OLDFIELDS HOLDINGS LIMITED

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988

NOTICE OF GENERAL MEETING

Incorporating

EXPLANATORY MEMORANDUM

and

PROXY FORM

DATE AND TIME OF MEETING 23 JUNE 2010 AT 10am

PLACE OF MEETING 8 Farrow Road, Campbelltown NSW

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CONTENTS

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

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SECTION 1 OLDFIELDS HOLDINGS LIMITED

(ACN 000 307 988)

NOTICE OF GENERAL MEETING

NOTICE IS GIVEN that a General Meeting of the shareholders of Oldfields Holdings Limited (" Oldfields " or " Company ") will be held at 8 Farrow Road, Campbelltown, NSW at 10am on Wednesday 23 June 2010.

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

Agenda

Resolution 1 Approval to approve the issue of 3,686,132 Shares to Randell Management Services Pty Ltd (ACN 009 162 485) as trustee for the Timms Superannuation Fund

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 3,686,132 Shares to Randell Management Pty Ltd (ACN 009 162 485) as trustee for the Timms Superannuation Fund.

Resolution 2 Approval to approve the issue of 1,381,176 Shares to U.F.B.A. Pty Ltd (ACN 002 246 611)

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 Shares to U.F.B.A. Pty Ltd (ACN 002 246 611).

These resolutions are required to be put forward to Shareholders for the purposes of ASX Listing Rule 10.11 and Chapter 6 of the Corporations Act, 2001.

BY ORDER OF THE BOARD

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Robert Coleman Company Secretary

Dated 20 May 2010

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VOTING

Voting Exclusion Statement

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

(i) Resolution 1- Randell Management Services Pty Ltd (ACN 009 162 485) as trustee for the Timms Superannuation Fund and its associates (if any);
(ii) Resolution 2- U.F.B.A. Pty Ltd (ACN 002 246 611) and its associates

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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 21 June 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

Each Shareholder has a right to appoint a proxy.
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.
A proxy need not be a shareholder of the Company.
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 on 21 June 2010.
(1) at its registered office at 8 Farrow Road, Campbelltown; or
(2) by facsimile to its registered office on fax number +61 2 4627 0888.
Proxies given by corporate shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised officer or attorney.

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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 of Meeting unless the context requires, or the definitions in the Glossary provide, otherwise

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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.

1. Resolution 1 - Approval for the issue of 3,686,132 Shares to Randell Management Services Pty Ltd (ACN 009 162 485) as trustee for the Timms Superannuation Fund; and

Resolution 2 - Approval to approve the issue of 1,381,176 Shares to U.F.B.A. Pty Ltd (ACN 002 246 611)

1.1 On 8 April 2010 the Company announced the Rights Issue which was later confirmed in the Letter of Offer. The number of Shares to be issued under the Rights Issue, if fully subscribed, is 9,446,592.
1.2 Acceptances under the Rights Issue closed on 10 May 2010 and the Company received acceptances amounting to 4,348,660 Shares. As a consequence of this, there was a shortfall of Shares offered and subscribed for in the first round of the Rights Issue in the sum of 5,097,932 (“ Shortfall ”).
1.3 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 the Listing Rules. The Directors issued an additional 30,634 Shares as part of the Shortfall to parties not related to the Company. The remaining number of Shares the subject of the Shortfall is presently 5,067,308.
1.4 Under Exception 3 of Listing Rule 7.2 the issue price any Shares the subject of the Shortfall must not be less than the price at which the Shares were offered under the Rights Issue. The issue price for the Shares forming the Shortfall is the same as it was under the Rights Issue; namely $0.17 per Share, despite last sale price of the Shares as noted on the ASX as at the date of this Notice being $0.10 per Share. This represents a significant disadvantage to those entities wishing to subscribe for Shortfall Shares. Any Shortfall Shares must be issued within one (1) month of relevant shareholder approval, if provided.
1.5 Randell Management Services Pty Ltd (ACN 009 162 485) as trustee for the Timms Superannuation Fund (“ Fund ”) wishes to subscribe for 3,686,132 Shortfall Shares, while U.F.B.A. Pty Ltd (ACN 002 246 611) wishes to subscribe for 1,381,176 Shortfall Shares (“ U.F.B.A. ”) for an issue price of $0.17 per Shortfall Share. U.F.B.A. agrees to subscribe for Shares forming part of the Shortfall on condition that the Shareholders approve Resolution 1.

The Fund

1.5 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.
1.6 The Fund is a Shareholder of the Company and is controlled by one of the Directors, Mr 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.
1.7 Immediately prior to the Rights Issue, the Fund held 4,400,000 representing 18.63% of all Shares on Issue. Under the Rights Issue a further 1,760,000 of Shares were issued to the Fund and it currently holds 6,160,000 of Shares which represent 22% of all Shares currently on issue, excluding the unissued Shortfall Shares.

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1.8 The Fund now wishes to subscribe for an additional 3,686,132 Shares forming part of the Shortfall (“ Fund Shortfall Shares ”). If the Fund Shortfall Shares are issued to the Fund it shall hold a total of 9,846,132 Shares on issue representing 31.08% of all Shares on issue. Its Voting Power shall be increased by 9.08%. The taking up of all the Fund Shortfall Shares will leave a balance of 1,381,176. If these Shares are subscribed by U.F.B.A. then the Fund will own 29.78% of all Shares on issue. Its Voting Power shall be increased by 7.78%.
1.9 The Company has agreed to pay a facilitation fee to Timms and Timms equal to 6% inclusive of GST for facilitating the subscription of the Fund Shortfall Shares by Randell. Timms and Timms is an accounting partnership of which Mr Lewis Timms is a principal. Consequently, if the Fund Shortfall Shares are issued to Randell, Timms and Timms will be entitled to a commission of $37,598.54 including GST.
1.10 Under the Letter of Offer, the Board reserved its rights to issue Shares to make up the Shortfall as it sees fit and that fees or charges may be incurred equal to around 5-7% of the amount the subject of the Shortfall. The Board considers the proposed facilitation fee to Timms and Timms as being commercially reasonable and is consistent with the statements contained in the Letter of Offer. For completeness Mr Timms, did not participate in the Board’s determination to approve the payment of the facilitation fee to Timms and Timms.

U.F.B.A.

1.11 U.F.B.A. is not a shareholder of the Company but the Company owes U.F.B.A. the sum of $234,799.92 by way of outstanding balance of a loan (“ Loan ”).
1.12 Immediately prior to the Rights Issue, U.F.B.A.’s associates, including Farrow Rd Pty Limited and Aymtold Properties Pty Limited held 3,900,000 representing 16.51% of all Shares on Issue (“ Associates ”). Under the Rights Issue a further 1,560,000 of Shares were issued to the Associates and they currently hold 5,460,000 Shares which represent 19.5% of all Shares currently on issue, excluding the unissued Shortfall Shares.
1.13 U.F.B.A. now wishes to subscribe for an 1,381,176 Shares forming part of the Shortfall (“ U.F.B.A. Shortfall Shares ”) but on condition that Resolution 1 is approved. If the U.F.B.A. Shortfall Shares are issued to U.F.B.A., it and its Associates shall hold a total of 6,841,176 Shares on issue representing 20.69% of all Shares on issue. The Voting Power of U.F.B.A. and its Associates shall be increased by 1.19% assuming Fund Shortfall Shares are issued to Randell.
1.14 U.F.B.A. has agreed to cancel the Loan in consideration for the issue of the U.F.B.A. Shortfall Shares. The Board considers such arrangement consistent with the Letter of Offer as it relates to the discretion of the Board to fulfil the Shortfall on terms it sees fit.
1.15 Mr John Westwood is director of U.F.B.A. and was a former Director of the Company. Section 228(5) of the Corporations Act provides that an entity is a Related Party of company if he was a director at any time within the previous 6 months. As Mr Westwood resigned as a Director on 9 November 2009, he is no longer considered a Related Party of the Company.

Basis for needing approval

1.16 Relevantly, 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 persons Voting Power in the company increases:
(a) from 20% or below to more than 20%; or

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(b) from a starting point that is above 20% and below 90%.
1.17 However a person may acquire such a relevant interest where an exception listed in section 611 applies (“ Exception ”).
1.18 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.
1.19 Relevantly, Exception 7 provides that shareholders of the target company can approve the acquisition 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 .”
1.21 The Company submits that no votes shall be cast by the Fund or its associates, if any, or U.F.B.A. and its Associates in respect of the above resolutions apply to them and the information sought by Exception 7 are contained in this Explanatory Memorandum.
1.22 Under the above resolutions no one person shall have control over the Company. U.F.B.A. and Randell are not associates of each other nor do they presently have any connection with each other commercially or otherwise. It is apparent that the acquisitions of the Shortfall Shares by these entities are on terms which are not favourable to them, despite the payment of fees or charges as described above.

1.23 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

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(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 1.15(a)(i) above

In the present case, the acquisition of the Fund Shortfall Shares are on commercial arm’s length terms and do not favour the Fund, particularly when consideration is given to the original offer price for the Shares under the Rights Issue being $0.17 per Share and the last recorded sale price for the Shares as recorded by the ASX at the time of issue of the Notice, as being $0.10 per Share.

(b) 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.

As a consequence shareholder approval will be required for the issue of the Fund Shortfall Shares on this basis.

1.24 The Board supports the Fund’s acquisition of the Fund Shortfall Shares and the U.F.B.A. Shortfall Shares as the proceeds of such are important for the Company’s ongoing working capital needs.

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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);

" Directors " means the directors of the Company;

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

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

" Glossary " means this glossary;

“ Letter of Offer ” means the letter sent to Shareholders offering Shares under the Rights Issue dated 22 April 2010;

" Listing Rules " means the listing rules of ASX;

" Notice " means this Notice of General Meeting;

" 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.

“ Rights Issue ” means the non renounceable pro rata rights issue undertaken by the Company in April 2010;

" Shareholders " means the holders of Shares;

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

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

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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 21 June 2010. Accordingly those persons will be entitled to attend and vote at the meeting.

Voting by proxy:

Each Shareholder has a right to appoint a proxy.
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.
A proxy need not be a Shareholder of the Company.
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 on 21 June 2010:
(1) at its registered office at 8 Farrow Road, Campbelltown; or
(2) by facsimile to its registered office on fax number +61 2 4627 0888.
Proxies given by corporate shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised officer of attorney.
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.

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PROXY FORM

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988 8 Farrow Road Campbelltown, New South Wales 2560

General Meeting 23 June 2010 at 10am

To: The Company Secretary, Oldfields Holdings Limited

I/we

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 general meeting of the Company to be held at 8 Farrow Road, Campbelltown, New South Wales on 23 June 2010 at 10am 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.

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Directing Your Proxy

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

Resolution For Against

1.	Approval to issue 3,686,132 Shares to Shares to Randell Management	Services	Pty Ltd
	(ACN 009 162 485) as trustee for the Timms Superannuation Fund
		◻	◻
2.	Approval to issue 1,381,176 Shares to U.F.B.A. Pty Ltd (ACN 002 246 611)

◻	◻
◻	◻

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 or signed by a duly authorised officer or attorney.

Dated this day of 2010.

Common Seal Signature(s) Name (print)

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AI assistant

OLDFIELDS HOLDINGS LIMITED Proxy Solicitation & Information Statement 2010

65490_rns_2010-05-19_9738f9c3-203e-42a1-be48-dcdc249159fa.pdf