PENGANA CAPITAL GROUP LIMITED — Proxy Solicitation & Information Statement 2011

Mar 14, 2011

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HUNTER HALL INTERNATIONAL LIMITED

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of shareholders of Hunter Hall International Limited (‘Company’ or ‘HHL’) will be held at a time and location and to conduct the business specified below:

Date: Friday 15th April 2011 Time: 10.00 am Location: Offices of Computershare Investor Services Pty Limited Level 4, 60 Carrington Street Sydney

Special Business

RETURN OF CAPITAL TO SHAREHOLDERS

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

“That, for the purposes of Part 2J.1 of the Corporations Act and for all other purposes, approval is given for the share capital of HHL to be reduced by $5.2 million with effect from 9 May 2011, such reduction of capital to be effected by HHL paying to each holder of fully paid ordinary shares in HHL, registered as at 7pm on the Record Date, the amount of $0.20 per fully paid ordinary share in HHL held by that holder as at that time.”

Explanatory Memorandum

Attached to and forming part of this Notice of General Meeting is an Explanatory Memorandum that provides shareholders with background information and further details of the resolutions to be considered at the meeting. The information provided is intended to assist shareholders in understanding the reasons for and effect of the resolutions, if passed.

Capitalised terms used in this Notice of General Meeting have the meaning given in the definition section of the Explanatory Memorandum below.

PROXY AND VOTING ENTITLEMENT INSTRUCTIONS

Proxies

A member entitled to attend and vote at the meeting is entitled to appoint another person as the member’s proxy to attend and vote for the member at the meeting. A proxy need not be a member of the Company. A member who is entitled to cast two or more votes may appoint up to two proxies and may specify the proportion or number of votes that the proxy may exercise. If no such specification is given and two proxies are appointed, each may exercise half of the votes to which that member is entitled. A proxy form is enclosed with this Notice of General Meeting. The proxy form contains voting instructions and other important information which you should read carefully.

The proxy form must be signed by the member or the member’s attorney, duly authorised in writing. Proxies by a company must be executed in accordance with its constitution.

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company’s share registry before the meeting or at the registration desk on the date of the meeting.

To be valid, the Proxy Form (and any Power of Attorney under which it is signed) must be received by the Company’s share registry by no later than 48 hours before the commencement of the meeting, that is, by 10.00am on Wednesday 13 April 2011 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged:

Online: www.investorvote.com.au

By mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

By Fax: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

For intermediary subscribers only (custodians) www. Intermediaryonline.com

Voting entitlement

For the purposes of the meeting, a member will be entitled to vote at the meeting if they are recorded on the Company’s register of Shareholders at 10.00am Wednesday 13 April 2011 . Accordingly, transactions registered after that time will be disregarded in determining the entitlements to attend and vote at the meeting.

By order of the Board

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Ouafaa Karim Company Secretary Monday 14 March 2011

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum accompanies the Notice of General Meeting of Hunter Hall International Limited to be held on Friday 15 April 2011. This Explanatory Memorandum should be read in conjunction with the accompanying Notice of General Meeting.

Information relevant to the business to be considered at the General Meeting is provided in this Explanatory Memorandum and shareholders should read this document carefully, in full. Shareholders are strongly advised to consult their legal or financial advisers if they require further advice in connection with the matters contained in this Explanatory Memorandum.

Definitions

In this Explanatory Memorandum, unless the context otherwise requires:

ASIC means the Australian Securities & Investments Commission; ASX means ASX Limited; Company, HHL or Hunter Hall means Hunter Hall International Limited ACN 059 300 426 and its controlled entities; Corporations Act means the Corporations Act 2001 (Cth) and all regulations made pursuant to such legislation, as amended from time to time; Director means a director of the Company; Ex Date has the meaning given in section 1(d) of this Explanatory Memorandum under the heading ‘Indicative Timetable’; Listing Rules means the Listing Rules of ASX; Notice of General Meeting means the notice of meeting attached to and forming part of this document; PM Share means a share issued under the Portfolio Manager Share Plan ; PM Shareholder means a holder of PM Shares; Portfolio Manager Share Plan means the Portfolio Manager Share Plan dated 16 August 2006 and approved by Shareholders on 22 September 2006; Record Date means Thursday 28 April 2011 ; Resolution means the resolution proposed in the Notice of General Meeting; Return of Capital means the return of capital to be made pursuant to the Resolution, as further described in this Explanatory Memorandum;

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means a holder of Shares;

Shareholder

means an ordinary share in the Company.

Share

Unless otherwise stated, all references to sums of money, $ and dollars are to Australian currency and all references to time are to Sydney time.

Purpose of Explanatory Memorandum

The purpose of this Explanatory Memorandum is to:

• (a) explain the effect of:

• (i) the Resolution; and

• (ii) the Return of Capital which would be made to Shareholders if the Resolution is approved; and

• (b) provide such information as prescribed in:

• (i) the Corporations Act (including under section 256C of the Corporations Act); and

• (ii) the Listing Rules (including Listing Rule 7.20),

or as is otherwise, in the opinion of the Directors, material to the decision of Shareholders in deciding whether to approve the Resolution.

RETURN OF CAPITAL TO SHAREHOLDERS

1. PROPOSED RETURN OF CAPITAL

(a) Return of Capital

Hunter Hall proposes to make a cash payment to Shareholders of $0.20 per fully paid ordinary share (representing $5.2 million in total) as a return of capital.

The Record Date for determining entitlements to receive the Return of Capital is Thursday 28 April 2011.

(b) Payment details

If the Return of Capital is approved by Shareholders, payments will be made on Monday 9 May 2011 . Payments will be made by way of cheque or directly into a nominated bank or building society account (for Shareholders who have elected to have payments made directly into a nominated account).

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(c) Tax treatment

Please refer to section 5 below for information about the tax implications of the Return of Capital for the Company and Shareholders.

(d) Indicative timetable

Set out below is an indicative timetable for the Return of Capital if approved. These indicative dates are subject to change:

Event	Date
Date of General Meeting of Shareholders	Friday 15th April 2011
Trading in Shares on an ‘ex return of capital basis’ (Ex Date)	Tuesday 19th April 2011
Record Date	Thursday 28th April 2011
Anticipated date of distribution of funds to Shareholders	Monday 9th May 2011

2. REASONS FOR THE RETURN OF CAPITAL

The Directors of Hunter Hall believe that the Company has accumulated capital that is surplus to its requirements and should be returned to shareholders.

On its ASX listing in 2001, the share capital of the Company (after listing costs) was $4.6 million. Since then, the Company has accumulated additional capital through the Company’s Dividend Reinvestment Plan ($7.7 million) and through the exercise of options under the Company’s Employee Option Plan ($7.7 million).

In determining the amount of capital to be returned to shareholders, the directors have allowed for the Company’s planned capital commitments and regulatory financial requirements for its licensed subsidiaries.

3. REQUIREMENTS FOR THE RETURN OF CAPITAL

(a) Equal reduction

Section 256B(2) of the Corporations Act provides that a capital reduction is an ‘equal reduction’ under the Corporations Act if:

• (i) it relates only to ordinary shares; and

• (ii) applies to each holder of ordinary shares in proportion to the number of ordinary shares they hold; and

• (iii) the terms of the reduction are the same for each holder of ordinary shares.

The proposed Return of Capital satisfies the criteria in section 256B(2) and, as such, is treated as an equal reduction of capital for the purposes of the Corporations Act.

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(b) Statutory requirements

Under section 256B(1) of the Corporations Act, a company can reduce its share capital if the reduction satisfies three key requirements.

The three requirements and how they are being met by the Company are:

(i) The reduction must be fair and reasonable to the Company’s shareholders as a whole

The Directors consider the return of capital to be fair and reasonable to HHL shareholders as a whole. All shareholders will be treated in the same manner in terms of the proportion of the share capital of the Company being returned.

(ii) The reduction does not prejudice the Company’s ability to pay its creditors

The Directors have carefully reviewed the financial position of the Company, including its assets, liabilities, expected cashflow and capital requirements, and believe the proposed Return of Capital will not prejudice the Company’s ability to pay creditors.

• (iii) The reduction is approved by ordinary resolution at a general meeting of shareholders under section 256C of the Corporations Act

This requirement is being met through the holding of this General Meeting in which the Company is seeking shareholder approval for the capital return. As an ordinary resolution, the Resolution will be passed if at least 50% of the votes cast in person or by proxy by Shareholders at the meeting who are entitled to vote on the Resolution are cast in favour of the Resolution.

The Directors are of the view that, subject to Shareholders approving the Resolution, the Return of Capital meets the requirements of section 256B(1) of the Corporations Act and, as such, that the Company is permitted to undertake the Return of Capital for the purposes of that section.

The Return of Capital does not require approval of Shareholders under the Listing Rules. The Company has consulted with the ASX in relation to the reorganisation of its capital represented by the Return of Capital as required by the Listing Rules.

4. EFFECT OF THE RETURN OF CAPITAL

(a) Effect on capital structure

The Company has the following shares on issue as at the date of the Notice of Meeting:

Class of shares Number of shares Ordinary shares 26,129,352 PM Shares 870,000

All ordinary shares in the Company are fully paid.

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After the Return of Capital, Hunter Hall’s share capital will be reduced by $5.2 million (subject to rounding).

No shares will be cancelled as a result of the Return of Capital. Accordingly, the number of shares held by each shareholder will not change as a consequence of the Return of Capital. The Return of Capital will have no effect on the number of Shares or PM Shares on issue.

(b) Effect on creditors

Having regard to the Company’s current, anticipated and contingent financial requirements, the Directors have assessed that the Return of Capital will not adversely impact the rights of the Company’s creditors or the ability of the Company to pay its debts as and when they fall due.

(c) Effect on Shareholders

If the Resolution is approved, the Return of Capital will:

• (i) result in an equal return of capital being made on a pro rata basis to all Shareholders;

• (ii) enable an amount equal to $0.20 per Share ($5.2 million in aggregate) to be paid to Shareholders holding Shares on the Record Date, with payment expected to be made in accordance with the indicative timetable set out above; and

• (iii) not affect the number of Shares held by each Shareholder.

(d) Impact on growth strategies

In light of the Company’s financial position and its capacity to raise additional finance if required in the future, in the opinion of the Board, the Return of Capital will not impact the Company’s ability to fund new investment opportunities.

In determining the amount of capital to be returned, the Directors have allowed for capital and cashflow required to fund the establishment of two new investment trusts at $1 million each.

(e) Share price impact

If the Return of Capital is approved by Shareholders and implemented, HHL shares may trade at a lower share price following ‘Ex Date’ for the Return of Capital, to reflect the outflow of funds to Shareholders.

(f) Impact on consolidated financial position of HHL

A post capital return pro forma Consolidated Statement of Financial Position is set out below to demonstrate the financial position of the Company post the payment of capital.

The pro forma Consolidated Statement of Financial Position has been derived from the reviewed interim financial report of the Company for the half year to 31 December 2010, and reflects the position if the capital return had been completed on that date, post the repayment of the loan with ANZ bank, the payment of an interim fully franked dividend, and seed capital for two new investment trusts.

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Consolidated Statement of Financial Position	Pro- Forma 31 December 2010	Reviewed 31 December 2010
	$'000	$'000
Current assets
Cash and cash equivalents	9,556	24,036
Trade and other receivables	3,968	3,968
Financial assets	209	209
Current tax receivable	-	-
Other current assets	442	442
Total current assets	14,175	28,655
Non-current assets
Financial assets	24,316	24,316
Property, plant and equipment	240	240
Deferred tax assets	1,453	1,453
Intangible assets	346	346
Total non-current assets	26,355	26,355
Total assets	40,530	55,010
Current liabilities
Trade and other payables	3,366	3,366
Current tax liabilities	390	407
Short term provisions	363	363
Short term borrowings	-	3,000
Financial liabilities	-	-
Total current liabilities	4,119	7,136
Non-current liabilities
Long term provisions	506	506
Long term borrowings	-	-
Deferred tax liabilities	234	234
Other non current liabilities	270	270
Total non-current liabilities	1,010	1,010
Total liabilities	5,129	8,146
Net Assets	35,401	46,864
Equity
Issued capital	15,513	20,737
Reserves	(1,588)	(1,588)
Retained earnings	3,718	9,957
Parent entity interest	17,644	29,106
Non controlling interest	17,758	17,758
Total equity	35,401	46,864

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Reconciliation of Movement in Net Assets
Net Assets as at 31 December 2010 Capital Return and Associated Costs: Return of capital to shareholders Estimated costs of capital return Estimated tax effect Other movements: Payment of interim fully franked dividend Repayment of $3m loan Redemption of IEF investment Seed capital for two new funds Pro Forma Net Assets as at 31 December 2010	$’000
	46,864
	(5,224) (56) 17
	(5,263)
	(6,200) - 2,000 (2,000)
	(6,200)
	35,401

The Company’s financial report for the half year to 31 December 2010 has been reviewed in accordance with the Auditing Standard on Review Engagements ASRE 2410 , and the review report issued by the Company auditors, Grant Thornton, was unqualified.

The pro forma Consolidated Statement of Financial Position has been prepared in accordance with the measurement and recognition requirements of Australian Accounting Standards.

The pro forma Statement of Financial Position is presented in abbreviated form and does not contain all the disclosure notes that would ordinarily apply for an annual report.

On a pro forma basis the Company, post payment of the capital return and associated costs, will have net cash of $9.6 million and net assets of $35.4 million. This net asset position includes provisions for the repayment of the loan with ANZ bank ($3million), the payment of an interim fully franked dividend ($6.2 million), and seed capital for two new investment trusts ($2 million). No estimate and no pro forma adjustment has been made for the take up by Shareholders of the dividend reinvestment scheme on the $6.2 million interim dividend payment.

(g) Impact on dividend policy

It is the intention of the Board to maintain its current policy of paying out net profit after tax up to the amount of franking credits available each year. The Board recently declared an interim fully franked dividend of 23.8 cents per share for the half year to 31 December 2010.

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(h) Impact on Employee Option and Share Plans

(i) Employee Option Plan

The Company has 1,282,500 unquoted options on issue ( Options ). The Options have been issued at various exercise prices to participants in the Company Employee Option Plan. Other than the Options, there are no options which have been issued by the Company.

The rules of the Company Employee Option Plan set out the following mechanism in the event of a capital return by the Company:

“ in the event of a return of capital, the number of Options must remain the same and the Exercise Price of each Option must be reduced by the same amount as the amount returned in relation to each Share ”.

Accordingly, the exercise price of the current Options on issue will be reduced by the amount of the capital return per Share. The table below sets out the current Options on issue and the new exercise prices that will apply if the proposed Return of Capital is approved by Shareholders.

Number of Options	Current exerciseprice	Exercise price post proposed Return of Capital
548,500	$5.15	$4.95
60,000	$5.80	$5.60
40,000	$6.50	$6.30
24,800	$6.85	$6.65
100,000	$8.00	$7.80
24,000	$9.00	$8.80
40,000	$11.00	$10.80
289,200	$13.00	$12.80
72,000	$15.00	$14.80
84,000	$15.50	$15.30

The reduction to the exercise price of the Options on issue would be made on and from the date of payment to Shareholders under the Return of Capital.

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If the Resolution is passed:

• holders of Options may elect to exercise the whole or a portion of their Options prior to the Ex Date (subject to the terms of issue of those Options), in which case:

• the exercise price of the Options so exercised would remain unchanged; and

• an option holder who elects to convert some or all of their Options into Shares on or before the Ex Date would be expected to be entered into the Company’s share register by the Record Date and therefore be entitled to participate in the Return of Capital in respect of those Shares into which their Options have been converted and which are held by them as at the Record Date;

• holders of Options who do nothing and do not exercise their Options Prior to the Ex Date:

• will have the exercise price in respect of their Options reduced by an amount equal to the amount per Share returned to Shareholders (as specified in the table above);

• may, following the Return of Capital being made, exercise those Options at the reduced exercise price (subject to the terms of issue of those Options); and

• will not be eligible to participate in the Return of Capital for any Options held by them.

The Company will continue to have 1,282,500 Options on issue (assuming none of the Options are exercised).

(ii) Employee Share Plan

Shares issued under the Employee Share Plan rank equally with all other existing ordinary Shares of the Company, and will therefore qualify to participate in the proposed capital return.

Since the inception of the Employee Share Plan in March 2007, the Company has purchased 18,518 shares on market for employees participating in the Plan, at a cost of $162,320.97.

(iii) Portfolio Manager Share Plan

Hunter Hall International Limited operates a Portfolio Manager Share Plan. The Portfolio Manager Share Plan was designed to assist in retaining and providing appropriate incentives for key personnel and to recognise the contribution of senior managers and directors to the growth and continued profitability of the Company.

Under the Portfolio Manager Share Plan, key executives and directors were issued with partly paid PM Shares that are convertible to ordinary shares in the Company subject to repaying a loan and meeting predetermined hurdles.

The Directors participating in the Portfolio Manager Share Plan, and the number of ordinary shares and PM Shares in which they have an interest (directly or indirectly) as at the date of the Notice of General Meeting, are set out in the table below.

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Director	Number of Ord Shares	Number of PM Shares	Unpaid Amount $ ($5.70 per PM Share)	Unpaid Amount post Capital Return $ ($5.50 per PM Share)
David Buckland	200,000	360,000	2,052,000	1,980,000
Jack Lowenstein	492,195	270,000	1,539,000	1,485,000
James McDonald	330,000	240,000	1,368,000	1,320,000

Clause 8.1 of the Portfolio Manager Share Plan provides that, subject to the Listing Rules, participants in the Portfolio Manager Share Plan, as owners of PM Shares “may participate in a Reorganisation on terms no more favourable than to holders of fully paid ordinary Shares, but must not receive a benefit that holders of Fully Paid Ordinary Shares do not receive”. ‘Reorganisation’ under the Portfolio Manager Share Plan is defined to include a reduction of capital.

Relevantly, Listing Rule 7.21 provides that an entity which has convertible securities (except options) on issue may only reorganise its capital if, in respect of the convertible securities, the number of securities or the conversion price, or both, is reorganised so that the holder of the convertible securities will not receive a benefit that holders of ordinary securities do not receive.

The proposed Return of Capital will decrease the capital underlying any ordinary shares ultimately received under the Portfolio Manager Share Plan.

Accordingly, the Directors have determined that an equitable way to counter this diminution in value of the ordinary shares underlying the PM Shares and to ensure that the PM Shareholders will not be disadvantaged relative to ordinary shareholders, is to allow the PM Shareholders to participate on the same basis as the reorganisation being carried out under the Return of Capital such that the amount to be payable by PM Shareholders for PM Shares held on the Record Date under Rule 2.3(b) of the Portfolio Manager Share Plan be reduced by $0.20 per PM Share (or such lesser amount that may be outstanding).

Relevantly, Rule 2.3(b) of the Portfolio Manager Share Plan provides that the PM Shareholder must pay 94% of the consideration for its PM Shares in accordance with a loan from the Company to the PM Shareholder under the terms of the Portfolio Manager Share Plan.

The Directors have determined that the participation of PM Shareholders in the Return of Capital on the proposed basis complies with Clause 8.1 of the Portfolio Manager Share Plan and Listing Rule 7.21 as the PM Shareholders will be participating in the Return of Capital on terms no more favourable than to holders of Shares and will not receive a benefit that holders of Shares do not receive.

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5. TAX IMPLICATIONS

(a) Tax Implications for the Company

No adverse tax consequences are expected to arise for the Company as a result of the capital return.

(b) Tax Implications for HHL Shareholder

The information provided in this section is general in nature. Taxation implications will depend on the circumstances of each shareholder, accordingly shareholders are encouraged to seek their own professional advice in relation to their tax position.

Neither the Company nor any of its officers, employees or advisers assumes liability or responsibility for advising shareholders about the tax consequences for them from the proposed capital return.

Hunter Hall has received the following advice from Deloitte Touche Tohmatsu on tax treatment to shareholders of the return of capital:

(i) Capital return

Where the return of capital payment per share is not more than the cost base of the HHL share at the time of the payment, the cost base and reduced cost base of the share is reduced by the amount of the return of capital payment.

A HHL shareholder makes a capital gain if the return of capital payment is more than the cost base of the HHL share. The amount of the capital gain is equal to the excess.

If a HHL shareholder makes a capital gain, the cost base and reduced cost base of the share are subsequently reduced to nil. A HHL shareholder cannot make a capital loss when CGT event G1 happens (section 104-135 of the ITAA 1997).

A CGT event G1 will happen when HHL pays the return of capital in respect of a share that a HHL shareholder owned at the record date and continued to own at the payment date as the payment is not a dividend.

If the HHL share to which the payment relates was acquired by a HHL shareholder at least 12 months before the payment of the return of capital, a capital gain from CGT event G1 will qualify as a discount capital gain provided the other conditions are satisfied.

(ii) Foreign resident shareholders

A foreign resident shareholder can disregard a capital gain from a CGT event if the CGT asset is not ‘taxable Australian property’. Shares in HHL should not be considered to be ‘taxable Australian property’ as HHL does not hold (directly or indirectly) any interests in real property located in Australia.

Consequently, any capital gain made directly by a non-resident shareholder as a result of a CGT event G1 should be disregarded.

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6. DIRECTOR’S RECOMMENDATION

HHL Directors unanimously recommended that Shareholders vote in favour of the proposed Return of Capital. Each Director intends to vote in favour of the proposed Return of Capital.

7. DIRECTOR’S INTERESTS

The number of Shares in which each Director has an interest (directly or indirectly) as at the date of the Notice of General Meeting is set out in the table below.

Director	Number of ordinary Shares	Number of PM Shares	Number of Options
Peter Hall	11,952,270	-	-
David Buckland	200,000	360,000	117,000
Jack Lowenstein	492,195	270,000	62,000
James McDonald	330,000	240,000	230,000
Wayne Hawkins	48,000	-	-
Suzanne Daniel	50,000	-	-
Mark Forstmann	20,215	-	-

8. NO OTHER MATERIAL INFORMATION

Other than as set out in this document, the Directors are not aware of any other information which may reasonably be expected to be material to the making of a decision by HHL Shareholders whether or not to vote in favour of the Resolution.

9. LODGEMENT

In accordance with section 256C(5) of the Corporations Act, copies of the accompanying Notice of General Meeting, Explanatory Memorandum and proxy form have been lodged with ASIC.

As required by the Listing Rules, the Company has consulted with ASX regarding the reorganisation of its capital described in this Notice of General Meeting and Explanatory Memorandum. A copy of this Notice of General Meeting and Explanatory Memorandum has also been provided to ASX in accordance with Listing Rules 3.17 and 15.1.

Neither ASIC nor ASX nor any of their respective officers takes any responsibility for the contents of this Notice of General Meeting and Explanatory Memorandum.

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Lodge your proxy:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 HHL MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online, 24 hours a day, 7 days a week:

www.investorvote.com.au

Cast your proxy vote

Review and update your securityholding

Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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For your vote to be effective it must be received by 10.00am (Sydney time), Wednesday 13 April 2011

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

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916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Hunter Hall International Limited hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 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 General Meeting of Hunter Hall International Limited to be held at the Offices of Computershare Investor Services Pty Limited, Level 4, 60 Carrington St, Sydney NSW 2000 on Friday, 15 April 2011at 10.00am and at any adjournment of that meeting.

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Items of Business

Special Business

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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To approve return of capital to Shareholders

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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