OLDFIELDS HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2007

Oct 11, 2007

PROXY FORM

PLEASE PULL OUT

OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES ABN: 92 000 307 988 ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED: 30 JUNE 2007

PROXY FORM PLEASE PULL OUT

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988 AND CONTROLLED ENTITIES

8 Farrow Road

Campbelltown New South Wales 2560

Annual General Meeting - Wednesday, 28[t][h] November 2007 at 4.30pm

To: The Company Secretary, Oldfields Holdings Limited

IlVVe (Name)

.

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

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 8 Farrow Road, Campbelltown, New South Wales on 28[t][h] November 2007 at 4.30pm and at any adjournment of that meeting.

Unless otherwise instructed the proxy will vote as he or she thinks fit, or abstain from voting. If the chairman is appointed proxy, he will vote all undirected proxies in favour of all resolutions. Should the member wish to direct the proxy how to vote, the following should be completed:

Re-election of Mr T. D. J. Love, who retires in accordance with the Company's Constitution and Listing Rule 14.4, and who, being eligible, offers himself for re-election for a period of 1 year D To consider, and if thought fit, pass the following Ordinary Resolution: "That the Remuneration Report of the Company be adopted. D 4. Transact any other business which may be lawfully brought forward YOUR QUESTIONS ARE IMPORTANT TO YOUR BOARD. SHAREHOLDERS ARE REQUESTED TO SUBMIT IN WRITING ANY QUESTIONS RELATING TO THE 2007 ANNUAL REPORT TO REACH THE COMPANY SECRETARY AT THE REGISTERED OFFICE OF THE COMPANY NO LATER THAN 24 HOURS BEFORE THE ADVERTISED COMMENCEMENT TIME OF THE MEETING.

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988 AND CONTROLLED ENTITIES 8 Farrow Road Campbelltown New South Wales 2560

PLEASE SIGN HERE This Section must be signed in accordance with the instructions on page 3 to enable your directions to be implemented

Individual or Security Holder 1 Security Holder 2 Security Holder 3 (Sole Director/Sole Company Secretary) Director Director/Company Secretary

G J GUILD Company Secretary, Dated: 24[th] September, 2007. Campbelltown, NSW, 2560, Australia.

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988 AND CONTROLLED ENTITIES 8 Farrow Road Campbelltown New South Wales 2560

Annual General Meeting - Wednesday, 28 th November 2007 at 4.30pm

VOTING

A member entitled to attend and vote is entitled to appoint a proxy to vote in His/Her stead. That person need not be a member of the company, but should be a natural person over the age of 18 years. A Proxy Form for this 48[th] Annual General Meeting is enclosed with this Report

PROXY FORM

Proxy Forms must be lodged at the Registered Office of the company not less than 24 hours before the time of the meeting.

• How to complete the Proxy Form:

• Your Address: This is your address as it appears on the Company's Share Register. If this is incorrect please mark here 0 and advise our Share Registry or the Company Secretary of your correct current address.

• Appointment of Proxy. If you wish to appoint the Chairmen as your Proxy, mark the box. If you wish to appoint an individual or body corporate as your Proxy complete the full details in the space provided on the face of this form

• Voting: You may direct your Proxy how to vote by placing your mark in one of the 3 boxes opposite each item of business. All your securities will be voted in accordance with this direction, unless you indicate otherwise by inserting percentages or numbers of votes in each box. If you do not mark any of the boxes on a given item, your Proxy may vote how they think fit.

• Appointment of Second Proxy: You are entitled to appoint up to 2 Proxies to allend 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 Secretary, The Company's Share Registry or copying this form. If you do appoint a second Proxy, you must clearly indicate the percentage of your vote allocated to each Proxy and return both forms in the same envelope

• You must sign this form as instructed in the spaces provided: Individual: where the holding is in one name, the holder must sign; Joint Holding: where the holding is in more than one name, all of the security holders must sign; Power of Allorney : to sign under Power of Allorney, you must have already lodged this document with our Registry. If you have not, please allach a certified photocopy of the Power of Attorney to this form when you return it.

Companies where the company has a sole Director who is also the sole Company Secretary, this form must be signed by that person. If the company, pursuant to section 204A of the Corporations Act 2001, does not have a Company Secretary, a Sole Director can also sign alone. Otherwise, this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the respective offices held. If a representative of a corporate Security holder or Proxy is to attend the meeting, the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the Certificate may be obtained from the Company's Share Registry.

1. Lodgement of Proxy: This Proxy Form (and any Power of Allorney under which it is signed) MUST be received at the Registered Office of the Company no later than 24 hours before the advised commencement time of the meeting :4.30pm on Wednesday, 28 November, 2007. Proxy Forms received after that time will not be valid for this meeting.

Our Registered Office is : NO.8 Farrow Road, Campbelltown, NSW, 2560. Mail: PO BOX 1613, Campbelltown, NSW, 2560.