MYECO GROUP LTD — Proxy Solicitation & Information Statement 2013

Jun 6, 2013

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

DATE: 7 June 2013

NOTICE OF GENERAL MEETING

The Notice of General Meeting of Shareholders of Cardia Bioplastics Limited, together with the Explanatory Memorandum and Proxy Form, will be despatched to Shareholders today.

The General Meeting will be held at 9.00am (AEST) on 10[th] July 2013 at Suite 5, Level 1,310 Whitehorse Road, Balwyn, Victoria 3103.

A copy of the Notice of General Meeting and accompanying documents is attached.

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Pat Volpe Chairman

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CARDIA BIOPLASTICS LIMITED (ACN 064 755 237)

NOTICE OF GENERAL MEETING

INCLUDING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting Wednesday 10[th] July 2013

Time of Meeting 9.00am AEST

Place of Meeting Suite 5, Level 1, 310 Whitehorse Road, Balwyn, VIC 3103

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CARDIA BIOPLASTICS LIMITED

(ACN 064 755 237)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE GENERAL MEETING OF SHAREHOLDERS OF CARDIA BIOPLASTICS LIMITED (ACN 064 755 237) (“CARDIA OR THE COMPANY”) WILL BE HELD AT SUITE 5, LEVEL 1, 310 WHITEHORSE ROAD, BALWYN, VICTORIA 3103 IN THE STATE OF VICTORIA ON WEDNESDAY 10 JULY 2013 AT 9.00AM (AEST).

The Explanatory Memorandum and Proxy Form accompanying this Notice of General Meeting are hereby incorporated in and comprise part of this Notice of General Meeting.

BUSINESS

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

Resolution 1: Approval for Possible Issue of Shares to Sophisticated and Professional Investors

“THAT, in accordance with Listing Rule 7.1 and for all other purposes, shareholders approve the Directors to allot and issue up to maximum of 430 million ordinary shares to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 1 by

• a) person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.

• b) and any associates of such a person referred above at (a).

However, the Company need not disregard a vote cast on Resolution 1 if it is cast by:

• a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Resolution 2: Ratification of Issue of Shares to Sophisticated and Professional Investors

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, the prior allotment and issue of 200,000,000 fully paid ordinary shares under the placement announced on 21 December 2012 and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, be ratified.”

Voting Exclusion Statement

The Company will disregard any votes cast on the Resolution 2 by:

• a) persons who participated in the issue and persons who obtained a benefit except a benefit solely in the capacity of a holder of ordinary shares,

• b) an associate of those persons.

However, the Company need not disregard a vote cast on Resolution 2 if it is cast by:

• a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

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Resolution 3: Ratification of Issue of Shares to Sophisticated and Professional Investors

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, the prior allotment and issue of 200,000,000 fully paid ordinary shares under the placement announced on 21 May 2013 and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, be ratified.”

Voting Exclusion Statement

The Company will disregard any votes cast on the Resolution 3 by:

• a) persons who participated in the issue and persons who obtained a benefit except a benefit solely in the capacity of a holder of ordinary shares,

• b) an associate of those persons.

However, the Company need not disregard a vote cast on Resolution 3 if it is cast by:

• a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Resolution 4: Approval for Issue of Free Attaching Options

“That, subject to passing Resolution 3 in this Notice and for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the Directors to allot and issue 100,000,000 free attaching options to professional and sophisticated investors under the placement announced on 21 May 2013 and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast on the Resolution 4 by:

• a) persons who participated in the issue and persons who obtained a benefit except a benefit solely in the capacity of a holder of ordinary shares,

• b) an associate of those persons.

However, the Company need not disregard a vote cast on Resolution 4 if it is cast by:

• a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

PROXIES

Appointing a proxy

Members are entitled to appoint up to two proxies to act generally at the General Meeting on their behalf, and to vote in accordance with their directions on the Proxy Form. A proxy need not be a Member. A personalised Proxy Form is attached to this Notice of General Meeting.

Where two proxies are appointed, each proxy can be appointed to represent a specified proportion or number of the votes of the member. If no number or proportion of votes is specified, each proxy may exercise half of the member’s votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends the General Meeting.

If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each resolution by making the appropriate boxes on the Proxy Form.

Completed Proxy Forms (together with any authority under which the Proxy Form was signed, or a certified copy of the authority) must be returned by 9.00 am on 8[th] July 2013.

• by mail to Share Registry – Advanced Share Registry,PO Box 1156, Nedlands, Western Australia -6909

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• personally to Share Registry-Advanced Share Registry,150 Stirling Highway, Nedlands, Western Australia- 6009

• by facsimile to + 61 (08) 93897871

Further instructions are on the reverse of the Proxy Form.

Corporate representation

A corporation which is a member, or which has been appointed a proxy, may appoint an individual to act as a representative to vote at the General Meeting. The appointment must comply with section 250D of the Corporation Act. The representative should bring to the General Meeting evidence of his or her appointment unless it has previously been provided to the Share Registry.

VOTING EXCLUSION

Where a voting exclusion applies, 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 General 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.

ENTITLEMENT TO ATTEND AND VOTE AT THE GENERAL MEETING

All members may attend the General Meeting. The Directors have determined that for the purposes of voting at the meeting, shares will be taken to be held by the persons who are registered as the holders of those shares as at 7 pm (AEST) on 8[th] July 2013.

By Order of the Board of Cardia Bioplastics Limited

Rekha Bhambhani

Company Secretary Dated: 5 June 2013

The accompanying Explanatory Memorandum and Proxy Form including Voting instructions form part of this Notice of General Meeting

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EXPLANATORY MEMORANDUM TO NOTICE OF GENERAL MEETING

INTRODUCTION

This Explanatory Memorandum accompanies and forms part of the Cardia Bioplastics Limited (“Cardia” or “the Company”) Notice of General Meeting to be held on 10[th] July 2013 at 9.00 am. This Explanatory Memorandum is to assist shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the resolutions proposed. Both documents should be read in their entirety and in conjunction with each other. Terms used in the Explanatory Memorandum are defined in the Glossary.

Resolution 1: Approval for Possible Issue of Shares to Sophisticated and Professional Investors

1.1 General

The Company is seeking the power to issue further Shares to raise funds for general working capital purposes.

The Company intends to issue up to maximum of 430 Million fully paid ordinary shares to sophisticated and professional investors on the terms set out in this Explanatory Memorandum; and

Foxfire Capital Pty Ltd (a company related to Mr Volpe) will assist the Company on a best endeavours basis to place the shares. Any fees paid will be on arm’s length commercial terms.

Approval is sought under Listing Rule 7.1 to issue up to maximum of 430 Million ordinary shares, on the basis that sophisticated and professional investors will not be related parties of the Company.

1.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that without the approval of shareholders the Company must not issue or agree to issue more securities if such issue, when aggregated with the securities issued by the Company during the previous 12 months, would be an amount that would exceed 15% of the issued shares at the commencement of that 12 month period (subject to certain exceptions that are not relevant to the Company’s present circumstances).

The proposed issue of 430 Million ordinary shares will equate to 19.85% of issued capital of the Company. Hence, the Company seeks shareholder approval under ASX Listing Rule 7.1.

1.3 Technical information required by ASX Listing Rule 7.3

In compliance with ASX Listing Rule 7.3, the following information is provided:

• Number of securities to be issued pursuant to Resolution 1 the maximum number of securities to be issued will be 430 Million ordinary shares.

• Issue price of securities

the issue price of the Shares will be $0.0025 (0.25cents) per share.

• Terms of securities

the terms of issue of the new Shares will be identical to the terms of the existing Shares;

• Names of allottees or the basis on which allottees were determined

• the Shares approved under Resolution 1 will be issued and allotted progressively and within 3 months of receiving shareholder approval at the General Meeting (subject to any extensions that may be granted by ASX from time to time);

• the identity of the allottees has not yet been determined but shares will only be allotted to sophisticated and professional investors who do not need disclosure under section 708 of the Corporations Act and for which further approval is not required under ASX Listing Rule 10.

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• Intended use of the funds raised

Proceeds from Issue of shares will be used for the working capital purposes.

• Voting Exclusion Statement

A voting exclusion statement is included in the Notice accompanying the Explanatory Memorandum.

1.4 Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 1.

Resolution 2: Ratification of Issue of Shares to Professional and Sophisticated Investors

2.1 Background

As announced to the ASX on 21 December 2012, the Company placed 200 Million fully paid ordinary shares (“Placement Shares”) at an issue price of $0.002 per share to professional and sophisticated investors and raised $400,000.The Shares were issued under the Company’s placement capacity available pursuant to Listing Rule 7.1.

The Company, at the same time, also completed capital raising via Share Purchase Plan (“SPP”) and raised $399,000.A total of 199.5 Million ordinary shares were issued under SPP at an issue price of $0.002 per share.

The above funds were raised to meet general working capital requirements of the Company.

2.2 ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that without the approval of shareholders the Company must not issue or agree to issue more securities if such issue, when aggregated with the securities issued by the Company during the previous 12 months, would be an amount that would exceed 15% of the issued shares at the commencement of that 12 month period, unless an exception in ASX Listing Rule 7.2 applies.

199.5 Million Ordinary Shares issued pursuant to SPP come under exception 15 to Listing Rule 7.2 and hence they will not count towards determining the Company’s 15% placement capacity under Listing Rule 7.1.

However, 200 Million Placement Shares were issued under the Company’s placement capacity available pursuant to Listing Rule 7.1.

ASX Listing Rule 7.4 further provides that an issue of securities without approval of shareholders under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if:

• a) the issue of securities did not breach ASX Listing Rule 7.1; and b) holders of ordinary securities subsequently approve the issue.

By Resolution 2, the Company is seeking shareholders’ approval under ASX Listing Rule 7.4 to ratify the prior allotment and issue of 200 Million Placement Shares, so as to refresh the Company’s 15% placement capacity accordingly, pursuant to ASX Listing Rule 7.1.

2.3 Technical information required by ASX Listing Rule 7.5

In compliance with ASX Listing Rule 7.5, the following information is provided:

• Number of securities issued pursuant to Resolution 2 200 Million Ordinary Shares

• Issue price of securities $0.002 per Share

• Terms of securities

All Shares were issued as fully paid ordinary shares ranking equally with existing shares.

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• Names of allottees or the basis on which allottees were determined

• The Shares were issued to professional and sophisticated investors (within the meaning ascribed to those expressions in section 708 of the Corporation Act 2001) comprising Mr. Richard Tegoni and his related parties.

• It is noted that Mr. Tegoni was also appointed as a non-executive director of the Company following the placement of these shares. The Company relied on the exception in ASX Listing Rule 10.13 and under Section 210 and Section 228(6) of the Corporation Act 2001 in that Mr.Tegoni only became a related party as a result of the condition to the placement of shares and that the shares were issued on arm’s length commercial terms, on the basis that issue price of placement shares ($0.002) was the same as SPP share issue price.

  • .

Intended use of the funds raised

Funds raised have been and/or being used for the general working capital requirements of the Company.

• Voting Exclusion Statement

A voting exclusion statement is included in the Notice accompanying the Explanatory Memorandum.

2.4 Directors’ Recommendation

The Board (other than Mr.Tegoni) recommends that members vote in favour of Resolution 2.

Resolution 3: Ratification of Issue of Shares to Professional and Sophisticated Investors

3.1 Background

On 21 May 2013, the Company raised $500,000 (before costs) via placement offer to professional and sophisticated investors on the following terms:

• Issue of 200 Million fully paid ordinary shares at an issue price of $0.0025 per share with one free new option for every two new shares subscribed.

• New Options will have an exercise price of $0.0035 and an expiry date of 12 months from the date of issue.

• New Options, once issued will be unlisted securities.

200 Million fully paid ordinary shares were issued under the Company’s placement capacity available pursuant to Listing Rules 7.1 and 7.1A

Issue of 100 Million free attaching options is subject to shareholders’ approval and the Company is seeking that approval separately through Resolution 4.

Funds raised via placement are being used for general working capital requirements of the Company.

The Placement was managed on a best endeavours basis by FoxFire Capital Pty Ltd which holds an Australian Financial Services Licence (AFSL) Mr. Volpe is a shareholder of FoxFire Capital Pty Ltd. The Company has paid a placement fee of $20,000 to FoxFire Capital Pty Ltd.

3.2 ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that without the approval of shareholders the Company must not issue or agree to issue more securities if such issue, when aggregated with the securities issued by the Company during the previous 12 months, would be an amount that would exceed 15% of the issued shares at the commencement of that 12 month period, unless an exception in ASX Listing Rule 7.2 applies.

In addition, ASX Listing Rule 7.1A provides that the Company can place a further 10% of its issued capital where it has prior approval from shareholders.

Of the total 200 Million fully paid ordinary shares issued under the placement referred above in section 3.1, issue of 64,983,684 fully paid ordinary shares were effected under the Company’s 15% placement capacity (Listing Rule 7.1) and issue of balance 135,016,316 fully paid ordinary shares were effected under the Company’s 10% placement capacity (Listing Rule 7.1A).

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ASX Listing Rule 7.4 further provides that an issue of securities without approval of shareholders under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if:

• a) the issue of securities did not breach ASX Listing Rule 7.1; and

• b) holders of ordinary securities subsequently approve the issue.

By Resolution 3, the Company is seeking shareholders’ approval under ASX Listing Rule 7.4 to ratify the prior allotment and issue of 200 Million fully paid ordinary shares, so as to refresh the Company’s 15% placement capacity accordingly, pursuant to ASX Listing Rule 7.1.

3.3 Technical information required by ASX Listing Rule 7.5

In compliance with ASX Listing Rule 7.5, the following information is provided:

• Number of securities to be issued pursuant to Resolution 3 200 Million Ordinary Shares

• Issue price of securities $0.0025 per Share

• Terms of securities

All Shares were issued as fully paid ordinary shares ranking equally with existing shares.

• Names of allottees or the basis on which allottees were determined

• The Shares were issued to clients of FoxFire Capital Pty Ltd, specifically professional and sophisticated investors (within the meaning ascribed to those expressions in section 708 of the Corporation Act 2001) and no related parties were involved.

• It is noted that Foxfire Capital Pty Ltd, a company related to Mr. Volpe, was paid a placement fee of $20,000. The placement fee was on arm’s length commercial terms in accordance with section 210 of the Corporations Act.

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• Intended use of the funds raised

Funds raised are being used for the general working capital requirements of the Company.

• Voting Exclusion Statement

A voting exclusion statement is included in the Notice accompanying the Explanatory Memorandum.

3.4 Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 3.

Resolution 4: Approval for Issue of Free Attaching Options

4.1 General

As outlined in section 3.1, the Company has raised $500,000 (before costs) via placement offer to professional and sophisticated investors. The terms of the placement included issue of one free attaching new option for every two new shares subscribed. New Options will have an exercise price of $0.0035 and an expiry date of 12 months from the date of issue. New Options, once issued will be unlisted securities.

Accordingly, the Company intends to issue 100 Million free attaching options with an exercise price of $0.0035 and an expiry date of 12 months from the date of issue of the options.

The Company seeks shareholder approval under ASX Listing Rule 7.1 to issue the Options pursuant to Resolution 4.

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4.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that without the approval of shareholders the Company must not issue or agree to issue more securities if such issue, when aggregated with the securities issued by the Company during the previous 12 months, would be an amount that would exceed 15% of the issued shares at the commencement of that 12 month period (subject to certain exceptions that are not relevant to the Company’s present circumstances).

In addition, ASX Listing Rule 7.1A provides that the Company can place a further 10% of its issued capital where it has prior approval from shareholders.

The proposed issue of 100 Million free attaching options without shareholders’ approval will exceed the 15% and 10% placement capacity thresholds referred in Listing Rules 7.1 and 7.1A respectively and therefore shareholders’ approval under Listing Rule 7.1 is sought.

If shareholders do not approve the issue of options for the purpose of Listing Rule 7.1, the issue of options will not occur.

4.3 Technical information required by ASX Listing Rule 7.3

In compliance with ASX Listing Rule 7.3, the following information is provided:

• Number of securities to be issued pursuant to Resolution 4 the maximum number of securities to be issued will be 100 Million New Options;

• Issue price of securities New Options will be issued for no consideration

• Terms of securities

• the terms and conditions of New Options are set out in Section 4.5

• Names of allottees or the basis on which allottees were determined New Options will only be issued to the allottees referred in Section 3.3. i.e. to those who participated in the Placement offer announced on 21 May 2013. The options will be issued on the basis of one free option for every two new shares subscribed.

• Intended use of the funds raised

• No funds will be raised by issue of Options.

• Voting Exclusion Statement

A voting exclusion statement is included in the Notice accompanying the Explanatory Memorandum.

4.4 Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 4.

4.5 Terms and Conditions of Options

• a) The options held by the option holder are exercisable in whole or in part at any time during the period commencing on the date of issue and expiring on the date being 12 months after the date of issue (Exercise Period).Options not exercised before the expiry of the Exercise Period will lapse.

• b) Each Option is exercisable at a price of $0.0035 per option.

• c) An Option holder may exercise Options at any time prior to the Option Expiry Date by submitting the relevant Option Exercise Form to the Company’s Share Registry. Forms for exercising New Options are available from the Company’s share registry or by contacting the Company directly.

• d) Options, once issued will be unlisted securities. In other words, the Company will not apply to ASX for official quotation of the options.

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• e) Each Share allotted as a result of the exercise of an Option will rank in all respects pari passu with the existing Shares in the Company on issue at the date of allotment. The Company will make application for official quotation on ASX of new shares allotted on exercise of the options.

• f) Options do not have any voting rights at general meetings of the Company.

• g) Subject to the Constitution of the Company and the Corporations Act, the Options will be freely transferable.

• h) There are no participating entitlements inherent in the options to participate in new issues of capital, which may be offered to shareholders during the currency of the Options. Prior to any new pro rata issue of securities to shareholders, holders of Options will be notified by the Company before the record date (to determine entitlements to the issue), to exercise Options.

• i) In the event of any reconstruction (including a consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of holders of Options will be changed to the extent necessary to comply with the Listing Rules at the time of the reorganisation.

• j) Shares issued pursuant to the exercise of Options will be issued not more than 14 days after the Notice of Exercise.

GLOSSARY

In this Notice and the Explanatory Memorandum:

• (a) $ means Australian Dollars

• (b) ASX means ASX Limited or the Australian Securities Exchange, as the context requires.

• (c) ASX Listing Rules and Listing Rules means the listing rules of the ASX.

• (d) AEST means Australian Eastern Standard Time, being the time in Melbourne, Victoria, Australia.

• (e) Board means the Directors of the Company as at the date of this Notice of Meeting.

• (f) Chair and Chairman means the person appointed to chair the Meeting.

• (g) Cardia and Company means Cardia Bioplastics Limited (ACN 064 755 237).

• (h) Constitution means the constitution of the Company as at the commencement of the Meeting.

• (i) Corporations Act means the Corporations Act 2001 (Cth).

• (j) Director means a director of the Company.

• (k) Equity Securities has the meaning as in the ASX Listing Rules.

• (l) Explanatory Memorandum means the explanatory memorandum to the Notice of Meeting.

• (m) Option means an option which entitles the holder to subscribe for a Share in the Company.

• (n) Notice or Notice of Meeting means this notice of General Meeting.

• (o) Proxy Form means the proxy form attached to the Notice of Meeting.

• (p) Resolution means a resolution contained in this Notice of Meeting.

• (q) Share means fully paid ordinary share in the capital of the Company.

• (r) Shareholder means a shareholder of the Company.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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BAR CODE

< SHAREHOLDER’S DETAILS>

CARDIA BIOPLASTICS LIMITED (ACN 064 755 237)

PROXYFORM

All Registry communication to: Advanced Share Registry Ltd 150 Stirling Highway Nedlands WA 6009 PO Box 1156 Nedlands WA 6909 Telephone : (08) 9389 8033 Facsimile: (08) 9389 7871 Website:www.advancedshare.com.au Sequence No:

XXXX XXXXX XXXXX

STEP 1- Appointment of Proxy

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

the Chairman of the Meeting (mark with an “X”) OR

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy .

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 at the General Meeting of Cardia Bioplastics Limited to be held at Suite 5, Level 1, 310 Whitehorse Road, Balwyn ,VIC 3103 on 10[th] July 2013 at 9.00 am and at any adjournment of that meeting, to act 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 .

• The Chairman of the meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to

• vote, please mark this box. By marking this box, you acknowledge that the Chairman of the meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. The Chairman will vote all undirected proxies in favour of the resolutions on which the Chairman is permitted to vote. Accordingly, if you want to vote against any of the resolutions, you should direct your proxy how to vote . If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on a resolution if the Chairman has an interest in the outcome of that resolution, and your votes will not be counted in calculating the required majority if a poll is called. Accordingly, if you want your vote to be counted in respect of a resolution, you should direct your proxy how to vote in respect of it.

STEP 2- Voting directions to your Proxy-please mark  to indicate your directions

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----- Start of picture text -----

For Against Abstain []
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Resolution 1 Approval for Possible Issue of Shares to Sophisticated and Professional Investors Resolution 2 Ratification of Issue of Shares to Sophisticated and Professional Investors Resolution 3 Ratification of Issue of Shares to Sophisticated and Professional Investors

Resolution 4 Approval for Issue of Free Attaching Options

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

STEP 3- PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and Company Secretary Director Director/Company Secretary

Contact Name ----------------------------

Contact Daytime Telephone -------------------Date / / 2013

such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she sees fit. If you mark more than one box on an item your vote on that item will be invalid. Where permitted, the Chairman of the meeting will vote undirected proxies in favour of all items of business.

Voting and Instructions for Appointment of Proxy:

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 9.00 AM ON 8[th] JULY 2013.

Accordingly, if you wish to vote against any of the items of business, you should direct your proxy how to vote in respect of that resolution.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 3 Sign the Form

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must provide evidence of his or her appointment by providing an “Appointment of Corporate Representative” form prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s Share Registry.

Appointment of a Second Proxy

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

To appoint a second proxy you must:

• (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

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

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with

The form must be signed as follows:

Individual : This form is to be signed by the member. Joint Holding: Where the holding is in more than one name, all the members must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 9.00 a.m on 10[th] July 2013. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged with the Company’s registry in any one of the following ways:

• BY MAIL – Advanced Share Registry Limited PO Box 1156, Nedlands, Western Australia- 6909

BY FAX - +61 (08) 93897871

• IN PERSON – Advanced Share Registry Limited 150 Stirling Highway, Nedlands Western Australia -6009

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.