OLDFIELDS HOLDINGS LIMITED — AGM Information 2009

Oct 28, 2009

29 October 2009

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OLDFIELDS HOLDINGS LIMITED

ACN: 000 307 988 PO BOX 1613, CAMPBELLTOWN NSW 2560 Telephone: 02 4627 0777 Facsimile: 02 46 27 0888

Please find following the notice of Annual General Meeting which was mailed out to shareholders on Thursday 22 October 2009.

The Annual General Meeting will be held on Friday 27 November 2009 at 11.30am at 8 Farrow Road, Campbelltown.

Please refer to following notice of AGM for further details.

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988

NOTICE OF ANNUAL GENERAL MEETING

Incorporating

EXPLANATORY MEMORANDUM

and

PROXY FORM

DATE AND TIME OF MEETING

27 NOVEMBER 2009 AT 11.30 AM

PLACE OF MEETING 8 FARROW ROAD, CAMPBELLTOWN NSW 2560

CONTENTS

Section 1 Notice of Meeting Section 2 Explanatory Memorandum Section 3 Glossary Attached Proxy Form THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD CAREFULLY READ THIS DOCUMENT.

IF YOU ARE IN DOUBT AS TO THE ACTION YOU SHOULD TAKE IN RELATION TO THIS DOCUMENT OR THERE IS ANY MATTER YOU DO NOT UNDERSTAND YOU SHOULD CONTACT YOUR PROFESSIONAL ADVISERS FOR ADVICE.

SECTION 1

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that this year's Annual General Meeting of the Shareholders of Oldfields Holdings Limited (" Company ") will be held at 8 Farrow Road, Campbelltown NSW 2560 on 27 November 2009 at 11.30am.

The Explanatory Memorandum which accompanies and forms part of this Notice describes in more detail the matters to be considered in addition to ordinary business. Shareholders should carefully read the Explanatory Memorandum in full.

Agenda

Ordinary Business

Receipt of Annual Report Financial Statements, Directors’ and Audit Reports

" To receive and consider the Annual Report and Financial Statements of the Company and the Economic Entity together with the Director's Report and Audit Report and Remuneration Report for the year ending 30 June 2009 "

This item of business is for discussion only and is not for resolution.

Resolution 1 Re-Election of Christopher Hext as a Director

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

" That Mr Christopher Charles Hext, who retires by rotation in accordance with the Company's Constitution, and being eligible offers himself for re-election as a Director, be re-elected as a Director ."

Resolution 2 Re-Election of Thomas Love as a Director

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

" That Mr Thomas D. J. Love, who retires by rotation in accordance with the Company's Constitution, and being eligible offers himself for re-election as a Director, be re-elected as a Director for a further period of one (1) year ."

Resolution 3 Remuneration Report

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

" That the Remuneration Report be adopted ."

Other Business

To transact any other business which may be lawfully brought forward.

BY ORDER OF THE BOARD

Anthony Mankarios

Managing Director

2 October 2009

VOTING

Determination of Shareholders' Right to Vote

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the voting entitlements for the purposes of the Meeting will be based on the registered holdings as at 5.00pm (Sydney Time) on 24 November 2009. Accordingly those persons will be entitled to attend and vote at the Meeting.

How to Vote

You may vote by attending the Meeting in person, by proxy, attorney or authorised representative.

Proxy Form

A proxy form is enclosed with the Notice. If an additional proxy form is required, the Company's share register will supply it on request.

PROXIES

1. Each Shareholder has a right to appoint a proxy.

2. 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. If no proportion or number is specified, then each proxy may exercise one-half of the votes. Fractions of votes will be disregarded.

3. A proxy need not be a Shareholder of the Company.

4. To be effective, the Company must receive the completed proxy form and, if the form is signed by the Shareholder's attorney, the authority under which the proxy form is signed (or a certified copy of such) by no later than 5.00pm (Sydney Time) on 24 November 2009.

5. (1) by mail to its registered office at PO Box 1613, Campbelltown NSW 2560 ; or

6. (2) by facsimile to its registered office on fax number 61 2 4627 0888.

7. Proxies given by corporate shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised officer or attorney.

8. A proxy may decide whether to vote on any motion, exception where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item of business, the proxy may vote as he or she thinks fit.

OTHER

Words that are defined in the Explanatory Memorandum and Glossary have the same meaning when used in this Notice unless the context requires, or the definitions in the Glossary provide, otherwise.

SECTION 2

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to assist shareholders in considering the resolutions set out in the Notice. It is part of, and should be read in conjunction with, the Notice.

Ordinary Business

Resolution 1 - Re-Election of Christopher Charles Hext as a Director

Under article 6.1(f) of the Constitution one-third of the Directors (rounded down to the nearest whole number, if necessary) must retire from office at every annual general meeting, excluding the Managing Director.

Under article 6.1(i) of the Constitution, a retiring Director is eligible for re-election without having to give any prior notice of an intention to submit for re-election and holds office as a Director until the end of the meeting at which the Director retires. As a current Director, Mr Hext has made and continues to makes a significant contribution to the Company. He is eligible for re-election.The Board recommends that the Shareholders resolve to re-elect Mr Hext as a Director.

Resolution 2 - Re-Election of Thomas D J Love as a Director

Under article 6.1(f) of the Constitution one-third of the Directors (rounded down to the nearest whole number, if necessary) must retire from office at every annual general meeting, excluding the Managing Director.

Under article 6.1(i) of the Constitution, a retiring Director is eligible for re-election without having to give any prior notice of an intention to submit for re-election and holds office as a Director until the end of the meeting at which the Director retires. As a current Director, Mr Love has made and continues to makes a significant contribution to the Company. He is eligible for re-election. The Board recommends that the Shareholders resolve to re-elect Mr Love as a Director.

Resolution 3 - Remuneration Report

The Remuneration Report contains matters set out in section 300A of the Corporations Act, 2001 (“ Act ”) and is contained within the Company’s Annual Report under a separate heading and includes, amongst other things, the Board’s policies for determining the remuneration of the Company’s key management staff.

Section 250SA of the Act provides that members are to be allowed reasonable opportunity to ask questions or make comments about the remuneration report. Section 250R(2) of the Act provides that at a listed company’s AGM, a resolution that the remuneration report be adopted must be put to the vote. Section 250R(3) of the Act provides that the vote on the resolution is advisory only and does not bind the directors or the Company.

SECTION 3

GLOSSARY

In this Notice and Explanatory Memorandum:

" Board " means the Company's board of Directors;

" Company " or “ Oldfields ” means Oldfields Holdings Limited (ACN 000 307 988);

" Constitution " means the constitution of the Company;

" Director " means a director of the Company;

“ Economic Entity ” means the Oldfields Group of Companies as described in the Company’s Annual Report.

" Explanatory Memorandum " means the Explanatory Memorandum which accompanies, and is incorporated as part of, this Notice;

" General Meeting " and " Meeting " means the annual general meeting of the members of the Company convened by this Notice;

" Glossary " means this glossary;

" Notice " means this Notice of Annual General Meeting;

" Shareholders " mean the holders of Shares;

" Shares " means fully paid ordinary shares in the capital of the Company; and

“ Sydney Time ” means the time in Sydney, NSW 2000 from time to time.

PROXY FORM

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988

Annual General Meeting 27 November 2009 at 11.30AM

To be held at 8 Farrow Road, Campbelltown NSW 2560

To: The Company Secretary, Oldfields Holdings Limited

I/we

of being a member of Oldfields Holdings Limited (" Company "), appoint

Name of proxy:

Address of proxy:

or in his or her absence

Name of proxy:

Address of proxy:

Or, if I/we have not nominated a proxy or if the nominee is absent from the Meeting, the chairperson of the Meeting as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.30 am on 27 November 2009 at 8 Farrow Road, Campbelltown NSW 2560 and at any adjournment of that Meeting.

The chairperson intends to vote in favour of all resolutions on the agenda in respect of undirected proxy votes where he is appointed as proxy.

If you appoint the chairperson as your proxy and you do not wish to direct the chairperson how to vote, please place a mark in the box: ◻

By marking this box, you acknowledge that the chairperson may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

If two proxies are being appointed, complete the following sentence: This proxy is authorised to exercise………………..votes/…………………% of my/our total voting rights.

Directing Your Proxy

I/We instruct my/our proxy to vote as follows (the resolutions are numbered as in the Notice of Meeting):

Resolutions	For	Against
Ordinary business
1 Approval for re-election of Christopher Hext	◻	◻
2. Approval for re-election of Thomas Love	◻	◻
3. Approval for the Remuneration Report	◻	◻

This proxy must be signed by each appointing member (or the member's attorney). Proxies given by a company must be executed in accordance with section 127 of the Corporations Act 2001 or signed by a duly authorised officer or attorney.

Dated this day of 2009.

Common Seal

INFORMATION AND INSTRUCTIONS ON HOW TO COMPLETE THIS PROXY FORM FOR SHAREHOLDERS

Voting

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the voting entitlements for the purposes of the Meeting will be based on the registered holdings as at 5.00pm (Sydney Time) on 24 November 2009. Accordingly those persons will be entitled to attend and vote at the Meeting.

Voting by proxy:

1. Each Shareholder has a right to appoint a proxy.

2. 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. If no proportion or number is specified, then each proxy may exercise one-half of the votes. Fractions of votes will be disregarded.

3. A proxy need not be a Shareholder of the Company.

4. To be effective, the Company must receive the completed proxy form and, if the form is signed by the shareholder's attorney, the authority under which the proxy form is signed (or a certified copy of the authority) by no later than 5.00pm (Sydney Time) on 24 November 2009:

5. (1) at its registered office at 8 Farrow Road, Campbelltown NSW 2560;

   • (2) by facsimile to its registered office on fax number 61 2 4627 0888.

6. Proxies given by corporate Shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised officer or attorney.

7. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.