MINDAX LIMITED — AGM Information 2011

Oct 12, 2011

MINDAX LIMITED

ACN 106 866 442

NOTICE OF ANNUAL GENERAL MEETING

TIME : 3.00pm (AWST)

DATE : 17 November 2011

PLACE : Waterwall Room, Esplanade River Suites, 112 Melville Parade, Como, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9486 2333 .

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	11
Schedule 1 – Terms and Conditions of Scheme	13

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 3.00pm (AWST) on 17 November 2011 at:

Waterwall Room

Esplanade River Suites, 112 Melville Parade Como, Western Australia.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out in the Proxy Form.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the annual general meeting of Shareholders will be held at 3.00pm (AWST) on 17 November 2011 at Waterwall Room, Esplanade River Suites, 112 Melville Parade, Como, Western Australia.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 3.00pm (AWST) on 15 November 2011.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2011.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

• (d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR BENJAMIN CHOW

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

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“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Benjamin Chow, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR ANDREW TSANG

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Andrew Tsang, a Director who was appointed on 18 November 2010, retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR KENNETH MALCOLM PETTIT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Kenneth Malcolm Pettit, a Director who was appointed on 16 May 2011, retires, and being eligible, is re-elected as a Director.”

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 5,818,811 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form 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.

6. RESOLUTION 6 – APPROVAL OF COMPANY’S EMPLOYEE OPTION SCHEME

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.2 (exception 9(b)) and for all other purposes, approval is given for the Directors to implement and maintain the Mindax Limited Employee Option Scheme ( Scheme ) and to issue Shares under the Scheme from time to time upon the terms and conditions set out in the Scheme (the terms of which are summarised in the Explanatory Statement).”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by the Directors of the Company (except those who are ineligible to participate in any employee incentive scheme in relation to the Company) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form, 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.

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DATED: 10[TH] OCTOBER 2011

BY ORDER OF THE BOARD

ANGELO FRANCESCA COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 3.00pm (AWST) on 17 November 2011 at Waterwall Room, Esplanade River Suites, 112 Melville Parade, Como, Western Australia.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://www.mindax.com.au/.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

Under recent changes to the Corporations Act, which came into effect on 1 July 2011, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2011.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

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2.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR BENJAMIN CHOW

Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors (excluding the Managing Director, pursuant to clause 17.4 of the Constitution) for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded downwards in case of doubt), shall retire from office.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

The Company currently has 4 Directors (excluding the Managing Director) and accordingly 1 must retire. A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

Mr Benjamin Chow retires by rotation and seeks re-election. Mr Chow has been a director since October 2009.

Mr Chow is a distinguished Australian, who has a business background in engineering, property development and leadership in the Chinese and Australian financial sectors. Benjamin Chow has worked continuously in the land development industry both in Australia and South East Asia since 1968, having immigrated to Australia in 1962. He is deputy chairman of the NSW Multicultural Business Advisory Panel which assists with the implementation of multicultural policies. He has previously served as President of Australian Chinese Community Association of NSW, President of Chinese Australian Forum of NSW and VicePresident of the Ethnic Communities Council of NSW. He is a past member of the Council of National Museum of Australia, a past member of the Bond University Council, President of Sydney University Nerve Research Foundation, a Trustee and Chairman of Australian Chinese Charity Foundation and a Director of Chain Reaction Foundation Ltd.

Mr Chow is a Director of Invocare Limited, an ASX listed company.

4. RESOLUTIONS 3 AND 4 – RE-ELECTION OF DIRECTORS – MESSRS ANDREW TSANG AND KENNETH MALCOLM PETTIT

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

As announced by the Company on 18 November 2010, Mr Andrew Tsang was appointed as a Director of the Company on 18 November 2010 following Mr

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Nicholas Smith’s resignation on 30 October 2010. Mr Tsang is a naturalised Australian citizen who was born and educated in China and who has successfully established and run construction, engineering and property development businesses both in China and Australia as well as establishing successful import agencies for Australian manufactured goods into China. He has sound commercial connections with many leading Chinese heavy industry producers including participants in the Chinese steel manufacturing industry.

Mr Kenneth Malcolm Pettit was appointed as a Director of the Company on 16 May 2011. Mr Ken Pettit is a senior barrister practising from Francis Burt Chambers in Perth Western Australia. Mr Pettit joined the independent bar in 1995 and was appointed as Senior Counsel in 2003.

Mr Pettit has 25 years’ experience specialising more recently in the fields of mining, property, planning, native title, commercial and industrial relations law. Before entering the legal profession, Mr Pettit graduated and worked as a Pharmacist.

Mr Pettit is also a board member of the Diabetes Research Foundation, the Keogh Institute for Medical Research and more recently has been appointed as Chair of the Port Hedland Port Authority.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Messrs Tsang and Pettit will retire in accordance with clause 13.4 of the Constitution and, being eligible, seek re-election.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – SHARES

5.1 General

As announced on 19 April 2011, the Company has proceeded with an issue of 5,818,811 Shares by way of a placement of to sophisticated and professional investors, raising gross proceeds of approximately $2.03 million.

The subscribers pursuant to this issue were not related parties of the Company.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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5.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 5,818,811 Shares were issued and allotted;

• (b) the issue price was $0.35 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to sophisticated and professional investors, who were clients of Patersons Securities Limited, Shaw Corporate Finance Pty Ltd and Macquarie Group Limited, none of whom were related parties of the Company; and

• (e) the funds raised from this issue were used to progress the Company’s Mt Forrest Iron Project and for general working capital.

6. RESOLUTION 6 - APPROVAL OF COMPANY’S EMPLOYEE OPTION SCHEME

6.1 General

To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of directors and employees of a high calibre, the Company established the “Mindax Limited Employee Option Scheme” ( Scheme ).

As announced by the Company on 27 November 2008, the Scheme was approved by the Shareholders at the 2008 Annual General Meeting. In order to comply with exception 9(b) of ASX Listing Rule 7.2 the Company seeks Shareholder approval to allow the issue of Options under the Scheme ( Scheme Options ) as an exception to ASX Listing Rule 7.1. An issue under an employee incentive scheme will only fall within exception 9(b) of ASX Listing Rule 7.2 if the securities are issued under a scheme approved by shareholders within three years before the date of issue.

If Resolution 6 is passed, the Company will have the ability to continue to issue Scheme Options to eligible participants under the Scheme over a further period of three years without impacting on the Company’s 15% placement capacity under ASX Listing Rule 7.1.

The Employees of the Company (including the Company’s Directors) have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the Scheme is an appropriate method to:

• (a) reward Employees for their past performance;

• (b) provide long term incentives for participation in the Company’s future growth;

• (c) motivate Employees and generate loyalty from senior Employees; and

• (d) assist to retain the services of valuable Employees.

The Scheme will be used as part of the remuneration planning for non-executive Directors and other employees of the Company.

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Since the Scheme was approved at the 2008 Annual General Meeting, the Company has issued 600,000 Scheme Options pursuant to the Scheme.

A summary of the terms and conditions of the Scheme is set out in Schedule 1 and a full copy of the Scheme is available for inspection at the Company’s registered office until the date of the General Meeting.

7. ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+61 8) 9486 2333 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Mindax Limited (ACN 106 866 442).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Employee means:

• (a) a full-time or part-time employee of the Company; or

• (b) a non-executive director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

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Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2011.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Scheme means the Mindax Limited Employee Option Scheme.

Scheme Option means an option to acquire a Share, pursuant to the Scheme.

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

Share Ratification means the ratification of the issue of 5,818,811 Shares at an issue price of $0.35 per Share to raise approximately $2.03 million.

Shareholder means a holder of a Share.

AWST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF SCHEME

1. DEFINITIONS AND INTERPRETATIONS

• 1.1 In these terms and conditions, the following words and expressions have the meanings indicated unless the contrary intention appears:

“ Associate ” of an Employee means:

• (a) a spouse, parent, brother, sister or child of the Employee (“Relative”);

• (b) a body corporate that is effectively controlled by the Employee and the relatives of the Employee; or

• (c) the trustee of a trust that is effectively controlled by one or more of the Employee and the Relatives of the Employee.

“ ASX ” means Australian Stock Exchange Limited.

• “ Board ” means the board of directors of the Company.

• “ Director ” means all or some of the Directors acting as a board.

• “ Company ” means Mindax Limited.

“ Employee ” means:

• (a) a full-time or part-time employee of the Company; or

• (b) a non-executive director of the Company.

• “ Listing Rules ” means the Official Listing Rules of ASX.

• “ Market Value ” of a Share means:

• (a) the weighted average price of all on market share sales over the 30 days preceding the date the offer of Options is made to the Participant; or

• (b) if the Board adopts another method for determining the market value – the value determined under that method.

“ Option ” means an option to subscribe for Shares issued under the Scheme.

“ Participant ” means:

• (a) an Employee who personally holds an Option issued under the Scheme; or

• (b) an Employee whose nominated Associate holds an Option issued under the Scheme;

“ record date ” has the same meaning as in the Listing Rules;

“ Redundancy ” means any situation where the requirements of the Company for an Employee to carry out a particular kind of work (given his or her particular skills) or to carry out certain work in a particular place, have ceased or diminished (or are likely to do so), but does not extend to the dismissal of an Employee for personal or disciplinary reasons, including for reasons of misconduct or unsatisfactory performance, or where an Employee leaves of his or her own accord.

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“ Retirement ” means retirement by the Participant from employment with the Company at age 55 or over;

“ Scheme ” means the Mindax Limited Employee Option Scheme constituted by these Terms and Conditions.

“ Share ” means a fully paid ordinary share in the capital of the Company.

“ Total and Permanent Disablement ” means that the participant has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Participant unlikely ever to engage in any occupation for which he or she is reasonably qualified by education, training or experience.

• 1.2 Words imparting the singular include the plural and vice versa and words denoting a gender include all other genders.

2. ISSUE OF OPTIONS

2.1 Eligibility

The Board may offer Options to an Employee having regard to:

• (a) The potential contribution of the Employee to the Company; and

• (b) Any other matters the Board considers relevant.

2.2 Nomination of Associate

Upon receipt of an offer of Options an Employee may nominate an Associate to be the person issued with those Options. The Board may, in its absolute discretion, resolve not to issue Options to a nominated Associate without giving any reason.

2.3 Acceptance of offers

An Employee or nominated Associate may accept an offer of Options within the time specified in the offer document. No payment is required to accept the offer.

2.4 Issue of Options

Options must be issued in accordance with these Terms and Conditions and each Participant and, where relevant, Associate will be taken to have agreed to be bound by these Terms and Conditions on the issue of any Options.

The Company must issue each Participant or nominated Associate with an Option certificate indicating the number of Options issued and the exercise price of the Options.

The Board retains the right to withdraw an offer of Options at any time prior to issuing the Options.

3. MAXIMUM NUMBER OF OPTIONS

The Board may not offer Options under this Scheme if the total number of Shares the subject of the Options, when aggregated with:

• (a) the number of Shares in the same class which would be issued if each outstanding offer or invitation or option to acquire unissued shares in the

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Company, being an offer or invitation made or option acquired pursuant to this Scheme or any other employee or executive share scheme, was accepted or exercised; and

(b)

the number of Shares in the same class issued during the previous five years pursuant to this or any other employer or executive share scheme,

(disregarding any offer or invitation made, or option acquired or share issued following the making of an offer or invitation, to a person situated at the time of receipt of the offer or invitation outside Australia or by way of excluded offer or invitation within the meaning of the Corporations Act), would exceed 5% of the total number of issued Shares of the Company as at the time of the proposed offer.

4. ENTITLEMENT

• 4.1 Subject to clauses 8 and 9, each Option entitles the holder to subscribe for and be allotted, credited as fully paid, one Share at the exercise price per Share as defined in clause 4.2.

4.2 The exercise price per Share is the greater of:

• (a) 120% of the Market Value of Shares on the day the Option is issued;

• (b) 25 cents; or

• (c) any greater exercise price determined by the Board and advised to the Employee when Options are offered to the Employee.

• 4.3 Subject to these Terms and Conditions, the Company must allot Shares on exercise of an Option in accordance with the Listing Rules.

• 4.4 Shares issued on the exercise of Options will rank equally with all existing Shares in the capital of the Company from the date of issue.

5. EXERCISE OF OPTIONS

• 5.1 An Option shall not be exercisable until after:

• (a) such period or periods (if any) as the Directors may decide; or

• (b) such conditions as the Directors may decide have been satisfied or fulfilled.

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• 5.2 An Option is exercisable by the holder lodging a notice to exercise the Option and application for Shares in a form approved by the Company, together with payment of the exercise price of each Share to be issued and the relevant Option certificate, with the Company Secretary.

• 5.3 Options must be exercised in multiples of 100, unless the holder exercises all Options able to be exercised at that time. The exercise of some Options only does not affect the holder’s right to exercise other Options at a later time. If the holder exercises less than all Options represented by a certificate then the Company will cancel the certificate and issue a new certificate for the balance.

• 5.4 Subject to clauses 5.1, 5.4 to 5.7 inclusive, an Option that has not lapsed may be exercised at any time prior to the date which is 3 years after the date the Option is issued.

• 5.5 If a Participant ceases to be an Employee;

• (a) 2 years or more after Options are issued in relation to the Participant; or

• (b) because of Retirement, Total and Permanent Disablement, Redundancy, death or any other circumstances approved by the Board,

the options may be exercised within 30 days (or 3 months, in the case of death) after ceasing to be an Employee or any longer period permitted by the Board. If not exercised within that period, the Options lapse.

• 5.6 If a Participant ceases to be an Employee and clause 5.4 does not apply, Options issued in relation to the Participant lapse.

• 5.7 If the Board determines that:

• (a) a Participant has acted fraudently, dishonestly or in breach of the Participant’s obligations to the Company; and

• (b) Options issued in relation to the Participant are to be forfeited,

the Options will immediately lapse.

• 5.8 Notwithstanding any other clause, any Option not exercised will lapse on the expiry of 3 years after the date the Option was issued.

6. TRANSFER

Options may only be transferred with the approval of the Board. Options will not be quoted on ASX.

7. QUOTATION OF SHARES

The Company will make application to ASX for official quotation of Shares issued on the exercise of Options, if other Shares of the Company are listed at that time.

8. PARTICIPATION IN FUTURE ISSUES

8.1 If the Options are exercised before the record date of an entitlement, the Option Holder can participate in a pro rata issue to the holders of the underlying securities in the Company. The Company must notify the Option Holder of the proposed issue at least nine (9) business days before the record date. Option Holders do not have

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a right to participate in new issues without exercising their options in accordance with Listing Rule 6.19.

• 8.2 In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

• 8.3 The Options will not give any right to participate in dividends until shares are allotted pursuant to the exercise of the relevant Options.

• 8.4 In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced according to the following formula:

• O’ = O – E[P – (S + D)]

  • N+1

• O’ = the new exercise price of the Option.

• O = the old exercise price of the Option.

• E = the number of underlying securities in the Company into which one option is exercisable.

• P = the average market price per security (weighted by reference to volume) of the underlying securities in the Company during the five (5) trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price for a security under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security in the Company.

The terms used in this sub-clause and in particular the terms “pro rata issue”, “underlying securities” and “market price” shall have the same meanings as in the Listing Rules.

• 8.5 The number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to exercise of the Options. The effect will be that upon exercise of the Options the number of Shares received by the Option Holder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for bonus issues. The exercise price of the Options shall not change as result of any such bonus issue.

• 8.6 The Company shall notify each Option Holder and ASX within one (1) month after the record date for a pro-rata bonus or cash issue of the adjustment to the number of Shares over which the Option exists and/or the adjustment to the exercise price.

9. ADVICE

The Company must give notice to each Participant or his nominated Associate of any adjustment to the number of Shares which the holder is entitled to subscribe for

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or be issued on exercise of an Option, or any adjustment to the exercise price per Share, in accordance with the Listing Rules.

10. NOTICES

Notices may be given by the Company to the holder or the Participant in the manner prescribed by the constitution of the Company for the giving of notices to members of the Company and the relevant provisions of the constitution of the Company apply with all necessary modification to notices to holders or Participants.

11. RIGHT TO ACCOUNTS

Holders will be sent all reports and accounts required to be laid before members of the Company in general meeting and all notices of general meetings of members but will not have any right to attend or vote at those meetings.

12. OVERRIDING RESTRICTIONS ON ISSUE AND EXERCISE

Notwithstanding any Terms and Conditions or the terms of any Option, Options may only be issued or exercised within the limitations imposed by the Corporations Act and the Listing Rules.

13. ADMINISTRATION OF THE SCHEME

13.1 The Scheme will be administered by the Board in accordance with these Terms and Conditions. The Board may make regulations for the operation of the Scheme which are consistent with these Terms and Conditions.

13.2 Any power or discretion which is conferred on the Board by these Terms and Conditions may be exercised by the Board in the interests or for the benefit of the Company, and the Board is not, in exercising any such power or discretion, under any fiduciary or other obligation to any other person.

• 13.3 Any power or discretion which is conferred on the Board by these Terms and Conditions may be delegated by the Board to a committee consisting of such Directors as the Board thinks fit.

13.4	The decision of the Board as to the interpretation, effect or application of these
	Terms and Conditions will be final and conclusive.

14. AMENDMENTS

These Terms and Conditions may only be amended, subject to the Listing Rules, by special resolution of the Company in general meeting.

15. RIGHTS OF PARTICPANTS

Nothing	in these Terms and Conditions:
(a)	confers on any Employee or Associate the right to receive any Options;
(b)	confers on any Participant the right to continue as an Employee;
(c)	affects any rights which the Company or a subsidiary may have to
	terminate the employment of any Employee; or

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(d) may be used to increase damages in any action brought against the Company or a subsidiary in respect of any such termination.

16. QUOTATION OF OPTIONS

The Company will not seek quotation on ASX of Options issued pursuant to the Scheme.

17. TAX LIABILITY

The Company shall have no liability for any tax imposed on any Employee or Associate as a result of any issue of Options pursuant to the Scheme.

18. GOVERNING LAW

The rights and obligations pursuant to this Scheme shall be construed in accordance with the laws of Western Australia.

19. GRIEVANCE PROCEDURES

• 19.1 If any grievance arises between the Company and any Participant, it must be dealt with in the following manner:

• (a) The matter must first be discussed with the Managing Director and the Participant;

• (b) If the matter is not resolved, the parties shall submit the matter to an agreed mediator for the purposes of conciliation and mediation in which case costs shall be borne equally between the Company and the Participant;

• (c) If the matter is not resolved to the satisfaction of both parties in accordance with clause 19.1(b) , the Company and the Participant shall submit the dispute to arbitration in accordance with clause 19.2.

• (d) The Company and the Participant shall ensure that the procedures to be followed pursuant to this clause are carried out expeditiously and in any event within 30 days of any grievance arising.

• 19.2 If agreement cannot be reached in accordance with the procedures outlined in clause 19.1, then the dispute shall be determined by an arbitrator determined by agreement of the parties and if agreement cannot be reached, by an arbitrator appointed by the President of the Law Society of Western Australia. The arbitration shall be carried out in accordance with the provisions of the Commercial Arbitration Act 1985 (Western Australia) and the determination of the arbitrator shall be final and binding.

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PROXY FORM

APPOINTMENT OF PROXY MINDAX LIMITED ACN 106 866 442

ANNUAL GENERAL MEETING

I/We
of
	being	a member of Mindax Limited entitled to attend and vote at the Annual General Meeting, hereby
Appoint
	Name of proxy
OR		the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, 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 to be held at 3.00pm (AWST), on 17 November 2011 at the Waterwall Room, Esplanade River Suites, 112 Melville Parade, Como, Western Australia and at any adjournment thereof.

If no directions are given in relation to Resolutions 2 to 6, the Chair intends to vote in favour of these Resolutions.

Important for Resolution 1: If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 6 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 6 and that votes cast by the Chair of the Annual General Meeting for Resolution 6 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolution 6 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 6.

OR

Voting on Business of the Annual General Meeting

% FOR AGAINST ABSTAIN Resolution 1 – Adoption of remuneration report Resolution 2 – Re-election of Director – Mr Benjamin Chow Resolution 3 – Re-election of Director – Mr Andrew Tsang Resolution 4 – Re-election of Director – Mr Kenneth Malcolm Pettit Resolution 5 – Ratification of Prior Issue – Shares Resolution 6 – Approval of Company’s Employee Option Scheme Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary	% FOR AGAINST ABSTAIN Resolution 1 – Adoption of remuneration report Resolution 2 – Re-election of Director – Mr Benjamin Chow Resolution 3 – Re-election of Director – Mr Andrew Tsang Resolution 4 – Re-election of Director – Mr Kenneth Malcolm Pettit Resolution 5 – Ratification of Prior Issue – Shares Resolution 6 – Approval of Company’s Employee Option Scheme Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary	% FOR AGAINST ABSTAIN Resolution 1 – Adoption of remuneration report Resolution 2 – Re-election of Director – Mr Benjamin Chow Resolution 3 – Re-election of Director – Mr Andrew Tsang Resolution 4 – Re-election of Director – Mr Kenneth Malcolm Pettit Resolution 5 – Ratification of Prior Issue – Shares Resolution 6 – Approval of Company’s Employee Option Scheme Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary
		%
		__
	Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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MINDAX LIMITED ACN 106 866 442

Instructions for Completing ‘Appointment of Proxy’ Form

( Appointing a Proxy ): A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Subject to the comments below, where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (c) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• (d) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• (e) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (f) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (g) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• (h) the appointed proxy is not the Chair of the meeting; and

• (i) at the meeting, a poll is duly demanded on the resolution; and

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(j) either of the following applies:

• (i) the proxy is not recorded as attending the meeting;

• (ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

3.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Mindax Limited, PO Box 92, WEST PERTH, WA 6872; or

• (b) facsimile to the Company on facsimile number (+61 8) 9485 2500; or

• (c) email to the Company at info@mindax.com.au,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

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