OLDFIELDS HOLDINGS LIMITED — AGM Information 2012

Oct 25, 2012

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ANNOUNCEMENT RE ANNUAL GENERAL MEETING

Please find following the notice of Annual General Meeting which was mailed out to shareholders on Friday 26th October 2012.

The Annual General Meeting will be held at The Australian Institute for Company Directors Level 1, 20 Bond Street Sydney NSW on Monday 26 November 2012 At 2.30pm

Please refer to the following notice of AGM for further details

Oldfields
Holdings
Limited
ABN
92
000
307
988 8
Farrow
Road
Campbelltown
NSW
2560
p:
+612
4627
0777
f:
+612
4627
0888

www.oldfields.com.au

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26th October 2012

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 The Australian Institute of Company Directors Level 1, 20 Bond Street Sydney NSW on Monday 26[th] November 2012 at 2.30pm.

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 2012. These are intended to be received and considered as ordinary business at the Meeting but not for resolution. The 2012 Annual Report is available on our website: - http://www.oldfields.com.au/holdings/financial reports or alternatively on the Announcement Platform of the ASX website: http://www.asx.com.au.

If you have any questions regarding these reports, please submit them to the Company Secretary by no later than 2.30pm (Sydney Time) on 19[th] November 2012 either by mail to its registered office at 8 Farrow Road Campbelltown NSW 2560, by fax 61 2 4627 0888 or email Robert Coleman robert.coleman@oldfields.com.au.

An Explanatory Memorandum to Shareholders is enclosed explaining the two (2) resolutions to be tabled at the Meeting.

Ordinary Business

1. The re-election of Julie Garland McLellan as a Director.

2. The adoption of the Remuneration Report.

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 2.30pm (Sydney Time) on Saturday 24[th] November 2012 either by mail to BoardRoom Pty Limited at the address or fax number provided on the proxy form.

The Directors look forward to seeing you at the Meeting.

Yours faithfully

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Julie Garland McLellan Chairman julie@mclellan.com.au

Oldfields Holdings Limited ABN 92 000 307 988 8 Farrow Road Campbelltown NSW 2560 p: +612 4627 0777 f: +612 4627 0888

www.oldfields.com.au

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988

NOTICE OF ANNUAL GENERAL MEETING

Incorporating

EXPLANATORY MEMORANDUM

DATE AND TIME OF MEETING 26 NOVEMBER 2012 AT 2.30pm

PLACE OF MEETING AUSTRALIAN INSTITUTE OF DIRECTORS LEVEL 1, 20 BOND STREET SYDNEY NSW

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 The Australian Institute of Directors, Level 1, 20 Bond Street, Sydney.

The Explanatory Memorandum which accompanies and forms part of this Notice describes in more detail the matters to be considered in addition to ordinary and special 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 2012”

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

Resolution 1 Re- Election of Julie Garland McLellan as a Director

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

" That Julie Garland McLellan, who retires by rotation in accordance with the Company's Constitution, and being eligible offers herself for re-election as a Director, be re-elected as a Director ."

Resolution 2 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 at the Meeting.

BY ORDER OF THE BOARD

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Robert Coleman Company Secretary

26 October 2012

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 2.30pm (Sydney Time) on Saturday 24th November 2012. 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 2.30pm (Sydney Time) on Saturday 24th November 2012.

5. (1) by mail to its share registry, BoardRoom Pty Limited, GPO Box 3993 Sydney NSW 2000 ; or

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

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 Julie Garland McLellan 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 and any Director retiring under Article 6.1(e).

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, Ms Garland McLellan has made and continues to make a significant contribution to the Company. She is eligible for re-election. The Board recommends that the Shareholders resolve to re-elect Ms Garland McLellan as a Director.

Resolution 2 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 (a copy is available on request from the Company Secretary);

“ Corporations Act ” means the Corporations Act, 2001 (Cth);

" 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.

Oldfields Holdings Limited

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ACN 000 307 988

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

FACSIMILE

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

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. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 2:30pm (ADST) SATURDAY 24[th] NOVEMBER 2012

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” 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 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.

STEP 3 Sign the 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 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 at time 2:30 pm (ADST) , Monday 26[th] November 2012 . 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 – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

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

Attending the Meeting

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

Oldfields Holdings Limited

STEP 1 - Appointment of Proxy

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

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

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Oldfields Holdings Limited to be held at Australian Institute of Directors, Level 1, 20 Bond Street SYDNEY NSW 2000, on Monday the 26th of November 2012 at 2:30 pm (ADST) 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.

No undirected proxies to the Chairman or Key Management Personnel will be voted on Resolution 2, Adoption of Remuneration Report. You are encouraged to direct your proxy by marking the box in relation to the resolution in the section below.

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

Ordinary Business Resolution 1 Re- Election of Julie Garland McLellan as a Director Resolution 2 Adoption of the Remuneration Report

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For Against Abstain
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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.

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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 Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2012
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