OBJECTIVE CORPORATION LIMITED — AGM Information 2012

Oct 17, 2012

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NOTICE OF ANNUAL GENERAL MEETING – 2012

Notice is hereby given that the Annual General Meeting of the shareholders of Objective Corporation Limited ABN 16 050 539 350 (the Company ) will be held at Level 37, Northpoint, 100 Miller Street, North Sydney, New South Wales, on 16 November 2012 commencing at 10.00 am.

AGENDA

1. Financial Statements and Reports

To receive and consider the financial statements and the reports of the directors and the auditor of the Company for the year ended 30 June 2012.

2. Resolution 1 - Remuneration report for the financial year ended 30 June 2012

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

“That the Company adopts the Remuneration Report for the year ended 30 June 2012 in the form set out in the Directors Report.”

Please note that pursuant to section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the directors of the Company. In accordance with section 250R(4) of the Corporations Act, the Company will disregard any votes cast on this resolution by:

• (a) a member of the key management personnel details of whose remuneration are included in the remuneration report; or

• (b) a closely related party of such a member.

However, key management personnel may cast a vote on the resolution if the key management personnel does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of a key management personnel whose remuneration details are included in the remuneration report.

In accordance with section 250BD of the Corporations Act, key management personnel and their closely related parties are prevented from voting undirected proxies on this resolution.

The Chairperson will vote all undirected proxies in favour of this resolution. If you wish to vote “against” or “abstain” you should mark the relevant box in the attached proxy form.

3. Resolution 2 - Retirement and re-election of director

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

"That Mr Nick Kingsbury , who retires as a director in accordance with the Company’s Constitution, and being eligible for re-election, is re-elected as a director of the Company.”

Please note that the non-candidate directors unanimously support the re-election of Mr Kingsbury. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Kingsbury’s re-election .

By Order of the Board

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David Barnes Company Secretary 10 October 2012

Other Information

An Explanatory Memorandum accompanies this Notice of Annual General Meeting. All shareholders should read the Explanatory Memorandum carefully and in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional adviser prior to voting.

Voting Entitlements

The Board has determined that for the purposes of the meeting, shares will be taken to be held by those persons recorded on the Company’s share register as at 7:00pm (Sydney time) on 14 November 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

If you are unable to attend and vote at the meeting and wish to appoint a person who is attending as your proxy, please complete a proxy form. The proxy form must be received at the Company’s registered office 48 hours before the appointed time of the meeting. The completed proxy form may be:

• mailed or hand delivered to Objective Corporation, at Level 37, Northpoint, 100 Miller Street, North Sydney, NSW 2060 Australia; or

• faxed to (02) 9955 5011; or

• emailed to investor.relations@objective.com.

A member entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights. A proxy need not be a member of the Company. It is the intention of the Chairman to vote any undirected proxies in favour of resolutions.

EXPLANATORY MEMORANDUM

This explanatory memorandum ( Explanatory Memorandum ) has been prepared to assist shareholders of the Company in their consideration of the resolutions proposed in the Notice of Annual General Meeting.

ITEM 1: Financial statements and reports

The first item of business deals with the financial statements of the Company, the directors’ report and the auditor’s report for the financial for the year ended 30 June 2012 ( reports ). These reports are contained in the Company’s 2012 Annual Report sent to shareholders, if requested, and are available on the Company’s web site www.objective.com.

Shareholders are to consider these reports and seek explanations, if required, from the directors when the reports are presented to the meeting. No resolution is required on these reports and they are only required to be laid at the meeting in accordance with section 317 of the Corporations Act 2001.

ITEM 2: Resolution 1 - Remuneration report for the financial year ended 30 June 2012

The remuneration report, which forms part of the directors’ report, is on pages 11 to 13 of the Company’s 2012 Annual Report. The remuneration report sets out the policy for the remuneration of the directors and executives of the Company.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the remuneration report be put to the vote of shareholders and shareholders have the opportunity to discuss the remuneration report at the Annual General Meeting. However, under section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and is not binding on the Company or its directors.

In accordance with section 250R(4) of the Corporations Act, the Company will disregard any votes cast on this resolution by:

• (a) a member of the key management personnel details of whose remuneration are included in the remuneration report; or

• (b) a closely related party of such a member.

However, a member of the key management personnel may cast a vote on the resolution if the member does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of a member of key management personnel whose remuneration details are included in the remuneration report.

In accordance with section 250BD of the Corporations Act, key management personnel (other than the Chairman) and their closely related parties are prevented from voting undirected proxies on this resolution.

The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote “against” or “abstain” you should mark the relevant box in the attached proxy form.

If 25% or more of the votes that are cast are voted against the adoption of the remuneration report at two consecutive Annual General Meetings, shareholders will be required to vote at the second of those Annual General Meetings on a resolution that another meeting be held within 90 days at which all of the Company’s directors (other than the CEO) must go up for re-election.

ITEM 3: Resolution 2 – Retirement and re-election of director

Pursuant to the Company’s Constitution and the Listing Rules one third of the directors of the Company must retire by rotation. Additionally, any director appointed by the Board since the last Annual General Meeting must retire at the next Annual General Meeting. A director who retires may offer himself or herself for re-election.

Mr Nick Kingsbury retires by rotation at the 2012 Annual General Meeting and, being eligible, offers himself for re-election. Mr Kingsbury was appointed as a Non-Executive Director in July 2008 and is a member of the Audit Committee. Nick is an experienced international software entrepreneur, strategist and venture capitalist. Nick founded, led and then sold a leading UK Business Process Management company. Nick then spent 7 years with the international venture capital company 3i, where he headed up the software sector and now advises a number of software companies, chairs the board of Accumuli plc, a UK listed Managed Security Services Provider, and also is a Venture Partner with C5 Capital Limited.

The Board unanimously recommends that shareholders vote in favour of this resolution.

Objective Corporation Limited ABN 16 050 539 350

PROXY FORM

2012 Annual General Meeting

Name Address 1 Name Address 2 Name Address 3 Name Address 4 Name Address 5 Name Address 6

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Return to: The Company Secretary Objective Corporation Limited Level 37, 100 Miller Street North Sydney NSW 2060 Fax: +61 2 9955 5011 Email: investor.relations@objective.com

Cutoff time for receipt of proxy form is 10am, 14 November 2012

Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf please complete this form and submit it in accordance with the directions at the top right corner of this page by 10am on Wednesday, 14 November 2012.

I/We being a shareholder(s) of Objective Corporation Limited pursuant to my/our right to appoint not more than two proxies, appoint

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

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing him/her

Write here the name of the other person you are appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of Objective Corporation Limited to be held on 16 November 2012 at 10am and at any adjournment of that meeting.

This proxy is to be used in respect of

% of the ordinary shares I/we hold.

If the Chair 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 as your proxy in respect of a resolution, please place a mark in the box.



By marking this box, you acknowledge that the Chair of the meeting my exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chair of the meeting for those resolutions other then as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your vote on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Unless you indicate otherwise by ticking either the “for” or “against” box below, you are deemed to have directed the Chairman to vote in favour of resolution 1 and the Chairman will vote all undirected proxies in favour of resolution 1.If you wish to vote “against” or “abstain” you should mark the box below accordingly.

Voting directions to your proxy – please mark  to indicate your directions

Voting directions to your proxy– please mark	to indica	te your direc	tions
RESOLUTION	For	Against	Abstain*
1. To adopt the Remuneration Report			
2. Re-election of Mr Nick Kingsbury			

• 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.

PLEASE SIGN HERE

Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1Sole Director & Sole CompanySecretaryDated this	Joint Shareholder 2Directorday of	Joint Shareholder 3
		Director / Company Secretary2012

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