OLDFIELDS HOLDINGS LIMITED — AGM Information 2010

Oct 21, 2010

22 October 2010

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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 21 October 2010.

The Annual General Meeting will be held on Monday 22 November 2010 at 10.00am at 8 Farrow Road, Campbelltown, NSW 2560.

Please refer to the following notice of AGM for further details.

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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

21[st] October 2010

ANNUAL GENERAL MEETING

Dear Shareholder,

This letter is to inform you that this year's Annual General Meeting of the Company's Shareholders will be held at 8 Farrow Road, Campbelltown NSW 2560 on 22 November 2010 at 10.00am.

Please take the time to consider the Annual Report and Financial Statements of the Company and the Economic Entity together with the Directors’ Report and Audit Report for the year ending 30 June 2010. These are intended to be received and considered as ordinary business at the Meeting but not for resolution. The 2010 Annual Report is available on our website (oldfields.com.au/holdings/profile.htm) or alternatively on the Announcement Platform of the ASX website (asx.com.au).

The Remuneration Report for the period ending 30 June 2010 is contained within the Annual Report.

If you have any questions regarding these reports, please submit them to the Company Secretary by no later than 5pm (Sydney Time) on 19 November 2010 either by mail to its registered office at 8 Farrow Road, Campbelltown NSW 2560 or by fax 61 2 4627 0888.

An Explanatory Memorandum to Shareholders is enclosed giving explanation to the eight (8) resolutions to be tabled at the Meeting. Each resolution is ordinary business and involves:

A. Ordinary Business

1. The re-election of Mr Christopher Charles Hext as a Director.

2. The re-election of Mr William Lewis Timms as a Director.

3. The re-election of Mr Christopher Michael Giles as a Director.

4. Approval of the issue of up to 10,000,000 Shortfall Shares to Randell Management Services Pty Ltd as trustee for the Timms Superannuation Fund.

5. Approval of the issue of up to 1,000,000 Shortfall Shares to Mr Christopher Charles Hext.

6. Approval of the Issue of up to 1,500,000 Shortfall Shares to Mr Christopher Michael Giles.

7. The adoption of the Remuneration Report.

8. The appointment of PKF Chartered Accountants & Business Advisors as new auditors of the Company.

Please read the enclosed documents and, if you are unable to attend the Meeting complete the Proxy Form where applicable and return to the Company by no later than 10am (Sydney Time) on the 20[th] November 2010 to Registries Limited at the address provided on the Proxy Form.

The Directors look forward to seeing you at the Meeting.

Yours faithfully

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Ray Titman Managing Director

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OLDFIELDS HOLDINGS LIMITED ACN 000 307 988

NOTICE OF ANNUAL GENERAL MEETING

Incorporating

EXPLANATORY MEMORANDUM

DATE AND TIME OF MEETING

22 NOVEMBER 2010 AT 10.00 AM

PLACE OF MEETING 8 FARROW ROAD, CAMPBELLTOWN NSW 2560

CONTENTS

Section 1 Notice of Meeting Section 2 Explanatory Memorandum Section 3 Glossary

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 22 November 2010 at 10.00am.

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 2010 "

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

Resolution 1 Re-Election of Christopher Charles 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 William Lewis Timms as a Director

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

" That Mr William Lewis Timms, 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 3 Re-Election of Christopher Michael Giles 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 Michael Giles, 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 4 Issue of Shortfall Shares to Randell Management Services Pty Ltd

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

" That approval is given for the issue of up to 10,000,000 Shortfall Shares to Randell Management Services Pty Ltd as trustee for the Timms Superannuation Fund ."

Resolution 5 Issue of Shortfall Shares to Christopher Charles Hext

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

" That approval is given for the issue of up to 1,000,000 Shortfall Shares to Christopher Charles Hext ."

Resolution 6

Issue of Shortfall Shares to Christopher Michael Giles

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

" That approval is given for the issue of up to 1,500,000 Shortfall Shares to Christopher Michael Giles ."

Resolution 7

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 ."

Resolution 8 Appointment of PKF Chartered Accountants & Business Advisors as auditors of the Company

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

" That PKF Chartered Accountants & Business Advisors be appointed as auditors of the Company ."

Other Business

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

BY ORDER OF THE BOARD

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Ray Titman Managing Director 20[th] October 2010

VOTING

Voting Exclusion Statements

In accordance with the Listing Rules, the Company will disregard any votes cast on:

• (a) Resolution 4 by Randell Management Services Pty Ltd (can 009 162 485) as trustee for Timms Superannuation Fund and its associates (if any);

• (b) Resolution 5 by Christopher Charles Hext and his associates (if any);

• (c) Resolution 6 by Christopher Michael Giles and his associates (if any).

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 10.00am (Sydney Time) on 20 November 2010. 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 10.00am (Sydney Time) on 20 November 2009.

• (1) by mail to its share registry, Registries Limited, GPO Box 3993, Sydney NSW 2000

• (2) by facsimile to its share registry on fax number 61 2 9290 9655.

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

• 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.

A. Ordinary Business

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

• 1.1 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 and any Director who is required to retire under article 6.1(e).

• 1.2 Under article 6.1(i) of the Constitution, a Director retiring from office under article 6.1(f) is eligible for re-election and that Director may by resolution of the Company be re-elected to that office.

• 1.3 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 Mr William Lewis Timms as a Director

• 2.1 Under:

• (a) article 6.1(d) of the Constitution the Directors may appoint any natural person to be a Director may appoint any natural person to be a Director either as an addition to the existing Directors or to fill a casual vacancy; an

• (b) article 6.1(e) a Director, other than a Managing Director, appointed under article 6.1(d), must retire from office at the next AGM following his or her appointment.

• 2.2 Mr Timms was appointed by the Board as a Director on 30 December 2009.

• 2.3 Under article 6.1(i) of the Constitution, a Director retiring from office under article 6.1(e) is eligible for re-election and that Director may by resolution of the Company be re-elected to that office.

• 2.4 As a current Director, Mr Timms 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 Timms as a Director.

Resolution 3 Re-Election of Christopher Michael Giles as a Director

• 3.1 Under:

• (a) article 6.1(d) of the Constitution the Directors may appoint any natural person to be a Director may appoint any natural person to be a Director either as an addition to the existing Directors or to fill a casual vacancy; and

• (b) article 6.1(e) a Director, other than a Managing Director, appointed under article 6.1(d), must retire from office at the next AGM following his or her appointment.

• 3.2 Mr Giles was appointed by the Board as a Director on 24 September 2010.

• 3.3 Under article 6.1(i) of the Constitution, a Director retiring from office under article 6.1(e) is eligible for re-election and that Director may by resolution of the Company be re-elected to that office.

• 3.4 Though only a recent appointment Mr Giles has already 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 Giles as a Director.

Resolution 4 Issue of Shortfall Shares to Randell Management Services Pty Ltd

• 4.1 On 8 October 2010 the Company announced the Rights Issue. The number of Shares to be issued under the Rights Issue, if fully subscribed, is 32,733,853.

• 4.2 Acceptances under the Rights Issue close on 8 November 2010. At the date of this Notice, the Company does not know whether or not all Shares under the Rights Issue will be subscribed for but expects that there will be a shortfall between the Shares offered and subscribed for under the Rights Issue (“ Shortfall ”).

• 4.3 Under the terms of the Rights Issue, the Directors are able to issue any Shares the subject of the Shortfall in their discretion, subject to applicable legislation.

• 4.4 Section 228(4) of the Corporations Act provides that an entity controlled by a Related Party referred to in subsections 228(1), (2) or (3) of the Corporations Act is a Related Party of the public company unless the entity is also controlled by the public company. Subsection (2) includes directors of that public company.

• 4.5 Randell Management Services Pty Ltd (ACN 009 162 485) as trustee for the Timms Superannuation Fund (“ Fund ”) is a Shareholder of the Company which is controlled by one of the Directors, Mr William Lewis Timms. As a consequence, the Fund is considered a Related Party of the Company for the purposes of section 228(4) of the Corporations Act. Mr Timms is not a Shareholder nor are any other parties associated with him or the Fund.

• 4.6 The Fund wishes to subscribe for Shortfall Shares up to an amount equal to $1,000,000 (“ Fund Shortfall Amount ”), subject to there being a Shortfall and the whether other parties subscribe for Shortfall Shares. This includes Mr Christopher Hext and Mr Christopher Giles as canvassed below. Based on the Fund Shortfall Amount, and given the Strike Price, the maximum number of Shortfall Shares to be subscribed for by the Fund equals 10,000,000 (“ Fund Shortfall Shares ”), subject to availaibility.

• 4.7 The Fund intends to take up all its entitlements under the Rights Issue as a sign of support for the Company. Prior to the issue of the Notice, the Fund held 9,846,132 Shares. This equals 30.08% of the Voting Power in the Company. If it alone takes its full entitlement under the Rights Issue it shall hold 19,692,264 Shares which equals equaling 46.25% of the Voting Power in the Company. However the Company understands that other Shareholders will be taking up their entitlements under the Rights Issue.

• 4.8 If :

• (a) the Fund subscribes for all its entitlements under the Rights Issue and all the Fund Shortfall Amount; and

• (b) no other Shareholder subscribes for Shares under the Rights Issue or other person subscribes for Shortfall Shares,

the total number of Shares then on issue will be 19,846,132 and the Voting Power of the Fund will be 56.47% (“ Fund’s Maximum Voting Power ”).

• 4.9 However the Company is aware of the Messrs Hext and Giles intention to subscribe for Shares, in the manner described in paragraphs 5 and 6 of the Explanatory Memorandum, and in such case then the total number of Shares on issue will be 24,621,746 and the Fund’s Maximum Voting Power will be reduced to 51.77%. Of course it will be further reduced should other Shareholders take up their rights under the Rights Issue or other persons subscribe for Shortfall Shares.

• 4.10 There are certain statutory provisions to be considered when Shareholders consider this resolution.

• 4.11 Section 606(1) of the Corporations Act provides that a person must not acquire a relevant interest in issued voting shares if the company is a listed company and the person acquiring the interest does so through a transaction in relation to securities entered into by that person and because of the transaction that person‘s Voting Power in that company increases:

• (a) from 20% or below to more than 20%; or

• (b) from a starting point that is above 20% and below 90%.

• 4.12 However a person may acquire such a relevant interest where an exception listed in section 611 applies (“ Exception ”).

• 4.13 For completeness and by way of background, Exception 10 permits a person to acquire a relevant interest as a consequence of a rights issue on the terms stated in that Exception. The Company submits that the conditions attaching to this Exception were complied with in respect of the Rights Issue as such applied to the Fund.

• 4.14 Section 606(1)(b) applies to the Fund given its current Voting Power exceed 20% and is less than 90%.

• 4.15 Exception 7 of section 611 provides that shareholders of the target company (which in this case is the Company) can approve the acquisition (which in this case is the approval to issue the Fund Shortfall Shares to the Fund) by ordinary resolution if:

• “(a) no votes are cast in favour of the resolution by:

  • (i) the person proposing to make the acquisition and their associates; or

  • (ii) the persons (if any) from whom the acquisition is to be made and their associates; and

• (b) the members of the company were given all information known to the person proposing to make the acquisition or their associates, or known to the company, that was material to the decision on how to vote on the resolution, including:

  • (i) the identity of the person proposing to make the acquisition and their associates;

  • (ii) the maximum extent of the increase in that person’s Voting Power in the company that would result in the acquisition;

  • (iii) the Voting Power that person would have as a result of the acquisition;

  • (iv) the maximum extent of the increase in the Voting Power of each of that person’s associates that would result in the acquisition; and

  • (v) the Voting Power that each of that person’s associates would have as a result in the acquisition .”

• 4.16 No votes shall be cast by the Fund in respect of the subject resolution and the Company submits that the information sought by Exception 7 is contained in this Explanatory Memorandum.

• 4.17 For completeness:

• (a) Section 208 of the Corporations Act provides that a public company cannot give a financial benefit to a Related Party without shareholder approval unless an exception in sections 210 to 216 of the Corporations Act applies.

The Company considers that shareholder approval for the purposes of section 208 is not required on the basis of the exception in section 210. Section 210 provides that such approval is not needed to give a financial benefit on terms that

• (i) would be reasonable in the circumstances if the public company and the Related Party were dealing at arm’s length; or

• (ii) are less favourable to the Related Party than the terms referred to in paragraph 4.17(a)(i) above

In the present case, the Board views the potential acquisition of the Fund Shortfall Shares by the Fund to be on commercial arm’s length terms.

• (b) Also, Listing Rule 10.11.1 provides that unless an exception in Listing 10.12 applies, an entity must not issue shares to a Related Party without the approval of shareholders. Exception 1 provides that approval is not required if the shares are issued pursuant to a pro rata rights issue. ASX takes the view however Exception 1 does not apply to any shares, the subject of a Shortfall, issued in respect of a pro rata issue. Consequently Shareholder approval is required for the issue of the Fund Shortfall Shares to the Fund

• 4.18 The Board supports the Fund’s acquisition of the Fund Shortfall Shares as the proceeds of such are important for the Company’s working capital needs.

Resolution 5 Issue of Shortfall Shares to Christopher Charles Hext

• 5.1 As noted above, Mr Hext is a current Director of the Company and Mr Hext and his associates currently hold 2,275,614 Shares which represents about 6.95% of all Shares.

• 5.2 Mr Hext intends to subscribe for:

• (a) his full entitlement under the Rights Issue (“ Rights Issue Shares ”); and

• (b) Shortfall Shares equal to the maximum sum of $100,000 (“ Hext Maximum Sum ”).

• 5.3 Based on the Hext Maximum Sum and the Strike Price, Mr Hext shall be entitled to subscribe for up to a maximum of 1,000,000 of Shortfall Shares (“ Hext Shortfall Shares ”). Whether he is able to subscribe for all Hext Shortfall Shares will depend on who else subscribes for Shortfall Shares, which includes the Fund and Mr Giles.

• 5.4 As Mr Hext is a Director, he is considered a Related Party of the Company for the purposes of section 228 of the Corporations Act.

• 5.5 As stated earlier, section 208 of the Corporations Act provides that a public company cannot give a financial benefit to a Related Party without shareholder approval unless an exception in sections 210 to 216 of the Corporations Act applies.

• 5.6 The Company considers that shareholder approval for the purposes of section 208 is not required on the basis of the exception in section 210. Section 210 provides that such approval is not needed to give a financial benefit on terms that

• (a) would be reasonable in the circumstances if the public company and the Related Party were dealing at arm’s length; or

• (b) are less favourable to the Related Party than the terms referred to in paragraph 5.6(a) above.

• 5.7 In the present case, the Board views the potential acquisition of the Hext Shortfall Shares by Mr Hext to be on commercial arm’s length terms within the meaning of section 210(a) of the Corporations Act.

• 5.8 However as stated earlier, Listing Rule 10.11.1 provides that unless an exception in Listing 10.12 applies, an entity must not issue shares to a Related Party without the approval of shareholders. Exception 1 provides that approval is not required if the shares are issued pursuant to a pro rata rights issue. As discussed earlier, ASX takes the view however Exception 1 does not apply to any shares, the subject of a Shortfall, issued in respect of a pro rata issue. Consequently Shareholder approval is required for the issue of the Hext Shortfall Shares to Mr Hext.

• 5.9 The Board supports the Mr Hext’s acquisition of the Hext Shortfall Shares as the proceeds of such are important for the Company’s working capital needs.

• 5.10 As the proposed acquisitions of the Rights Issue Shares and the Hext Shortfall Shares by Mr Hext will not increase the Voting Power of Mr Hext and his associates beyond 20%, section 606 of the Corporations Act does not apply to these acquisitions.

Resolution 6 Issue of Shortfall Shares to Christopher Michael Giles

• 6.1 As noted earlier, Mr Giles was recently appointed to the Board of the Company and is therefore a Related Party of the Company. Neither Mr Giles nor any of his associates presently hold any Shares.

• 6.2 Mr Giles wishes to subscribe for Shortfall Shares equal to the maximum sum of $150,000 (“ Giles Maximum Sum ”).

• 6.3 Based on the Giles Maximum Sum and the Strike Price, Mr Giles shall be entitled to subscribe for up to a maximum of 1,500,000 of Shortfall Shares (“ Giles Shortfall Shares ”). Whether he is able to subscribe for all Giles Shortfall Shares will depend on who else subscribes for Shortfall Shares.

• 6.4 As in the case of Mr Hext, the Board does not consider Shareholder approval is required under section 208 of the Corporations Act for the proposed acquisition of the Giles Shortfall Shares on the basis that such acquisition is on commercial arm’s length terms and thus coming within the meaning of section 210(a) of the Corporations Act.

• 6.5 However shareholder approval for the proposed acquisition of the Giles Shortfall Shares by Mr Giles is required by Listing Rule 10.11.1 as he is a Related Party of the Company.

• 6.6 The Board supports the Mr Giles’ acquisition of the Giles Shortfall Shares as the proceeds of such are important for the Company’s working capital needs.

• 6.7 The Board does not consider section 606 of the Corporations Act relevant to the proposed acquisition of the Giles Shortfall Shares by Mr Giles.

Resolution 7 Remuneration Report

• 7.1 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.

• 7.2 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.

Resolution 8 Appointment of PKF Chartered Accountants & Business Advisors as auditors of the Company

• 8.1 Under section 329(5) of the Corporations Act, an auditor of a company may, by notice to that company resign as auditor of the company if:

• (a) the auditor has, by notice in writing given to ASIC, applied for consent to the resignation and stated the reasons for the application and, at or about the same time as the notice was given to ASIC, notified the company in writing of the application to ASIC; and

• (b) the consent of ASIC has been given.

• 8.2 The Company’s present auditors, Hall Chadwick advised the Company that they would be resigning as auditors of the Company as from the next AGM.

• 8.3 Under section 329(8) of the Corporations Act, the resignation by an auditor takes effect on the day (if any):

• (a) specified for the purpose in the notice of resignation;

• (b) on which ASIC gives its consent to the resignation; or

• (c) fixed by ASIC for the purpose,

whichever last occurs.

• 8.4 After some review, the Board considers PKF Chartered Accountants & Business Advisors as being a suitable to be appointed auditors of the Company. PKF Chartered Accountants & Business Advisors are a mid-sized accounting firm with multiple internal departments of which can be utilised by the Company if need be. They are experienced within the audit field and can also offer further assistance to benefit the Company if required.

• 8.5 On 21[st] October PKF Chartered Accountants & Business Advisors provided their consent to act as auditors of the Company in accordance with section 328A of the Corporations Act. As at the date of this Notice they have not withdrawn their consent. Under section 328A(1)(b), an appointment of an auditor cannot be made if they have withdrawn their consent by the appointment date.

• 8.6 Under section 327B of the Corporations Act, a public company must appoint an auditor to fill any vacancy in the office of auditor at an AGM

• 8.7 The Board recommends that PKF Chartered Accountants & Business Advisors be appointed as the Company’s auditors, subject to any determination by ASIC.

SECTION 3

GLOSSARY

In this Notice and Explanatory Memorandum:

“ASIC " means the Australian Securities and Investments Commission;

" ASX " means ASX Limited (ACN 008 624 691);

" Board " means the Company's board of Directors

" Business Days " has the meaning given in the Listing Rules;

" Company " and " Oldfields " means Oldfields Holdings Limited (ACN 000 307 988);

" Corporations Act " means Corporations Act 2001 (Cth);

" 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 " " Meeting " or “ AGM ” 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;

“ Rights Issue ” means the pro rata Share rights issue announced by the Company to the ASX on 8 October 2010;

" Related Body Corporate " has the meaning given in section 9 of the Corporations Act;

“ Related Party ” has the meaning ascribed to that term in section 228 of the Corporations Act, where the context so requires.

" Shareholders " mean the holders of Shares;

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

“ Shortfall ” means the difference between the Shares offered under the Rights Issue and those actually subscribed for and includes the meaning as described in paragraph 3.2 of the Explanatory Memorandum;

“ Shortfall Shares ” mean those Shares not taken up in the initial offering under the Rights Issue which form part of the Shortfall;

“ Strike Price ” means the price for each Share the subject of the Rights Issue and for each Shortfall Share, being $0.10 per Share

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

“ Voting Power ” has the meaning as ascribed to this term as in section 610(1) of the Corporations Act.

Oldfields Holdings Limited ABN 92 000 307 988

FOR ALL ENQUIRIES CALL REGISTRIES:

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1301011200222110021222323200231201013

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE: +61 2 9290 9655

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POSTAL ADDRESS: Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

XXXXXX XXXXXX EASTLAKES NSW 2018

YOUR VOTE IS IMPORTANT

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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.

Reference Number : XXXXXXXXXXX

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BEFORE 10:00AM, SATURDAY, 20 NOVEMBER 2010

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 securityholder 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 form" 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 using this Proxy Form, 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; and

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

STEP 3 Sign the Proxy Form

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders 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 Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10:00am on Monday, 22 November 2010 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged:

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 your proxy how to vote

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

Attending the Meeting

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

Oldfields Holdings Limited

PROXY FORM Annual General Meeting

XXXXXX XXXXXX EASTLAKES NSW 2018

S00013123021

STEP 1 - Appointment of proxy

I/We being a member/s of Oldfields Holdings Limited (the "Company") and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an 'X') OR

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Oldfields Holdings Limited to be held at 8 Farrow Road, Campbelltown NSW 2560 on Monday, 22 November 2010 at 10:00am and at any adjournment of that meeting, to act on my 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 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 in respect of a resolution, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of resolution(s) 4, 5 & 6 and votes cast by the Chairman of the Meeting for those resolutions, other than 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 Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called.The Chair intends to vote 100% of all open proxies FOR the resolution.

STEP 2 - Voting directions to your proxy - please mark X to indicate your directions

STEP 2 - Voti	ng directions to your proxy - please mark X to indicate your direction	s
Ordinary Business		For	Against	Abstain*
1	Re-Election of Christopher Charles Hext as a Director
2	Re-Election of William Lewis Timms as a Director
3	Re-Election of Christopher Michael Giles as a Director
4	Issue of Shortfall Shares to Randell Management Services Pty Ltd
5	Issue of Shortfall Shares to Christopher Charles Hext
6	Issue of Shortfall Shares to Christopher Michael Giles
7	Adoption of the Remuneration Report
8	Appointment of PKF Chartered Accountants & Business Advisors as auditors of the Company

In addition to the intentions advised above, The Chair intends to vote 100% of all open proxies FOR the resolution.

*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

Individual or Securityholder 1 Sole Director and Sole Company Secretary

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This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Securityholder 2 Securityholder 3
Director Director/Company Secretary
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Contact Name.........................................................................

Contact Daytime Phone.......................................................................

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