ORION EQUITIES LIMITED — AGM Information 2004

Oct 26, 2004

Central Exchange Limited

A.B.N 77 000 742 843

NOTICE OF ANNUAL GENERAL MEETING

Perth, Western Australia

Date and Time of Meeting:	10:00 am (Perth time) Thursday, 25 November 2004
Place of Meeting:	The Forrest Centre Conference Suites Level 14, The Forrest Centre 221 St Georges Terrace

www.centralexchange.com.au

CENTRAL EXCHANGE LIMITED

A.B.N. 77 000 742 843

Level 14, 221 St Georges Terrace, Perth WA 6000 T | + 61 (8) 9214 9797 F | + 61 (8) 9322 1515

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Central Exchange Limited A.B.N. 77 000 742 843 ("CXL" or "Company") will be held at The Forrest Centre Conference Suites, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 10:00 am (Perth time) on Thursday, 25 November 2004.

AGENDA

ORDINARY BUSINESS

$\mathbf{L}$ Annual Reports

To consider and receive the 2004 Directors' Report, Financial Statements and Audit Report of the Company.

$2.$ Resolution 1 Re-Election of Yagoob Khan as Director $\mathcal{L}(\mathcal{A})$

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Yagoob Khan, having retired pursuant to the Constitution of the Company, being eligible, be re-elected as a Director of the Company."

Short Explanation: Under the constitution, one-third of Directors must retire at each annual general meeting and are eligible for re-election.

DATED THIS 25th DAY OF OCTOBER 2004

BY ORDER OF THE BOARD

VICTOR HO COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to assist shareholders of the Company in understanding the business to be put to shareholders for their consideration at the Annual General Meeting (AGM) of the Company

ORDINARY RESOLUTION 1 -RE-ELECTION OF YAQOOB KHAN AS DIRECTOR

The Company's Constitution requires one third of the Directors (or if that is not a whole number, the whole number nearest to one third) to retire at each AGM. This rule does not apply to the Managina Director.

The Director st who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may garee which of them will retire.

Mr Yaqoob Khan retires at the AGM under this rule. However, being eligible, he has offered himself for re-election as a Director of the Company. Mr Khan has been a Director of the Company since 5 November 1999 (Non-Executive Director since August 2000) and was most recently re-elected a Director at the 2003 Annual General Meeting. His experience and qualifications are set out below:

Yaqoob Khan

Age 39

Mr Khan holds a Bachelor of Commerce degree from the University of Western Australia and a Master of Industrial Administration degree from Carnegie Mellon University, Pittsburgh, Pennsylvania, USA. After working for several years in the Australian Taxation Office, Mr Khan completed his postgraduate Masters degree and commenced work as a senior executive responsible for product marketing, costing systems and production management.

Mr Khan has been founding Executive Director of 2 ASX floats - Queste Communications Limited in 1998 and Fast Scout Limited in 2000. He was an integral member of the team responsible for the pre-IPO structuring and IPO promotion and has been actively involved in the executive management of such companies since their floats. Mr Khan brings considerable international experience in key aspects of corporate finance, production and strategic marketing.

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of Central Exchange Limited will be held at:

The Forrest Centre Conference Suites Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia

commencina

10:00 cm (Perth time) Thursday, 25 November 2004

How to Vote

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

Votina in Person

To vote in person, attend the meeting on the date and at the place set out above.

Voling by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number +61 8 9322 1515; or
• deliver to the reaistered office of the Company at Level 14. The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000.

so that it is received not later than 10:00 am (Perth time) on Tuesday, 23 November 2004.

Your proxy form is enclosed.

Snapshot Date

In accordance with reaulation 7.11.37 of the Corporations Reaulations 2001, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the meeting.

The snapshot date is 5:00 pm (Perth time) on Tuesday, 23 November 2004.

Bodies corporate

A body corporate may appoint an individual as its authorised corporate representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. A properly executed original (or certified copy) of an appropriate "Appointment of Corporate Representative" should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disregarded by the Company.

Powers of Attorney

A person appearing as Power of Attorney for a shareholder should produce a properly executed original (or certified copy) of an appropriate Power of Attorney for admission to the meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

PROXY FORM Annual General Meeting

Central Exchange Limited A.B.N. 77 000 742 843

Mark this box with an 'X' if you want to make any changes to your address details (see reverse)

COMPLETE AND RETURN TO: The Company Secretary Central Exchange Limited Level 14, The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000

Eacsimile: +61 8 9322 1515

Appointment of Proxy

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

The Chairman of the Meeting (mark with an OR $"X"$

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

%

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting 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) at the Annual General Meeting of Central Exchange Limited to be held at The Forrest Centre Conference Suites, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 10:00 am (Perth time) on Thursday, 25 November 2004 and at any adjournment of such Annual General Meetina.

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chair intends to vote in favour of Resolution 1.

Voting directions to your proxy – please mark $[X]$ to indicate your directions

RESOLUTIONS	For	Agginst	Abstain*
Re-Election of Yaqoob Khan as Director

If to proxies are being appointed, the proportion of voting rights this proxy represents is:

* 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.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Joint Shareholder 2	Joint Shareholder 3
Director	Director / Company Secretary
Contact Daytime Telephone	Date

INSTRUCTIONS FOR COMPLETING PROXY FORM

• $\mathbf{1}$ . Your pre-printed name and address is as it appears on the Company's share reaister. If this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.
• Completion of a proxy form will not prevent individual shareholders from attending the meeting in $\mathcal{D}_{\mathcal{L}}$ person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two $\mathcal{B}$ proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.
• $\overline{4}$ . A proxy need not be a shareholder of the Company.
• 1. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
• 1. If a representative of a company shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate 'Appointment of Corporate Representative' should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disreaarded by the Company.
• $\mathcal{I}$ . If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or certified copy) of an appropriate Power of Attorney should be produced for admission to the meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. Signing Instructions

You must sign this form as follows 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 Shareholders should sign.
Power of Attorney:	If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.
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 office held by signing in the appropriate place.

9. Lodament of a Proxy

This Proxy Form (and the original or certified copy of any Power of Attorney under which it is signed) must be received at the address below not later than 10:00 am (Perth time) on Tuesday, 23 November 2004 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the meeting.

Proxy Forms may be lodged:

by posting, delivery or facsimile to the address below:

Central Exchange Limited Level 14, The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000