaking the necessary steps to obtain shareholder approval and procuring that C4i conducts its business in the ordinary and usual course with its usual business practices and does not make any significant change to the nature and scale of any activity comprised in the business.

www.longreach.com

Page 4 of 8

NOTICE OF GENERAL MEETING 2013 EXPLANATORY STATEMENT

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  • 4) The Company must comply with certain pre-completion business restrictions, including procuring that C4i does not, except with the consent of Exelis or as otherwise contemplated by the share purchase agreement, issue any new securities, declare any dividends, alter the constitution of C4i or its subsidiaries, enter into any material capital expenditure commitments, or enter into, terminate or vary any material contracts.

  • 5) The share purchase agreement also contains representations and warranties by the Company in relation to C4i and its business. The Company has given indemnities for breach of warranty, products liability, related party transactions and tax liabilities. The Company’s maximum liability under these indemnities is limited to the purchase price (or 50% of the purchase price for some of the warranties). The time limit for bringing any claims is generally in line with the statute of limitations for claims related to title and authority, tax, employee, government contracts or environmental claims. Otherwise warranty claims must be brought with 18 months of completion.

  • 6) Part of the purchase price ($3.75 million) is to be held by an independent third party escrow agent which may be used to satisfy liabilities of the Company under the share purchase agreement.

  • 7) If before 28 February 2013, or any other date agreed by the Company and Exelis, the share purchase agreement is terminated as a result of:

  • a) the conditions requiring shareholder approval or entry by C4i into a new tax sharing and funding agreement not being satisfied or waived; or

  • b) any other condition not being satisfied or waived as a result of any action or omission of the Company or C4i; or

  • c) the Company not complying with a material obligation to complete the Proposed Transaction as a result of any action or omission of the Company or C4i,

the Company is required to reimburse the costs, expenses and outgoings of Exelis actually and reasonably incurred in relation to the Proposed Transaction up to a maximum of $500,000 .

  • 8) The Company has agreed not to solicit an offer from a third party or participate in discussions or negotiations regarding any competing transactions. The LongReach directors ("Directors") are not restricted from responding to an unsolicited proposal where their fiduciary responsibilities require them to do so.

  • 9) The Company has agreed to various non-compete obligations including not soliciting customers or employees of C4i for a period of up to 3 years from completion.

Nightingale Partners Pty Ltd, LongReach's largest Shareholder with a 41.1% shareholding, has informed the Company that it intends to vote in favour of the resolution in the absence of a superior proposal.

www.longreach.com

Page 5 of 8

NOTICE OF GENERAL MEETING 2013 EXPLANATORY STATEMENT

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About Exelis

Exelis is a diversified, top-tier global aerospace, defence and information solutions company and the Information Systems Division, of which C4i would be a part, provides advanced engineering services and integrated network solutions to a broad range of customers. Exelis employs about 20,500 people on a world-wide basis and generated sales of $US5.8 billion in the financial year ended 31 December 2011.

The commercial logic for the transaction is that the C4i business is more valuable as part of Exelis than it is as an independent company. As a part of a multi-billion dollar global prime contractor, C4i will have the financial capability and credibility to bid on larger and more diverse projects which in the past have been out of C4i's reach. Exelis operates in 50 countries around the world and the association with them will open up a number of new markets for C4i.

Analysis of the Offer

In the opinion of the Directors, the consideration offered by the Purchaser exceeds the fair market value of C4i as an independent business and incorporates a suitable premium for the strategic value that C4i will bring to Exelis. The Directors believe that the completion of the Proposed Transaction represents the best outcome for shareholders. This opinion is based on an analysis of C4i's earnings, its financial position, its prospects if it were to remain an independent company and the prospects of a sale on better terms and for consideration greater than under the Proposed Transaction.

In assessing the Proposed Transaction the Directors noted:

  • The absence of any competitive offer.

  • The cost and the availability of the capital that would be required to achieve a market capitalisation equivalent to the consideration offered under the Proposed Transaction in the near to medium term.

  • The earnings multiple of the consideration under the Proposed Transaction is approximately 17 times after-tax earnings representing approximately a 23% premium to the average price earnings ratio of ASX listed companies. As a small cap company Longreach should not expect to trade at multiples of much larger ASX listed companies.

  • The EBIT multiple is approximately 12 times average EBIT over the 5 years to 30 June 2013 (adjusted). EBIT multiples based on actual results for the last three years with positive EBIT are as follows:

follows:
2009 2010 2012
EBIT multiple based on a
$16M purchase price
9.2 9.5 21.5
EBIT multiple based on an $18.25M
purchase price
10.5 10.8 24.5

Advantages of approving the Offer

  • Immediate delivery to the Company of cash to pursue other investments.

  • A substantial premium of 4 to 4.6 times the market capitalisation of the Company immediately prior to the announcement of the proposed transaction, which was approximately $4 million.

Disadvantages of the approving the Offer

  • Loss of opportunity to develop the C4i business and achieve a Shareholder return that exceeds the consideration under the Offer.

  • Following completion of the Proposed transaction, LongReach will have no operating activities until an alternative investment (or multiple investments) is identified.

www.longreach.com

Page 6 of 8

NOTICE OF GENERAL MEETING 2013 EXPLANATORY STATEMENT

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Exelis's Intentions with Respect to the C4i Business

C4i has excellent technology and a highly competent staff. For a number of years it has been a supplier to Exelis and over the past two years has partnered with Exelis to bring solutions to customers on several opportunities including a current bid effort aimed to improve the modernization of Australia's Air Traffic Control system. C4i's biggest weakness has always been its size which has precluded it from tendering as a prime contractor on many major contracts. The association with Exelis will overcome this problem and Exelis has indicated their desire to grow the C4i business both in Australia and overseas.

Future of LongReach

Post Completion

C4i is the operating entity for the Company’s business and the sale of C4i will leave LongReach essentially as a “cash box” with no operating activities.

Its only asset will be approximately $18.5 million in cash (including cash to be held in escrow) and a “contingent” asset of up to $2.25 million which will be received if C4i achieves its revenue targets for FY 2013 and FY 2014.

Our preliminary tax advice is that no tax will be payable on the sale of the business, provided LongReach continues to comply with the continuity of ownership test as specified in the Income Tax Assessment Act 1997 for the remainder of the financial year. Should capital gains tax be applicable, however, the cash assets of the Company post completion will be reduced by approximately $3 million.

Over the next 6 months the directors will investigate investment opportunities and consider capital management options.

Any significant investment will be subject to shareholder approval and in such event it is likely that the ASX would exercise its discretion to require the Company to meet the admission requirements under Chapters 1 and 2 of the ASX Listing Rules as if the Company were a new listing. There would be costs associated in recomplying with the admission requirements.

If the Company is not able to make an announcement regarding an intention to acquire a new business within 6 months of completion of the sale the ASX will generally exercise its discretion under ASX Listing Rules 12.3, 17.3.2 and/or 17.3.4 to suspend the quotation of the Company’s securities at the end of that 6 month period.

If the Offer is not approved

If the resolution approving the Proposed Transaction is not passed, C4i will continue to be a wholly owned subsidiary of LongReach and if the share purchase agreement is consequently terminated the Company is required to reimburse the costs, expenses and outgoings of Exelis actually and reasonably incurred in relation to the Proposed Transaction up to a maximum of $500,000. The business of C4i will continue on a “business as usual” basis if the Offer is not accepted or the sale does not complete.

No Superior Proposal has emerged

As at the date of this Explanatory Statement, the Company has not received a proposal from any third party that would, in the opinion of the Directors, provide a superior outcome for Shareholders than the outcome that would be achieved under the Proposed Transaction.

It is possible that a competing proposal may be received by the Company prior to the date of the General Meeting. If a competing proposal is received prior to the date of the General Meeting, your Directors will give due consideration to it in accordance with their duties, including assessing whether it constitutes a superior proposal or has the potential to become a superior proposal. Your Directors will update Shareholders accordingly in relation to any receipt before the General Meeting of a competing proposal that may cause the Directors to change or withdraw their current unanimous recommendation in favour of the Proposed Transaction.

www.longreach.com

Page 7 of 8

NOTICE OF GENERAL MEETING 2013 EXPLANATORY STATEMENT

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Under the terms of the share purchase agreement, a reimbursement fee is payable to Exelis by the Company in certain circumstances if the Proposed Transaction does not proceed. In addition, the Company has agreed not to solicit an offer from a third party or participate in discussions or negotiations regarding any competing transactions, subject to where their fiduciary responsibilities require them to do so.

Directors Interest in the Transaction

No Director has an interest in Exelis or its parent or related companies.

Peter Harrison will receive a retention bonus should the acquisition complete of approximately $115,000.

Other than as stated above, no Director will receive any benefit arising from the transaction other than as a shareholder in LongReach.

Directors' Recommendation

Your Directors believe that the sale of C4i on the terms proposed is in the best interests of LongReach's shareholders and unanimously recommend that Shareholders vote in favour of the sale.

ASX Listing Rules prevent C4i's CEO, Peter Harrison, from voting on the resolution.

LongReach's two non-executive Directors, Larry Case and Christian Bernecker, will vote in favour of the resolution.

Subject to compliance with the Corporations Act, the chairman of the meeting intends to vote all undirected proxies in favour of the resolution. If you wish to appoint the chairman of the meeting as your proxyholder but do not want him to cast your vote in favour of the resolution, you should complete the appropriate box on the proxy form directing him to vote against or abstain from voting on the resolution.

Questions

If you have any questions about this notice or the accompanying documents, please contact:

LongReach Group Share Registry: Advanced Share Registry Services Unit 2, 150 Stirling Hwy (PO Box 1156) Nedlands WA 6009 Ph: +61 8 9389 8033 Fx: + 61 8 9389 7871

www.longreach.com

Page 8 of 8

ABN 57 010 597 672

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Lodge your vote:

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Proxy Form

By Mail:

Advanced Share Registry Limited PO Box 1156 Nedlands WA 6909

Alternatively you can fax your form to (Within Australia) (08) 9389 7871 (Outside Australia) +618 9389 7871

For Online Vote www.advancedshare.com.au

For all enquiries call:

Telephone: (Within Australia) (08) 9389 8033 (Outside Australia) +618 9389 8033 Email: [email protected]

 Instructions

  1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

  3. This proxy should be signed in the exact manner as the name that appears on the proxy.

  4. If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

  5. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

  6. To be effective, proxies must be delivered by shareholders as follows:

  7. Shareholders must deliver their proxies prior to 29 January 2013 at 11.30am (AEDT) by mail to PO Box 1156, Nedlands, 6909, Western Australia or by facsimile at (08) 9389 7871 or deliver to the Share Registry of the Company at Unit 2, 150 Stirling Hwy, Nedlands, Western Australia, 6009.

For those wishing to lodge their vote online, this facility will close at 29 January 2013 at 11.30am (AEDT).

  1. For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 29 January 2013 at 7.00pm (AEDT) will be entitled to attend and vote at the Meeting.

  2. The Chairman intends to vote in favour of all resolutions set out in the Notice of Meeting.

  3. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

  4. This proxy should be read in conjunction with the accompanying documentation provided by management of the Company.

  5. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

Turn over to complete the form

CHECK OUT OUR WEBSITE at

www.advancedshare.com.au

  • Check all holdings by using HIN/SRN

  • Update your holding details

  • Reprint various documents online

1

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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.

Bar Code

HIN/SRN

CODE

Please markto indicate your directions

Form of Proxy

  •  PLEASE NOTE: This proxy is solicited on behalf of the management of LongReach Group Limited ABN 57 010 597 672 (the "Company") for use at the meeting of the shareholders of the Company to be held at C4i, 31 Market Street, South Melbourne VIC 3205 on 31 January 2013 at 11.30am (AEDT) or any adjournment thereof (the "Meeting").

Appoint a Proxy to Vote on Your Behalf

STEP 1

I/We being a member/s of LongReach Group Limited hereby appoint

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the Chairman

of the meeting

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OR
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 PLEASE NOTE: If you leave the section blank, the Chairman of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Meeting and at any adjournment of that meeting and authorise my/our proxy to exercise our proxy even if the matter relates directly or indirectly to the remuneration of a member of the key management personnel of LongReach Group Limited.

If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following: Proxy 1 is appointed to represent _% of my voting right and Proxy 2 is appointed to represent _% of my total votes. My total voting right is ____ shares.

 PLEASE NOTE: If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

With respect to any amendment or variations to the matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting, I/we confer discretionary authority on the person voting on behalf of me/us to vote as that person sees fit. At the time of printing this Form of Proxy, management knows of no such amendment, variation or other matter.

STEP 2

Items of Business

 PLEASE NOTE: If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and your votes will not be counted in computing the required majority on that item.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below.

FOR AGAINST ABSTAIN

Resolution 1: To approve the sale of C4i Pty Ltd

If no choice is specified, the shareholder is conferring discretionary authority on the proxy to vote at his or her discretion.

SIGN

Signing by member

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding)

/ /

Sole Director and Sole Secretary

[Director/Company ] Secretary

Director

Date

2