NEXTED GROUP LIMITED — AGM Information 2009

Oct 15, 2009

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15 October 2009

Dear Shareholder

Annual General Meeting of members

My Directors and I have pleasure in inviting you to attend Digislide Holdings Limited Annual General Meeting of members (AGM). The AGM is to be held on Thursday, 19 November 2009 at Rendezvous Allegro, 55 Waymouth Street, Adelaide SA 5000 at 1.00pm.

Enclosed herewith are the:

• Notice of Meeting setting out the items of business for consideration at the Meeting;

• Explanatory Memorandum; and

• Proxy Form.

The attached documents set out the business to be considered at this Annual General Meeting. Also enclosed with this letter are the Financial Statements for the Company for the financial year ended 30 June 2009.

If you are attending the Meeting, please bring this letter with you to facilitate registration. If you are unable to attend, we encourage you to exercise your right to vote by completing the attached Proxy Form and posting or faxing the signed form back to the Company.

Individuals seeking to attend the Meeting on behalf of corporate Shareholders should bring with them a “representative authority” duly completed and executed by that corporate shareholder.

We look forward to seeing you at the Meeting.

Yours faithfully

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Ian Mutton Chairman

Digislide Holdings Limited ABN 75 105 012 066

PO Box 20 100-102 Cavan Road North Adelaide SA 5006 Dry Creek SA 5094 AUSTRALIA AUSTRALIA

Phone 61 8 8262 3115 Fax 61 8 8262 8490 www.digislide.com.au

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Digislide Holdings Limited

ACN 105 012 066

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

and

PROXY FORM

Date of Meeting

Thursday 19 November 2009

Time of Meeting

1.00 pm

Place of Meeting

Rendezvous Allegro 55 Waymouth Street Adelaide SA 5000

TO BE VALID, FORMS OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING MUST BE COMPLETED AND RETURNED TO

REGISTRIES LIMITED GPO BOX 3993 SYDNEY NSW 2001 Or BY FAX TO + 61 2 9290 9655

NO LATER THAN 1.00 PM ON TUESDAY, 17 NOVEMBER 2009.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the shareholders of Digislide Holdings Limited ACN 105 012 066 ( Company ) will be held at Rendezvous Allegro, 55 Waymouth Street, Adelaide SA 5000 on Thursday 19 November 2009 at 1.00 pm to consider the following resolutions.

The attached Explanatory Memorandum contains information in relation to each of the resolutions and should be read in conjunction with this Notice of General Meeting.

1. Ordinary business

1.1 Financial Statements and Reports

To receive and consider the Financial Statements of the Company for the financial year ended 30 June 2009 and the Directors’ Report, Directors’ Declaration and Audit Report.

1.2 Resolution 1: Remuneration Report

To consider and, if thought fit, adopt the Company’s Remuneration Report for the financial year ended 30 June 2009 as set out in the Company’s 2009 Annual Report.

In accordance with section 250R of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

1.3 Re-election of Directors

Resolution 2: re-election of Mr Ian Mutton as a Director

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

"That Mr Ian Mutton, being a Director of the Company, who retires in accordance with article 47.1 of the Company’s Constitution and, being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company."

Resolution 3: re-election of Ms Lin Chan as a Director

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

"That Ms Lin Chan, being a Director of the Company, who retires in accordance with article 47.1 of the Company’s Constitution and, being eligible, offers herself for re-election, is hereby re-elected as a Director of the Company."

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• 1.4 Issue of shares to Directors

Resolution 4: approval for the issue of shares to Mr Ian Mutton, a Director

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

''That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, approval is given for the Company to issue 40,000 Shares to Mr Ian Mutton or his nominee at a notional price of $1.25 per Share on the terms and conditions set out in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting."

Voting exclusion statement

A vote on this Resolution 4 must not be cast (in any capacity) by or on behalf of:

• Mr Ian Mutton; or

• an associate of Mr Ian Mutton.

However, the above does not prevent the casting of a vote if:

• it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• it is not cast on behalf of Mr Ian Mutton or an associate of Mr Ian Mutton.

Resolution 5: approval for the issue of shares to Mr Leon Milford, a Director

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

''That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and all other purposes, approval is given for the Company to issue 40,000 Shares to Mr Leon Milford or his nominee at a notional price of $1.25 per Share on the terms and conditions set out in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting."

Voting exclusion statement

A vote on this Resolution 5 must not be cast (in any capacity) by or on behalf of:

• Mr Leon Milford; or

• an associate of Mr Leon Milford.

However, the above does not prevent the casting of a vote if:

• it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• it is not cast on behalf of Mr Leon Milford or any associate of Mr Leon Milford.

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Resolution 6: approval for the issue of shares to Mr Malcolm Leahy, a Director

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

''That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and all other purposes, approval is given for the Company to issue 24,000 Shares to Mr Malcolm Leahy or his nominee at a notional price of $1.25 per Share on the terms and conditions set out in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting."

Voting exclusion statement

A vote on this Resolution 6 must not be cast (in any capacity) by or on behalf of:

• Mr Malcolm Leahy; or

• an associate of Mr Malcolm Leahy.

However, the above does not prevent the casting of a vote if:

• it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• it is not cast on behalf of Mr Malcolm Leahy or an associate of Mr Malcolm Leahy.

• 1.6 Resolution 7: approval for the establishment of the Digislide Employee Share Option Plan

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

"That Shareholders approve for all purposes including ASX Listing Rule 7.2, Exception 9(b), the terms of and issue of Options under the Digislide Employee Share Option Plan as described in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 7 by:

• a Director of the Company; and

• any associate of that person.

However, the Company need not disregard a vote if:

• it is cast by a person as 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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2. Shareholders who are entitled to vote

The Board has determined that for the purposes of voting at the Annual General Meeting, Shareholders will be taken to be those persons recorded on the Company’s register of Shareholders as at 7.00 pm on Tuesday, 17 November 2009.

3. Proxy votes

In accordance with section 249L of the Corporations Act 2001 (Cth), Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company;

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To be effective, a completed proxy form must be received by the Company no later than 1.00 pm on Tuesday 17 November 2009 at the Company’s share registry. Proxies may be lodged:

BY MAIL Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia BY FAX + 61 2 9290 9655 or

IN PERSON Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

For the convenience of Shareholders a Proxy Form is enclosed, together with instructions for appointment of a proxy.

By order of the Board

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---

Hean Siew Company Secretary

Dated: 15 October 2009

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

Introduction

This Explanatory Memorandum has been prepared for the information of the Shareholders of the Company to assess Resolutions 1 to 8 to be put at the Annual General Meeting of the Company on Thursday, 19 November 2009 at 1.00 pm.

The resolutions are ordinary resolutions and accordingly require approval by a simple majority of Shareholders present at the meeting and entitled to vote on the resolution by show of hands or on a poll.

This Explanatory Memorandum should be read in conjunction with the Notice of Annual General Meeting.

Capitalised terms in this Explanatory Memorandum are defined in its Glossary.

1. Notice requirements and disclosures for Resolutions

1.1 Financial Statements and Reports

The Financial Report, Directors’ Report, Directors’ Declaration and Auditor’s Report for the Company for the year ended 30 June 2008 will be laid before the Annual General Meeting.

Whilst Shareholders will be provided the opportunity to ask questions there is no requirement for the Shareholders to approve these reports.

1.2 Resolution 1: Remuneration Report

The Company remuneration arrangements for the Directors, including the Managing Director, are set out in the Directors Report (refer remuneration report) which forms part of the Annual Report for the year ended 30 June 2009.

The Corporations Act requires a resolution to be put to Shareholders for adoption of the remuneration report. This resolution is advisory only and the vote by Shareholders does not bind the Company or the Directors.

1.3 Resolutions 2 and 3: Re-election of Directors

In accordance with article 47.1 of the Company’s Constitution Mr Ian Mutton retires, and being eligible, offers himself for re-election as a Director of the Company. Mr Mutton is currently a non-executive Director and the Chairman of the Company.

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In accordance with article 47.1 of the Company’s Constitution Ms Lin Chan retires, and being eligible, offers herself for re-election as a Director of the Company. Ms Chan is currently a non-executive Director of the Company.

• 1.4 Resolutions 4 to 6: approval for the issue of shares to Directors

Background and reason for the issue

Shareholder approval is being sought in Resolutions 4 to 6 to grant a total of 104,000 Shares to the following directors:

• (i) 40,000 Shares are to be issued to Mr Ian Mutton (or his nominee);

• (ii) 40,000 Shares are to be issued to Mr Leon Milford (or his nominee);

• (iii) 24,000 Shares are to be issued to Mr Malcolm Leahy (or his nominee).

The purpose of the issue of Shares is to pay these Directors their fees for services rendered to the Company for the financial year to 30 June 2009 in lieu of cash consideration.

The issue of Shares as remuneration consideration for Directors and senior executives is an established practice of many public listed companies and, in the case of the Company, has the benefit of conserving cash.

Potential Benefits of issue of Shares

If the Shares are issued pursuant to Resolutions 4 to 6, the Company considers the following benefits arise:

• (a) each Director has a vested fiduciary interest in the affairs of the Company which will be financially reinforced by the issue. As Shares are a performance-based incentive, they will have that incentive to ensure that the Company is able to create a successful and profitable business. The consequential increase in shareholder value and the market price of the Shares of the Company will benefit all Shareholders and should have a corresponding increase in the value of these Shares;

• (b) the issue of Shares to each Director is a non-cash form of remuneration, thus conserving the Company's cash reserves. Details of cash remuneration payable to each Director for the financial year to 30 June 2009 are as follows:

• Mr Ian Mutton $50,000

• Mr Leon Milford $50,000

• Mr Malcolm Leahy $30,000

• (c) the current shareholding of the Directors who are to be issued with the Shares are as follows:

• Mr Ian Mutton 30,336 Shares (held indirectly)

• Mr Leon Milford 60,000 Shares (held indirectly)

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• Mr Malcolm Leahy 625,178 Shares (held directly) and 424,800 Shares (held indirectly),

• (d) the notional issue price of $1.25 per Share is the same as that for the Company’s recent initial public offer, which is higher than the Company’s market share price of $0.37 per Share as at 30 September 2009.

• (e) The Company is not aware of any adverse tax consequences arising from the payment of fess to directors by way of issue of shares as consideration nor is it aware of any opportunity costs foregone as a consequence of this issue.

Potential Costs of issue of Shares

The potential cost to the Company of the issue of an aggregate of 104,000 Shares is that there will be a dilution of the issued Share capital.

Based on 46,595,599 Shares currently on issue, if Shareholders approve the issue of these 104,000 Shares, there would be a dilution of approximately 0.22% (with a corresponding conservation of $130,000 of cash).

The approval for the issue of Shares by Shareholders under these Resolutions excludes the issue of Shares from the calculation of the 15% limit under ASX Listing Rule 7.1 with regards to the further issue of securities by the Company over the next 12 months.

The Shares referred to in the Resolutions will be issued for nil cash consideration and within one month after the date of this Annual General Meeting.

Requirement for Shareholder approval

Shareholder approval is required for the purposes of the following provisions of the ASX Listing Rules and the Corporations Act, in particular, approval is sought under the following provisions of those instruments:

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires that a listed company not issue securities to a Director without the approval of Shareholders by ordinary resolution. ASX Listing Rule 10.13 states what a notice of meeting must include in relation to the issue of securities to a Director and in accordance with that provision, the following information is provided in relation to Resolutions 4 to 6:

• (a) the maximum number of securities to be issued by the Company is 104,000 Shares, to be allocated as follows:

• (i) 40,000 Shares are to be issued to Mr Ian Mutton (or his nominee);

• (ii) 40,000 Shares are to be issued to Mr Leon Milford (or his nominee);

• (iii) 24,000 Shares are to be issued to Mr Malcolm Leahy (or his nominee),

• (b) if the Resolutions are passed, the Shares will be issued and allotted no later than one month after the date of this Annual General Meeting (or such later date as

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permitted by any ASX waiver or modification of the ASX Listing Rules) and it is expected that allotment will occur on the same date;

• (c) the Shares will be issued in lieu of remuneration otherwise payable to each Director for services to the Company in respect of the financial year to 30 June 2009 and no other consideration will be received by the Company for the issue of these Shares.

For the financial year to 30 June 2009, the fees payable to Mr Ian Mutton were $50,000, Mr Leon Milford were $50,000 and Mr Malcolm Leahy were $24,000. It was agreed between each of these Directors and the Company that these fees would be paid by way of issue of Shares at a price of $1.25 per Share, the issue of which was to be subject to Shareholder approval;

• (d) the Shares are to be issued as fully paid ordinary Shares and will rank equally with the Company’s other existing Shares. If Shareholder approval is not given for the issue of the Shares, the Company will have to pay the cash consideration otherwise due to each Director; and

• (e) voting exclusion statements are included in the Notice of General Meeting.

ASX Listing Rules 7.1 and 7.2 exception 14

ASX Listing Rule 7.1 restricts an issue of securities in excess of 15% of the share capital of the Company on issue in the preceding 12 month period without Shareholder approval, subject to limited exceptions.

While the Shares that may be granted to these Directors does not exceed the 15% limit, those Shares will count towards that 15% limit and diminish the placement capacity of the Company.

Listing rule 7.2, exception 14 states that Listing Rule 7.1 does not apply so long as the issue is approved under Listing Rule 10.11. Accordingly, if approval is given under Listing Rule 10.11 to the issues under Resolutions 4 to 6, approval is not required under Listing Rule 7.1 and the issue will not count as part of the Company’s 15% placement capacity.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A “financial benefit” is defined by the Corporations Act in broad terms and includes a public company issuing securities.

For the purposes of this meeting, a “Related Party” (as defined in section 228 of the Corporations Act) includes a director of the Company. Accordingly, the proposed issue of Shares to the Directors under Resolutions 4 to 6 involves the provision of a financial benefit to a Related Party of the Company.

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Shareholder approval under Chapter 2E of the Corporations Act is not required if the financial benefit may be characterised as reasonable remuneration of a Related Party under section 211 of the Corporations Act

The Board (excluding the participation of that Director who is the beneficiary of the approval sought under the relevant Resolution) has reasonably formed the view that the issue of Shares proposed to be made under Resolutions 4 to 6 constitute reasonable consideration in lieu of cash remuneration for that Director, having regard to the circumstances, roles and responsibilities of that person, the Company and its published remuneration policy and accepted best practice for Director and executive remuneration.

Accordingly, the Board believes that Shareholder approval for the purpose of Chapter 2E of the Corporations Act is not strictly necessary. Nevertheless, the Directors have determined to seek Shareholders approval for the purposes of Chapter 2E of the Corporations Act for the issue of Shares to the relevant Directors.

Directors Recommendations

In relation to Resolutions 4 to 6, each Director, other than the Director to whom the Shares are to be issued:

• recommends that Shareholders vote in favour of Resolution 4 to 6 for the reasons set out above; and

• confirms he/she has no interest in the outcome of the relevant Resolution.

The Directors confirm that this Notice of General Meeting and Explanatory Memorandum contains all information, that is known to the Company and its Directors, that is reasonably required by Shareholders in order to decide whether or not it is in the Company's interest to pass Resolutions 4 to 6.

• 1.5 Resolution 7: Approval for the establishment of the Digislide Employee Share Option Plan

The Directors believe that the Company’s remuneration policy should complement and reinforce the Company’s performance culture, leadership and talent management systems. As such, the Company’s remuneration policy seeks to:

• attract and retain high calibre employees including Directors;

• align individual and Company goals;

• ensure total remuneration is competitive by market standards;

• align the interests of employees including Directors with those of Shareholders; and

• link reward with the strategic goals and sustainable performance of the Company.

Accordingly, one of the initiatives proposed by the Directors is the establishment of an Employee Share Option Plan. Shareholders are now asked to approve the establishment of this Plan, to be known as the Digislide ESOP.

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Summary of Legal Requirements for Approval by Shareholders

Shareholder approval for the Digislide ESOP is required because the Company wishes to exclude any options granted under the Digislide ESOP from the maximum number of securities Digislide may issue, or agree to issue, in a 12-month period without Shareholder approval under the ASX Listing Rules.

ASX Listing Rules

ASX Listing Rule 7.1 generally prohibits issues of securities by a listed company exceeding 15% of capital in any 12 month period without the approval of Shareholders. ASX Listing Rule 7.2 Exception 9(b) allows issues under an employee incentive scheme which have been approved by Shareholders at any time in the three years prior to the issue to be excluded from the calculation of the 15% limit. Shareholder approval of the Digislide ESOP for the purposes of Listing Rule 7.1 is sought so that any securities issued under the Digislide ESOP will be excluded from the calculation of the 15% limit for the Company.

The Board believes it is appropriate and desirable to maintain this maximum flexibility to access capital.

The Digislide ESOP is a proposed plan and no options have been granted under the Plan and no Shares have been issued pursuant to any exercise of options.

Key features of the Digislide ESOP

The Plan is established by the Company to provide employees and Directors of Digislide with a means of receiving options to subscribe for Shares. The intention is to give participants the opportunity to share in the future growth and profitability of Digislide by aligning their interests with that of Shareholders, as well as providing a greater incentive for participants to have a greater involvement with, and to focus on the longer term goals of Digislide.

The key features are as follows:

• (a) the Plan is to be administered by the Board (or a delegate of the Board) which has power to:

• (i) determine appropriate procedures for administration of the Plan consistent with the Plan’s rules;

• (ii) resolve conclusively all questions of fact or interpretation in connection with the Plan;

• (iii) appoint a plan administrator; and

• (iv) determine that funds be provided to the plan administrator to be applied by the plan administrator for the purposes of the Plan in accordance with the Plan;

• (b) subject to the Corporations Act, the Listing Rules and any other applicable law, the Board has the power to add to, delete or otherwise vary the Plan rules, provided that the net effect of such additions, deletions or other variations is not to prejudice the rights and entitlements of participants subsisting prior to the making of the additions, deletions or other variations provided that the amendments do not affect substantially the terms and conditions of the offers to Directors. Any amendment or

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variation to the terms and conditions of the offer to Directors must be approved by a majority of Shareholders;

• (c) the Plan may be terminated by resolution of the Board;

• (d) the Board may from time to time make offers to participate in the Plan on the terms and conditions set out in the Plan rules. If the offer is to Directors then the offer must receive prior approval by a majority of Shareholders before it is effective and the terms and conditions of such offer can only be varied or amended by further majority approval of the Shareholders. However, unless the Board has determined otherwise, an offer cannot be made under the Plan to an employee or a Director if, at the time of acceptance of the offer, the employee or Director:

• (i) would hold a legal or beneficial interest in more than 5% of Shares on issue at that time; or

• (ii) would be in a position to cast, or control the casting of, more than 5% of the maximum number of votes that might be cast at a general meeting of Digislide;

• (e) unless the Board has determined otherwise, employees and Directors are eligible to participate in the Plan only if they:

• (i) are paid a fee for their individual services; and

• (ii) have served as an Employee or Director for at least six months at the time of receiving an offer to participate in the Plan;

• (f) unless the Board has determined otherwise:

• (i) options will be issued for no consideration;

• (ii) options will have an exercise price referable to the market price of Shares on ASX; and

• (iii) the Participant must not sell, mortgage, charge or otherwise dispose of, deal with or encumber any options, except as permitted by the Plan rules.

• (g) unless previously exercised, a participant’s option will lapse upon the occurrence of any of the following events:

• (i) the latest time at which the options may be exercised as set out in the terms of issue to the participant as specified by the Board but the latest time of exercise of an option cannot be later than ten years from the issue date of that option;

• (ii) the expiration of 2 years after the termination of the participant's employment due to retirement after the age of 55 (or such younger age as may be set out in the terms of issue specified by the Board), permanent disablement or death;

• (iii) the termination of the participant's employment in circumstances which the Board considers in its absolute discretion to involve fraud, dishonesty or other serious misconduct which would constitute sufficient cause under the Fair Work Act 2009 (Cth) for an employer to dismiss an employee without notice;

• (iv) the expiration of 30 days after the termination of employment for any other reason (including resignation);

• (v) the breach by the participant of any obligation arising under the Plan rules; and

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• (vi) insolvency of Digislide;

• (h) if a participant ceases to be an employee or a Director (other than by reason of any of the certain circumstances) or if certain events described above occurs, all of the participant’s options that are not able to be exercised at the time such employment ceases or such event occurs will lapse upon the cessation of employment or the occurrence of the event, as relevant;

• (i) as soon as practicable after the exercise of options Digislide will issue, in the name of the participant, the same number of Shares as the number of options exercised (subject to any adjustment made in accordance with the Plan rules), plus an additional number of Shares equal to the number of Shares the participant would have received in any bonus issue occurring between the issue date and the date of exercise of the options as if the options had been exercised before the record date for the bonus issue. Subject to the Plan rules, the rights attaching to Shares so issued are the same as apply to all other issued Shares;

• (j) a participant must not sell, transfer or otherwise dispose of any Shares issued to the participant until the first to occur of:

• (i) the end of the period of ten years (or such other period as the Board may determine) commencing at the issue date;

• (ii) the date on which the participant ceases to be employed by or to be a Director;

• (iii) the occurrence of a change of control of the Company; and

• (iv) the receipt of written consent from the Board following an application for the sale, transfer or disposal of Shares by a participant;

• (k) despite any Rule or the terms of any option, no option may be offered, issued or exercised if to do so would contravene the Corporations Act or any other applicable law or where the compliance with any applicable law would in the opinion of the Board be unduly onerous or impractical; and

• (l) subject to the Plan rules and applicable law, upon any capital reorganisation of Digislide prior to the exercise of outstanding options, the Board must adjust the number of Shares which are capable of being issued to a participant on the exercise of the participant’s options to reflect the impact of the capital reorganisation on the value of those options on any basis the Board sees fit in its absolute discretion. Any such adjustment to the terms of the options must not have the net effect of diminishing the rights and entitlements of participants subsisting prior to the adjustment being made;

• (m) in accordance with Listing Rule 6.22.2, if there is a pro rata issue (except a bonus issue) to the holders of the underlying securities, the exercise price of an option will be reduced according to the following formula.

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

• O = the Old exercise price of the option.

• E = the number of underlying securities into which one option is Exercisable.

• P = the average market Price per security (weighted by reference to volume) of the underlying securities during the 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 (in the case of a trust, Distribution) 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.

Terms used in this sub-paragraph same meaning as those set out in Listing Rule 19;

• (n) an optionholder cannot participate in new issues without exercising the option; and

• (o) Notwithstanding any other Rule, all options issued under the ESOP are issued on terms such that the rights of an option holder may be changed without penalty to comply with the ASX Listing Rules.

Shareholders should note that Digislide does not intend to seek quotation of the options that may be granted under the Plan. However, the Company will seek quotation of Shares issued as a consequence of the exercise of any options granted under the Digislide ESOP.

A copy of the Digislide ESOP is available for inspection at the Company’s registered office. A copy can also be obtained by writing to the Company Secretary at that address.

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2. Glossary of terms

In this Notice of Annual General Meeting and Explanatory Memorandum and any associated documents the following terms have the following meaning:

Board Board of Directors of Digislide Corporations Act the Corporations Act 2001 (Cth) Company or Digislide Holdings Limited (ACN 105 012 066) Digislide Constitution the Constitution of Digislide, as amended from time to time Director a Director of Digislide Digislide ESOP or the Digislide Employee Share Option Plan to be established the Plan pursuant to Resolution 7 Explanatory means the explanatory memorandum set out in this document Memorandum Notice of Annual means the Notice of Annual General Meeting set out in this General Meeting document Meeting the Annual General Meeting of Digislide to be held on 19 November 2009 Notice the notice dated 15 October 2009 convening the Meeting Share a fully paid ordinary share in the capital of Digislide Shareholder the registered holder of one or more Shares

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Digislide Holdings Limited

ABN 75 105 012 066

FOR ALL ENQUIRIES CALL: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMLE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 1.00 pm TUESDAY 17 NOVEMBER 2009

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

TO VOTE BY COMPLETING THE PROXY 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 security holder of the company. Do not write the name of the issuer company or the registered security holder 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 have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities 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 securities 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 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows:

Individual: this form is to be signed by the security holder.

Joint Holding: where the holding is in more than one name, all the security holders 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 (ie 1.00 pm Tuesday, 17 November 2009). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

• IN PERSON - Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

STEP 2 Voting Directions to your Proxy

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

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STEP 1 - Appointment of Proxy

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

the Chairman of the Meeting (mark with an OR ‘X’)

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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 Annual General Meeting of Digislide Holdings Limited to be held at Rendezvous Allegro, 55 Waymouth Street, Adelaide SA 5000 on Thursday the 19[th] of November 2009 at 1.00 pm 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.

If the Chairman 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 7, please place a mark in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of Resolution 7 but votes cast by him other than as a 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 Chairman will not cast your votes on Resolution 7 and your votes will not be counted in calculating the required majority if a poll is called on that Resolution 7. It is expected Mr Ian Mutton will Chair the Meeting but will step aside in respect of matters pertaining to Resolutions 2 and 4 and Mr Milford will assume the Chair in his stead.

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions

Ordinary Business		For		Against		Abstain*
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Mr Ian Mutton as a Director
Resolution 3	Re-election of Ms Lin Chan as a Director
Resolution 4	Approval for the issue of shares to Mr Ian Mutton
Resolution 5	Approval for the issue of shares to Mr Leon Milford
Resolution 6	Approval for the issue of shares to Mr Malcolm Leahy
Resolution 7	Approval for the establishment of the Digislide ESOP

In addition to the intentions advised above. The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

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

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

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Individual or Security holder 1 Security holder 2 Security holder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / /
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