NEXTED GROUP LIMITED — Proxy Solicitation & Information Statement 2009

Dec 17, 2009

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18 December 2009

Dear Shareholder

General Meeting of members

My Directors and I have pleasure in inviting you to attend a General Meeting of members of Digislide Holdings Limited. This General Meeting is to be held on Friday, 22 January 2010 at 100-102 Cavan Road, Dry Creek SA 5006 at 10.00 am (Adelaide time).

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 General Meeting.

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

PO Box 20 North Adelaide SA 5006 AUSTRALIA

100-102 Cavan Road Dry Creek SA 5094 AUSTRALIA

Digislide Holdings Limited ABN 75 105 012 066

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 GENERAL MEETING

EXPLANATORY MEMORANDUM

and

PROXY FORM

Date of Meeting

Friday, 22 January 2010

Time of Meeting

10.00 am (Adelaide time)

Place of Meeting

100-102 Cavan Road, Dry Creek SA 5006

TO BE VALID, FORMS OF PROXY FOR USE AT THE 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 10.00 am (Adelaide time) on Wednesday, 20 January 2010

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NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the shareholders of Digislide Holdings Limited ACN 105 012 066 ( Company ) will be held at 100-102 Cavan Road, Dry Creek SA 5006 on Friday, 22 January 2010 at 10.00 am (Adelaide time) 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 Resolution 1: approval for the ratification of contractual agreement

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

“Approval is given for the ratification and confirmation of the GEM Equity Line Facility Agreement made on 10 November 2009 between the Company and GEM Global Yield Fund Ltd, the key terms and conditions of which are set out in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting.”

1.2 Resolution 2: approval for issue of Options

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

“That, subject to Shareholders approving Resolution 1, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue and grant 11,000,000 Options to GEM Global Yield Fund Ltd 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 2 must not be cast (in any capacity) by or on behalf of:

• GEM Global Yield Fund Ltd; or

• an associate of GEM Global Yield Fund Ltd.

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 GEM Global Yield Fund Ltd or an associate of GEM Global Yield Fund Ltd.

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The Company will disregard any votes cast by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the resolution is passed.

1.3 Resolution 3: approval for issue of Shares

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 7.1 and for all other purposes, approval is given for the Company to issue and allot up to 14,000,000 Shares in the capital of the Company at an issue price of not less than 80% of the average market price for the Shares (such average price being calculated over the last 5 days on which sales in Shares were recorded on ASX before the day on which the issue is to be made) and such Shares to be issued within 3 months of the date of this meeting to the allottees as specified in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting."

Voting exclusion statement

A vote on this Resolution 3 must not be cast (in any capacity) by or on behalf of:

• an allottee; or

• an associate of the allottee .

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 a allottee or an associate of the allottee.

The Company will disregard any votes cast by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the resolution is passed.

2. Shareholders who are entitled to vote

The Board has determined that for the purposes of voting at the General Meeting, Shareholders will be taken to be those persons recorded on the Company’s register of Shareholders as at 7.00 pm on Wednesday, 20 January 2010.

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;

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• 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 10.00 am (Adelaide time) on Wednesday, 20 January 2010 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: 18 December 2009

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EXPLANATORY MEMORANDUM TO NOTICE OF GENERAL MEETING

Introduction

This Explanatory Memorandum has been prepared for the information of the Shareholders of the Company to assess Resolutions 1 and 2 to be put at a General Meeting of the Company on Friday, 22 January 2010 at 10.00 am (Adelaide time).

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 General Meeting.

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

1. Notice requirements and disclosures for Resolutions

• 1.1 Resolution 1: to enter into a binding contractual agreement and Resolution 2: approval for issue of Options

On 10 November 2009, Digislide executed an Equity Line Facility Agreement with GEM. This agreement was made subject to shareholder approval.

Background to the GEM Agreement

Since the Company’s listing on ASX on 24 August 2009, Digislide has experienced direct and indirect interest in the products both commercially available in the market and for those currently under development and that are expected to be into the market over the next 6 months.

Following a recent trip to the USA, Europe and parts of Asia by the Company’s Managing Director, Digislide has received both specific and ongoing interest in the Company, its products and the planned method(s) for distribution. Recently as a result of this interest, the Company entered into and announced to the market its Manufacture and Supply Agreements with two Chinese companies Advanced Micro-Display Technologies and Suga Electronics (refer ASX announcements made 5 November 2009).

From the distribution perspective the Company is currently in discussions with major US and Asian and other global parties (refer ASX announcements made 20 November 2009) and announcements of these formalised arrangements are expected to be made progressively to the market as they are executed.

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Development Funding Facility

It is from both the interest shown locally and globally in the Company’s products over the past 2 months that the Board has considered and subsequently approved the Execution of the GEM Equity Line Facility Agreement. This agreement was made subject to shareholder approval.

The Execution of this agreement is seen by the Board to provide financing security for major growth opportunities for the Company. The Equity Line Facility Agreement, should the Company decide to draw upon the facility, will provide the following benefits.

• Facilitate the funding of a gear up of the manufacturing of a diverse range of products.

• Accelerate the R & D associated with product completion, prototype development, testing, and finally bringing the product into commercialisation.

• Fund the development of strategic distribution networks and alliances as yet to be formalised for the growth toward mass market penetration.

• Provide working capital from time to time to assist with the Company’s growth.

• To directly control tooling and technical equipment acquisition.

• To fund the ongoing investment into the Company’s IP being the development, renewal, and protection of its registered and provisional patents.

Outline of the GEM Equity Line Facility Agreement

This agreement follows months of due diligence by GEM and examination of the products.

Under the terms of this agreement, GEM will provide Digislide up to $18 million in development funding for a term of three years. Other terms and conditions of this agreement are set out below.

• Digislide must issue to GEM upon Execution of the agreement 11.0 million share options in the Company with 5.0 million having an exercise price of $0.50 per option, and 6.0 million having an exercise price of $1.00 per option.

• Digislide can upon advising GEM activate a Drawdown Notice upon the facility by advising GEM.

• The amount of available funding subject to a Drawdown Notice is calculated based on price and trading volume during the “pricing period” that determines the closing price.

• The equity is then calculated as 90% of the closing price multiplied by a factor of 500% of the average trading volume over the pricing period.

• An execution fee of 1.5% of the facility is payable within a period of 12 months or upon the first drawdown of funding against the facility.

A hypothetical working example of how Digislide can access equity under this drawdown facility is as follows:

1. Digislide activates a Drawdown Notice on 4 December 2009;

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1. the amount of available funding under this proposed drawdown example is calculated based on price and trading volume during the “pricing period”, being one of 5, 10, 15 or 20 trading days and selected by the Company. Assuming the Company selects a 15 day trading period for the determination of price and trading volume, the calculation is as follows:

is as follows:	is as follows:	is as follows:	is as follows:
15 Day Trading Period
Day	Date	Voume of SharesTraded	Closing Price
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15	13-Nov-09 16-Nov-09 17-Nov-09 18-Nov-09 19-Nov-09 20-Nov-09 23-Nov-09 24-Nov-09 25-Nov-09 26-Nov-09 27-Nov-09 30-Nov-09 1-Dec-09 2-Dec-09 3-Dec-09	387,013 53,330 55,500 402,000 1,500 89,400 0 0 8,000 46,213 56,000 52,000 17,000 5,570 92,187	$0.4500 $0.4000 $0.4150 $0.3950 $0.3900 $0.3600 $0.3600 $0.3600 $0.3800 $0.3200 $0.3100 $0.3800 $0.3700 $0.3700 $0.3600
Total		1,265,713
Period average		84,381	$0.3747

Note that a “trading day” is any day that the ASX determines is a trading day and excludes Saturday, Sunday and public holidays. The formula covers 15 consecutive “trading days” whether there is turnover or not.

1. the “Purchase Price” at any drawdown must always be greater that the “Threshold Price” which is calculated as 70% of the last trade price on the day of listing. The day of listing was 24 August 2009 and the last trade price was $0.445. The “Threshold Price” is therefore 70% of $0.445, which equates to $0.3115;

2. in this example, the “Purchase Price” and number of Shares Digislide can offer to GEM for the purposes of this proposed drawdown is calculated as 90% of the average closing price and 500% of the average trading volume over the pricing period. As illustrated below, Digislide is entitled to offer up to 421,905 Shares at $0.3372 per Share to GEM to drawdown $142,266 under the facility:

Proposed drawdown calculation	Proposed drawdown calculation
Proposed drawdown Shares	500% x 84,381	421,905
		x
Purchase Price	$0.3747 x 90%	$0.3372
Proposed drawdown amount		$142,266

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1. GEM is under no obligation to confirm a drawdown or to subscribe for Shares under the agreement if any of the representations and warranties in the agreement are not true and correct as at the drawdown date (which in this example is hypothetically noted as 4 December 2009) or if any other drawdown condition has not been complied with;

2. GEM has the right in its absolute discretion (but not the obligation) to:

3. (a) reduce the proposed drawdown Shares (following adjustment, if any, under the agreement) by up to 50% of the number of proposed drawdown Shares; or

4. (b) increase the proposed drawdown Shares (with or without adjustment under the agreement) by up to 150%, provided that GEM cannot require the Company on the closing date (being the date that is the trading day immediately after the end of the pricingpPeriod and which in this example is 4 December 2009) to issue any Shares to GEM or its nominees if to do so would be in breach of any Australian law or the Listing Rules;

and

1. depending on the percentage of the number of proposed drawdown Shares accepted by GEM, Digislide will issue a minimum of 210,953 Shares to a maximum of 632,858 Shares. These shares will be issued at $0.3372 per Share and, accordingly, Digislide will raise a minimum of $71,133 to a maximum of $213,400 in equity funds (see tables below).

below).
Drawdown amount	50% acceptance	150% acceptance
No. of Shares to be issued Purchase Price Amount dawndown against facility	210,953 $0.3372 $71,133	632,858 $0.3372 $213,400

It should be noted that the number of Shares that Digislide can issue to GEM under this facility is limited by ASX Listing Rule 7.1. This rule restricts an issue of Shares in excess of 15% of the share capital of the Company on issue without Shareholder approval.

However, under the working example as set out above, the maximum number of Shares that Digislide could issue as at 4 December 2009 would be 632,858 Shares.

It should be clearly understood that the utilisation of the facility is at the absolute discretion of Digislide and for the term of the facility may elect not to draw upon the facility but will be available so that growth is not restricted by funding limitations.

Accordingly, pursuant to Resolution 1, Shareholders are now asked to approve and ratify the GEM Equity Line Facility Agreement made between Digislide and GEM.

Subject to the passing of Resolution 1, pursuant to Resolution 2, Shareholders are asked to approve the issue of 11 million Options to GEM: 5 million Options are exercisable at a

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price of $0.50 per Option and 6 million Options exercisable at a price of $1.00 per Option. These options expire 3 years from the date of ratification by Shareholders, being the date of this General Meeting. Other terms of these Options are set out in Appendix A.

Appendix B sets out the pro-forma capital structure of the Company in the event shareholders approve both Resolutions 2 and 3.

Requirement for Shareholder approval

In respect of Resolution 2, Shareholder approval is required for the purposes of the following provisions of the ASX Listing Rules, in particular, approval is sought under the following provision:

ASX Listing Rules 7.1

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.

The proposed issue of Options to GEM will exceed this 15% limit and therefore requires Shareholder approval under ASX Listing Rule 7.1

Obtaining this shareholder approval would also give the Company the capacity to issue further capital by refreshing the Company’s 15% threshold, should it wish to do so during the next 12 months without having to seek further Shareholder approval.

ASX Listing Rule 7.3

ASX Listing Rule 7.3 requires the following information to be given to Shareholders and approval is sought from Shareholders for the issue of Options on the following terms:

• (a) the maximum number of securities that the Company will issue is 11 million Options;

• (b) the 11 million Options will be issued and allotted in accordance with the terms of the GEM Equity Line Facility Agreement. The Options will be issued within 3 months of the date of this General Meeting as required by Listing Rule 7.3.2 or such later date as permitted by any ASX waiver;

• (c) the Options will be issued for nil cash consideration;

• (d) the Options will be issued to GEM Global Yield Fund Ltd;

• (e) 5 million Options are issued at an exercisable at a price of $0.50 per Option and 6 million Options are issued at an exercisable at a price of $1.00 per Option. These options expire 3 years from the date of ratification by Shareholders, being the date of this General Meeting. Other terms are as set out in Appendix A; and

• (f) if the Options are exercised, the Company intends to use the funds so raised for:

• ° finalising the design and development of Digismart Swap™;

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• ° building strategic alliances with peak sporting authorities for Smart Swap®;

• ° sourcing and editing appropriate content for the Smart Swap® products across a number of sports codes;

• ° forming strategic alliances with peak sporting authorities to penetrate and expand different national sports codes markets with Digismart Swap™ and the Smart Swap® products;

• ° forming strategic alliances with peak sporting authorities to penetrate and expand different regional sports codes markets with Digismart Swap™ and the Smart Swap® products;

• ° forming strategic alliances with peak sporting authorities to penetrate and expand different global sports codes markets with Digismart Swap™ and the Smart Swap® products; and

• ° forming strategic alliances for merchandising using the Digismart Swap™ and the Smart Swap® products.

1.2 Resolution3: approval for issue of Shares

Background and reason for the issue

Since the Company’s listing on ASX on 24 August 2009, intensive marketing, promotional and development initiatives undertaken by the executive of the Company has generated an unexpected level of interest and immediate growth opportunities for the Company. Recent announcements by the Company to the market through the ASX, have specified recently executed arrangements for relationships with OEM manufacturers, and more recently product distributors. The magnitude of the market opportunity now presented to the Company through this and other distribution arrangements currently under negotiation, will require the Company to substantially increase its immediate investment into tooling, inventory investment, distribution support, patent creation, development and protection, technology investment, and the appointment of additional staff and expansion of both local and overseas office facilities.

The interest in the product by large international retail outlets has taken the company by surprise and the Board has elected to run with and strongly support this growth opportunity.

Accordingly, Digislide is seeking to place 14,000,000 Shares at not less than 80% of the average market price for the Shares (such average price being calculated over the last 5 days on which sales in Shares were recorded on ASX before the day on which the issue is to be made) with a series of sophisticated investors and institutions to raise additional funds to assist the Company with achieving this expansion not envisaged as at the date of listing.

Appendix B sets out the pro-forma capital structure of the Company in the event shareholders approve both Resolutions 2 and 3.

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Requirement for Shareholder approval

Shareholder approval is required for the purposes of the following provisions of the ASX Listing Rules, in particular, approval is sought under the following provision:

ASX Listing Rules 7.1

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.

The proposed issue of these Shares will exceed this 15% limit and therefore requires Shareholder approval under ASX Listing Rule 7.1

Obtaining this shareholder approval would also give the Company the capacity to issue further capital by refreshing the Company’s 15% threshold, should it wish to do so during the next 12 months without having to seek further Shareholder approval.

ASX Listing Rule 7.3

ASX Listing Rule 7.3 requires the following information to be given to Shareholders and approval is sought from Shareholders for the issue of Shares on the following terms:

• (g) the maximum number of Shares that the Company will issue is 14,000,000 Shares;

• (h) the Shares will be issued and allotted within 3 months of the date of this General Meeting as required by Listing Rule 7.3.2 or such later date as permitted by any ASX waiver;

• (i) the Shares will be issued at an issue price of not less than 80% of the average market price for the Shares (such average price being calculated over the last 5 days on which sales in Shares were recorded on ASX before the day on which the issue is to be made);

• (j) the Shares will be issued to select sophisticated and professional/institutions investors and/or select clients of certain financial services licensees;

• (k) the Shares were issued on the same terms and conditions as the Company's existing Shares; and

• (l) the intended use of the funds raised by this issue is assist the Company with achieving this expansion not envisaged as at the date of listing and as noted in paragraph 1.2 of this Explanatory Memorandum.

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Directors Recommendations

In relation to the Resolutions, each Director

• recommends that Shareholders vote in favour of the Resolutions for the reasons set out below:

• ° the Options placement secures access to an $18.0 million Equity Line Facility, immediately providing the Company with certainty and security to enable the executive management team of the Company to grow the revenue and assets base of the Company at the pace being offered to the Company within financial limitation;

• ° technology development and the resultant finished products provide healthy returns only where speed to market, and securing vital distribution networks or outlets enables the Company to reap the return from the time and cost invested into the products development;

• ° having carefully assessed, tested and committed to its OEM’s the Company is now confident that large scale manufacture can be undertaken to meet the demand of the large international parties that have expressed interest in dealing with the Company. With this assurance large scale investment into inventory for the second half of FY 2010 can be made;

• ° new funding will enable to Company to invest into new tooling required for future products coming on stream during 2010;

• ° the Company is extremely protective of its substantial intellectual property portfolio investment and to ensure that it receives its rightful share of sales arising from products using the technology developed and patented by the Company it must strongly develop and protect its products and distributors. Protecting and registering new intellectual is an expensive investment but one that must be made to protect the current and future profits of the Company; and

• ° the additional capital investment will enable the Company to take the next significant step of its development which will build the market capitalisation of the Company;

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 these Resolutions.

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2. Glossary of terms

In this Notice of 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 Explanatory means the explanatory memorandum set out in this document Memorandum GEM GEM Global Yield Fund Ltd Notice of General means the Notice of General Meeting set out in this document Meeting Meeting This General Meeting of members of Digislide to be held on 22 January 2010 Notice the notice dated 18 December 2009 convening the Meeting Option an option to subscribe for one Share and issue on terms set out in Appendix A Optionholder The holder of an Option Share a fully paid ordinary share in the capital of Digislide Shareholder the registered holder of one or more Shares

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Appendix A

Terms and conditions of Options

The material terms and conditions of the Options are as follows:

1. Each Option entitles the holder to subscribe for and be allotted one Share.

2. 5 million Options are issued at an exercisable at a price of $0.50 and 6 million Options are issued at an exercisable at a price of $1.00.

3. If not previously exercised, the Options expire on 10.00 am (Adelaide time) on 22 January 2013 (the Expiry Date ).

4. The Options are exercisable at any time prior to the Expiry Date by the Optionholder.

5. The Options are exercised by notice in writing to the Company accompanied by payment of the exercise price as detailed in (1) above.

6. The Options are not transferable, except to a company wholly owned by the Optionholder or pursuant to a court order. No application will be made to the ASX for Official Quotation of the Options.

7. Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued not more than 10 business days after receipt of a properly executed notice of exercise of the Option and payment of the requisite application moneys.

8. All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three business days after the date of allotment of those Shares.

9. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to shareholders during the currency of the Options. However, the Company will send a notice to each Optionholder at least nine business days before the record date for any proposed issue of capital. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

10. There are no rights to a change in exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.

11. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.

12. The Company will, at least 20 business days before the Expiry Date, send notices to the Optionholders stating the name of the Optionholder, the number of Options held and the number of securities to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

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Appendix B

PRO FORMA CAPITAL STRUCTURE

	Undiluted	%	Fully diluted	%
Ordinaryshares currentlyon issue	46,699,599	76.94	46,699,599	59.25
Options currentlyon issue(see note 1 below)			6,450,000	8.18
Convertible notes currently on issue (see note 2 below)			665,067	0.84
Options to be issuedpursuant to Resolution 1			11,000,000	13.96
Shares to be issuedpursuant to Resolution 2	14,000,000	23.06	14,000,000	17.76
Total issued securities	60,699,599	100.00	77,314,666	100.00

Note 1
Options currently on issue	Number	Exerciseprice	Expiry
	350,000	$1.00	24 Aug 2014
	3,500,000	$1.25	24 Aug 2013
	2,500,000	$1.25	24 Aug 2013
	100,000	$1.00	1 May 2017

Note 2

Note 2	Note 2
Convertible notes currently on issue Face value Date of issue Maturity Coupon yield Conversion rate
$160,000 9 Dec 2008 25 Aug 2011 $100,000 4 Aug 2009 25 Aug 2011 $33,000 4 Aug 2009 25 Aug 2011 $40,000 9 Dec 2008 25 Aug 2011 $200,000 4 Aug 2009 25 Aug 2011 $100,000 6 Aug 2009 25 Aug 2011	15% $0.75
	20% $1.25
	20% $1.25
	15% $0.75
	20% $1.25
	15% $1.25

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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 10.00 am (Adelaide time) Wednesday, 20 January 2010

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 10.00 am (Adelaide time) Wednesday, 20 January 2010). 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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Name and Address

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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 General Meeting of Digislide Holdings Limited to be held on Friday, 22 January 2010 at 10.00 am (Adelaide time) 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.

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

Ordinary Business Resolution 1 Approval for the ratification of contractual agreement Resolution 2 Approval for the issue of Options Resolution 3 Approval for the issue of Shares

For Against Abstain*

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.

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 / /