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Corum Group Limited

ABN 25 000 091 305

Notice of Annual General Meeting and Explanatory Memorandum

Date: 21 November 2012 Time: 9.00am Place: Composite Meeting Room SMC Conference and Function Centre 66 Goulburn St, SYDNEY NSW 2000

Chairman’s Letter to Shareholders

27 September 2012

Dear Shareholder(s)

After another successful financial performance it is with pleasure that your Company invites you to attend the forthcoming Shareholders’ Annual General Meeting. Enclosed is your Notice for the Annual General Meeting of Corum Group Limited. The Meeting will be held on 21 November 2012 at the Composite Meeting Room, SMC Conference and Function Centre located at 66 Goulburn Street Sydney NSW 2000. The Meeting will commence at 9.00am.

The items of ordinary business include motions to receive and consider the Financial Report and the Directors’ Remuneration Report, and the re-election of all Non-executive Directors including myself and Michael Cleary.

Furthermore, Directors are putting forward for Shareholders’ consideration and approval the implementation of the Corum Group Performance Rights Plan ( “Plan” ), the allocation of performance rights to Directors for the years 2012 and 2013, the payment of potential termination benefits to the Managing Director in accordance with the Managing Director’s three year fixed term employment agreement and an increase in the maximum aggregate amount available for payment by way of remuneration to Nonexecutive Directors.

You are encouraged to attend the Meeting in person. However, if you are unable to do so, then kindly complete the enclosed proxy form and return it to our share registry by mail or fax.

If I or any of my fellow Directors is appointed as a proxy we will, of course, vote in accordance with any instructions given to us. If, as the Meeting’s Chairman, I am given discretion as to how to vote, I will vote in favour of each of the items of business to be considered, except for Resolutions 1, 4, 5, 6, 7, 8, 9, 10, 11 and 12 where I will only vote in favour of the relevant Resolution if you have marked the Chairman’s voting box, which will be considered as an express direction from you that I vote in favour of the Resolution.

I sincerely hope that you will be able to join us at the Meeting and take advantage of the opportunity to meet and speak with Directors.

Yours sincerely

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Michael Shehadie Chairman

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Notice of Annual General Meetin g

Notice is given that the Annual General Meeting of Shareholders of Corum Group Limited (“ Corum ” or “ Company ”) will be held in the Composite Meeting Room, SMC Conference and Function Centre, 66 Goulburn Street, SYDNEY NSW 2000 commencing at 9.00am on Wednesday 21 November 2012.

The accompanying Explanatory Memorandum and proxy form provide additional information relating to the matters to be considered at the Meeting, and form part of this Notice. We refer Shareholders to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice and the Explanatory Memorandum.

Agenda

A. General Business

Annual Report 2012

To receive and consider the Directors’ Report, the Auditor’s Report, and the Financial Statements in respect of the year ended 30 June 2012.

The Company’s Financial Report, Directors’ Report and Auditor’s Report contained in the Report to Shareholders are placed before the Meeting giving Shareholders an opportunity to discuss those documents and to ask questions, though there is no requirement that Shareholders approve these reports. The auditor will be attending the Annual General Meeting and will be available to answer any questions relevant to the conduct of the audit and the preparation and content of the Auditor’s Report.

B. Ordinary Resolutions

1. Adopt the Remuneration Report

To consider and, if thought fit, to pass the following Resolution as a non-binding resolution:

“That the Remuneration Report for the year ended 30 June 2012 be adopted.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.

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2. Re-election of Hon Michael Cleary A.O. as a Director

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

“That, for the purpose of clause 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Hon Michael Cleary A.O., a Director who was appointed to fill a casual vacancy on 9 January 2012 retires, and being eligible, is re-elected as a Director.”

3. Re-election of Mr Michael John Shehadie as a Director

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

“That, for the purpose of clause 13.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Michael John Shehadie, a Director appointed on 6 April 2005, retires and, being eligible, is re-elected as a Director.”

4. Approval of the Corum Group Performance Rights Plan:

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

“That, for the purpose of Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the establishment of an employee incentive plan, to be called the Corum Group Performance Rights Plan (“ Plan ”) for the provision of incentives to eligible employees and officers of the Corum Group and other persons as determined by the Board (“ Participants ”), on the terms summarised in the Explanatory Memorandum.

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5. Grant of performance rights to the Non-executive Chairman, Mr Michael Shehadie, 2012 Invitation:

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

“That, subject to Resolution 4 being passed, and for the purpose of Listing Rule 10.14 and for all other purposes, approval is given for:

a) Mr Shehadie to participate in the Plan with 1,380,066 Performance Rights being issued to him in the 2013 financial year under the terms and conditions of the 2012 Invitation ; and
b) the acquisition by Mr Shehadie of those Performance Rights and, in consequence of the vesting of those Performance Rights, Shares,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Memorandum.”

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6. Grant of performance rights to the Managing Director, Mr Geoffrey Broomhead, 2012 Invitation:

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

“That, subject to Resolution 4 being passed, and for the purpose of Listing Rule 10.14 and for all other purposes, approval is given for:

a) Mr Broomhead to participate in the Plan with 4,463,308 Performance Rights being issued to him in the 2013 financial year under the terms and conditions of the 2012 Invitation ; and
b) the acquisition by Mr Broomhead of those Performance Rights and, in consequence of the vesting of those Performance Rights, Shares,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Memorandum.”

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7. Grant of performance rights to the Non-executive Director, Mr Michael Cleary, 2012 Invitation:

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

“That, subject to Resolution 4 being passed, and for the purpose of Listing Rule 10.14 and for all other purposes, approval is given for:

a) Mr Cleary to participate in the Plan with 492,881 Performance Rights being issued to him in the 2013 financial year under the terms and conditions of the 2012 Invitation ; and
b) the acquisition by Mr Cleary of those Performance Rights and, in consequence of the vesting of those Performance Rights, Shares,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Memorandum.”

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8. Grant of performance rights to the Non-executive Chairman, Mr Michael Shehadie, 2013 Invitation:

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

“That, subject to Resolution 4 being passed, and for the purpose of Listing Rule 10.14 and for all other purposes, approval is given for:

a) Mr Shehadie to participate in the Plan with up to 1,380,066 Performance Rights being issued to him in July2013 under the terms and conditions of the 2013 Invitation ; and
b) the acquisition by Mr Shehadie of those Performance Rights and, in consequence of the vesting of those Performance Rights, Shares,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Memorandum.”

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9. Grant of performance rights to the Managing Director, Mr Geoffrey Broomhead, 2013 Invitation:

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

“That, subject to Resolution 4 being passed, and for the purpose of Listing Rule 10.14 and for all other purposes, approval is given for:

a) Mr Broomhead to participate in the Plan with up to 5,038,335 Performance Rights being issued to him in July 2013 under the terms and conditions of the 2013 Invitation ; and
b) the acquisition by Mr Broomhead of those Performance Rights and, in consequence of the vesting of those Performance Rights, Shares,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Memorandum.”

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10. Grant of performance rights to the Non-executive Director, Mr Michael Cleary 2013 Invitation:

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

“That, subject to Resolution 4 being passed, and for the purpose of Listing Rule 10.14 and for all other purposes, approval is given for:

a) Mr Cleary to participate in the Plan with up to 985,761 Performance Rights being issued to him in July 2013 under the terms and conditions of the 2013 Invitation ; and
b) the acquisition by Mr Cleary of those Performance Rights and, in consequence of the vesting of those Performance Rights, Shares,

in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Memorandum.”

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11. Approval of Managing Director termination payment:

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

“That, for the purposes of Chapter 2D, Division 2 of the Corporations Act, Listing Rule 10.19 and for all other purposes, the Shareholders approve the payment by the Company to Mr Geoffrey Broomhead of the retirement benefit described in the Explanatory Memorandum, when and if Mr Broomhead becomes entitled to receive that benefit.”

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12. Non-executive Directors’ Remuneration:

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

“That the maximum aggregate amount available for payment by way of remuneration to Non-executive Directors of the Company in any financial year be increased from $400,000 to $800,000.”

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Voting exclusion statements

Resolution 1

The Company will disregard any votes cast on Resolution 1 by KMP or their Closely Related Parties. However, the Company need not disregard a vote on Resolution 1 if:

a) it is cast by a person as a 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 the person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4

The Company will disregard any votes cast on Resolution 4 by:

a) a Director entitled to participate in any employee incentive scheme; and
b) an associate of those persons.

The Company will also disregard any undirected proxy votes cast on Resolution 4 by a member of KMP or their Closely Related Parties.

However, the Company need not disregard a vote on Resolution 4 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.

Resolutions 5 - 10

The Company will disregard any votes cast on Resolutions 5 - 10 by:

a) a Director entitled to participate in any employee incentive scheme and, if ASX has expressed an opinion under rule 10.14.3 that approval is required for participating in an employee incentive scheme by anyone else, that person;
b) an associate of those persons; and
c) a member of KMP or their Closely Related Parties as an undirected proxy.

However, the Company need not disregard a vote cast on Resolutions 5 - 10 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.

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Resolution 11

The Company will disregard any votes cast on Resolution 11 by:

a) Mr Geoffrey Broomhead and any other officer of the Corum Group who is, or may be, entitled to receive a termination benefit; and
b) an associate of those persons.

The Company will also disregard any undirected proxy votes cast on Resolution 11 by a member of KMP or their Closely Related Parties.

However, the Company need not disregard a vote on Resolution 11 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.

Resolution 12

The Company will disregard any votes cast on Resolution 12 by:

a) a Director; or
b) an associate of a Director; and
c) a member of KMP or their Closely Related Parties as an undirected proxy.

However, the Company need not disregard a vote cast on Resolution 12 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.

By order of the Board

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George Nicolaou Company Secretary Corum Group Limited

Dated: 27 September 2012

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Voting and Proxies

Voting

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that Shareholders recorded on the Company’s register at 7.00pm (Sydney time) on 19 November 2012 (“ Record Date ”), will be entitled to attend and vote at the Meeting. If you are not a registered Shareholder on the Record Date, you will not be entitled to attend and vote at the Meeting.

If you cannot attend the Meeting in person, we encourage you to sign and return the accompanying proxy form in accordance with the instructions set out below and those set out on the proxy form.

Proxies

A Shareholder who is entitled to attend and vote at the Annual General Meeting may appoint up to two proxies to attend and vote on behalf of that Shareholder.

If a Shareholder appoints two proxies, the appointment of the proxies must specify the proportion or the number of that Shareholder's votes that each proxy may exercise. If the appointment does not so specify, each proxy may exercise half of the Shareholder’s votes.

Where a Shareholder appoints more than one proxy, only the first named proxy is entitled to vote on a show of hands.

A proxy need not be a Shareholder.

A proxy may decide whether to vote on any Resolution, 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 a Resolution, the proxy may vote on that Resolution only in accordance with the direction. If a proxy is not directed how to vote on a Resolution, the proxy may vote as he or she thinks fit (unless the proxy is the Chairperson, in which case the Chairperson will vote in favour of the Resolution, subject to the qualifications set out below).

Appointing a member of KMP

A Shareholder wishing to appoint a member of KMP or a Closely Related Party of any member of KMP as proxy should note that the KMP or Closely Related Party will not be able to vote undirected proxies on Resolutions 1, 4, 5, 6, 7, 8, 9, 10, 11 and 12. That is, the Shareholder must direct them how to vote by marking the boxes on the proxy form for Resolutions 1, 4, 5, 6, 7, 8, 9, 10, 11 and 12, otherwise that Shareholder’s vote will not be counted for the purposes of that Resolution.

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Appointing the Chairperson

If the Shareholder appoints the Chairperson of the Meeting as proxy, the Shareholder can direct the Chairperson how to vote by either marking the relevant boxes on the proxy form (ie. ‘for’, ‘against’ or ‘abstain’) or by marking the Chairperson’s voting direction box on the proxy form (which will be considered as an express direction to the Chairperson to vote in favour of each Resolution even though Resolutions 1, 4, 5, 6, 7, 8, 9, 10, 11 and 12 are connected directly with the remuneration of a member of KMP and/or even if the Chairperson has an interest in the outcome of the Resolution).

If no direction is provided and the Chairperson’s voting box is not marked (or if the direction is to ‘abstain’) the Chairperson will not be able to cast the Shareholder’s votes on Resolutions 1, 4, 5, 6, 7, 8, 9, 10, 11 and 12 and those votes will not be counted in calculating the required majority on a poll.

With respect to Resolutions 2 and 3, if a Shareholder appoints the Chairperson as the Shareholder’s proxy and does not specify how the Chairperson is to vote on a Resolution, the Chairperson will vote the Shareholder’s Shares in favour of that Resolution on a poll.

Returning proxies and authorising documents

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 9.00am (Sydney time) on 19 November 2012.

Proxies may be only lodged with the Company’s share registry:

(a) by mail or delivery to:
Computershare Investor Services Pty Limited
GPO Box 242
MELBOURNE VIC 3001
(b) by facsimile: (within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555

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Directed Proxies

The Corporations Act sets out how a proxy must vote directed proxies. If a proxy form specifies the way a proxy is to vote on a resolution, then:

a proxy need not vote on a show of hands, but if the proxy does vote, the proxy must vote as directed;
if a proxy is appointed by two or more Shareholders who specify different ways to vote on a resolution, the proxy must not vote on a show of hands;
if the proxy is the Chairperson, the proxy must vote as directed on a poll;
if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does vote, the proxy must vote as directed; and
if the proxy is not the Chairperson and does not attend the Annual General Meeting or does not vote on a Resolution, but the proxy form specifies how to vote and a poll is demanded, then the Chairperson is taken to have been appointed as the proxy and must vote as directed.

Power of Attorney

A Shareholder’s attorney may sign the Shareholder’s proxy form on behalf of the Shareholder. By signing the proxy form, the Shareholder’s attorney confirms that the authority under which he or she executed the proxy form has not been revoked.

If the Shareholder’s attorney signs the proxy form, then the attorney must, when it sends the proxy form to the Company, also send the authority (or a certified copy of the authority) under which the proxy form was signed. Each of the proxy form and authority must be received at least forty eight (48) hours before the Annual General Meeting.

Bodies Corporate

Proxies given by corporate Shareholders must be executed in accordance with their constitutions, or signed by two directors, a director and the company secretary, a duly authorised officer or attorney.

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the Annual General Meeting. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise on behalf of the appointing body all of the powers that the appointing body could exercise at the Annual General Meeting or in voting on a resolution.

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Ex lanator Memorandum p y

IMPORTANT NOTICE

This Explanatory Memorandum is dated 27 September 2012.

This Explanatory Memorandum is an explanation of, and contains information about, the Resolutions to be considered at the Annual General Meeting, which are set out in the accompanying Notice.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the Resolutions. The Directors recommend that Shareholders read this Explanatory Memorandum in full before determining whether or not to support the Resolutions. This Explanatory Memorandum forms part of the accompanying Notice and should be read together with the Notice.

If you are in doubt about what to do in relation to the Resolutions contemplated in this Explanatory Memorandum, you should consult your financial or other professional advisor.

Capitalised terms used in this Explanatory Memorandum have the meaning given to them in the Glossary.

Forward Looking Statements

Certain statements in this Explanatory Memorandum relate to the future. These statements reflect the views held by the Board as at the date of this Explanatory Memorandum.

While the Company believes that the expectations reflected in the forward looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Memorandum will actually occur.

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Ordinary Resolutions

1. Adopt the Remuneration Report

The Remuneration Report of the Company for the period ended 30 June 2012 is set out on pages 8 to 14 of the Report to Shareholders. It is also available on the Company’s website at: www.corumgroup.com.au

The Remuneration Report:

describes the policies behind, and the structure of, the remuneration arrangements of the Company; and
sets out the remuneration arrangements in place for Directors and other members of KMP.

Section 250R(2) of the Corporations Act requires the Company to put a resolution to the Annual General Meeting that the Remuneration Report be adopted. The outcome of the vote on Resolution 1 is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

At the Meeting, the Chairperson must allow a reasonable opportunity for Shareholders to ask questions about and make comments on the Remuneration Report as well as the remuneration policies of the Company generally.

Pursuant to the Corporations Act:

the Company is required to disregard any votes cast on Resolution 1 by any member of KMP and their Closely Related Parties, except where the member of KMP or their Closely Related Parties are voting in accordance with a directed proxy; and
a ‘two-strike’ process in relation to the advisory and non-binding vote on the Remuneration Report has been introduced. Under the ‘two-strike’ process, if, at two consecutive annual general meetings, at least 25% of the votes cast on a resolution in relation to the adoption of the Company’s remuneration report are against the adoption of the relevant remuneration report, at the second of these annual general meetings, the Company must put to the vote a resolution that another general meeting be held within 90 days (of the date of the second annual general meeting) at which all of the Directors, who were Directors when the 25% ‘no’ vote was passed at the second annual general meeting, must stand for re-election.

The Company’s 2011 remuneration report did not receive a ‘strike’ at the Company’s 2011 Annual General Meeting.

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2. Re-election of Hon Michael Cleary A.O. as a Director

Pursuant to clause 13.4 of the Constitution, the Directors may at any time appoint a person to be a director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election in accordance with clause 13.4 of the Constitution. Listing Rule 14.4 also states that a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the company.

The Hon Michael Cleary A.O. was appointed as a Director on 9 January 2012 and retires in accordance with the Constitution and the Listing Rules and, being eligible for re-election, offers himself for re-election at the Meeting.

Mr Cleary is a well known former Australian triple international sports representative and a former Minister of the NSW Government and possesses exceptional marketing, merchandising and advertising expertise gained over a number of years within the retail and hospitality industries.

Mr Cleary has no current directorships or former directorships in the last three years with other listed entities.

Board Recommendation: The Board (excluding Mr Cleary because of his interest) recommends that Shareholders vote in favour of Resolution 2.

3. Re-election of Mr Michael John Shehadie as a Director

Clause 13.2 of the Constitution of the Company requires that one third of the Directors retire by rotation at the annual general meeting of the Company.

Listing Rule 14.4 states that a Director must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or three years, whichever is longer.

Michael Shehadie is a solicitor of over 35 years’ standing and has been Chairman of the Company since 2005.

Michael Shehadie retires in accordance with the Constitution and the Listing Rules and, being eligible for re-election, offers himself for re-election at the Meeting.

The Chairperson of the Meeting intends to vote all available proxies in favour of this resolution.

Board Recommendation: The Directors (other than Michael Shehadie) recommend that Shareholders vote in favour of Resolution 3.

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4. Approval of the Corum Group Performance Rights Plan

Resolution 4 seeks Shareholder approval of a new employee incentive plan, being the Corum Group Performance Rights Plan (“ Plan ”).

The aim of the Plan is to align long term incentives for senior executives with the delivery of key performance measures. In particular, the Plan aims to simplify long term incentives and to make them more effective and clearly aligned with the Company and Shareholders’ objectives.

The Plan allows the Company to grant Performance Rights to Participants. A Performance Right is a right to acquire a Share (being a “ Plan Share ”), subject to the satisfaction of certain conditions which will be set out in each invitation to acquire Performance Rights.

To facilitate and manage the issue of Performance Rights under the Plan, and the subsequent issue of Plan Shares on exercise of Performance Rights, the Company has established the Corum Group Employee Share Scheme Trust (“ Trust ”).

A summary of the rules for the Plan (“ Plan Rules ”) is set out below. A grant of Plan Shares under the Plan is subject to both the Plan Rules and the terms of the trust deed (“ Trust Deed ”). The Trust Deed is annexed at Annexure A.

In the future, it is proposed that grants of Performance Rights under the Plan will be considered annually, following announcement of the Company’s full-year financial results. The Board will have discretion to make grants at other times including on the commencement of employment by a person deemed by the Board to be eligible to participate in the Plan. The terms of any future offers may vary. In accordance with Listing Rule 10.14, any future issues under the Plan to a Director will only be made if Shareholder approval is obtained.

Summary of Plan Rules

The following is a summary of the Plan Rules.

Overview

The Plan allows the Company to issue Performance Rights to Participants. On satisfaction of any performance and service conditions contained in the invitation to a Participant, Performance Rights will be converted into an equivalent number of Plan Shares to be held in the Trust.

Who is eligible to participate?

Participation in the Plan is by invitation only. Eligible participants include any full or part time employees and officers of the Corum Group and other persons invited by the Board from time to time to participate.

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Operation of the Plan

The Plan is designed to provide Participants with an increased incentive to make a contribution to the long term sustainable performance of the Corum Group.

The grant of Performance Rights entitles Participants to be granted an equivalent number of Plan Shares upon vesting.

Consideration for Performance Rights

There is no consideration payable by Participants for Performance Rights granted under the Plan.

Consideration for Plan Shares

As Plan Shares arise where Participants fulfil certain prescribed criteria, there is no conversion price or other consideration payable by Participants in respect of Plan Shares.

Performance or vesting conditions

The conditions upon which Performance Rights will convert into Plan Shares will be determined by the Board from time to time. Importantly, each Participant may be subject to different conditions which will be specified in the Participants’ invitation under the Plan. Conditions may include a mixture of service and performance conditions.

Vesting timeframes

If Performance Rights have not lapsed and the relevant conditions have been satisfied, Performance Rights will vest in accordance with the timeframes set out in each Participant’s invitation. This timeframe will usually be a minimum of three years.

Lapsing of Performance Rights

Performance Rights will lapse:

a) upon the cessation of employment by the Participant;
b) if the vesting conditions set down in the Participant’s invitation have not been met at the vesting date; or
c) the vesting conditions set down in the Participant’s invitation have not been met and the Board determines that the vesting conditions cannot be met by the vesting date.

Transfer of Performance Rights

A Participant is not entitled to assign, transfer, sell, encumber, hedge or otherwise deal with a Performance Right except in accordance with the Trust Deed and the Plan Rules.

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Rights attaching to Plan Shares acquired on exercise of the Performance Rights

Plan Shares acquired on exercise of the Performance Rights will rank pari passu with all existing Shares from the date of allocation and will be entitled in full to those dividends or other distributions which have a record date for determining entitlements after the date of issue.

Quotation of Performance Rights and Plan Shares acquired on exercise of the Performance Rights

Performance Rights granted under the Plan will not be quoted on the ASX. The Company will make an application to the ASX for official quotation of Plan Shares issued on Performance Rights becoming vested and being exercised.

Limitation on issue

The maximum number of Performance Rights which may be granted under the Plan must not exceed (assuming all outstanding Performance Rights were exercised), when aggregated with any Shares issued during the previous five years pursuant to any other employee share scheme operated by the Company, five percent (5%) of the total issued capital of the Company at the time of the grant of the Performance Rights, excluding unregulated offers.

Variation to the Plan Rules

The Board may alter the Plan Rules or their application in accordance with the Listing Rules and the Constitution and otherwise in accordance with the terms of the Plan Rules.

Other information

A copy of the Plan Rules or the Trust Deed may be requested from the Company Secretary.

No Performance Rights have been issued under the Plan at the date of this Notice.

Requirements for approval

Shareholder approval of the Plan is sought for all purposes under the Corporations Act and the Listing Rules.

Listing Rule 7.1

Listing Rule 7.1 limits the number of equity securities that the Company may issue without Shareholder approval to 15% of all equity securities on issue within any 12 month period.

Exception 9 of Listing Rule 7.2 provides that the 15% restriction in Listing Rule 7.1 will not apply to an issue of Performance Rights or Plan Shares issued on exercise of vested Performance Rights under the Plan where the issue of securities under the Plan has been approved by a resolution of Shareholders made during the previous three years.

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Resolution 4 provides for Shareholder approval for future issues of Plan Shares under the Plan for the purposes of Exception 9 of Listing Rule 7.2. Accordingly, if Resolution 4 is passed, any Shares issued under the Plan will be excluded from the calculation of the maximum number of new securities that can be issued by the Company in any 12 month period (currently 15% of securities previously on issue) for a period of three years from the date of this approval. This will give the Board the flexibility to issue Plan Shares on the terms set out in the Plan during the next three years.

5. – 7. Approval of the 2012 Invitation grant of Performance Rights to Directors

It is proposed that the Company grant Performance Rights under the Plan to the following Directors:

Director	Performance Rights
Michael Shehadie, Non-executive Chairman	1,380,066
Geoffrey Broomhead, Managing Director	4,463,308
Michael Cleary, Non-executive Director	492,881

The grant of the Performance Rights to each Director will be subject to the terms and conditions of the 2012 Invitation set out below.

Under Listing Rule 10.14, an issue of securities to a Director is required to be approved by Shareholders. This requirement does not apply in respect of securities purchased on-market.

The information set out below in respect of the Performance Rights proposed to be granted to the Directors is provided pursuant to Listing Rule 10.15.

Terms & Conditions of 2012 Invitation grant of Performance Rights

Maximum number of Shares

Each vested Performance Right, if any, will be converted to one Share on exercise. Accordingly, the maximum number of Shares that may be acquired by each Director is set out below:

set out below:
Director	Shares
Michael Shehadie	1,380,066
Geoffrey Broomhead	4,463,308
MichaelCleary	492,881

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The number of Performance Rights which will vest in accordance with the Plan Rules and the invitation is dependent on each Director’s continuous employment with the Company from the grant date to the relevant vesting date of each tranche of Performance Rights.

Tranche	Date	Mr Shehadie	Mr Broomhead	Mr Cleary
Tranche 1	15 July 2015	230,011	743,885	82,147
Tranche 2	15 August 2015	230,011	743,885	82,147
Tranche 3	15 September 2015	230,011	743,885	82,147
Tranche 4	15 October 2015	230,011	743,885	82,147
Tranche 5	15 November 2015	230,011	743,885	82,147
Tranche 6	15 December 2015	230,011	743,883	82,146
Total		1,380,066	4,463,308	492,881

There are no Performance Vesting Conditions attached to the 2012 Invitation .

If the vesting conditions are not met, the Performance Rights will automatically lapse.

Consideration

The grant of Performance Rights to the Directors forms part of each Director’s equitybased remuneration. As a consequence, the Performance Rights will be granted to each Director at no cost and no amount is payable on vesting of the Performance Rights.

The Performance Rights will be granted under, and subject to, the Plan Rules.

Performance Rights do not carry any dividend or voting rights prior to vesting.

Notional Dividend

Under the terms and conditions of the 2012 Invitation , the Board may, in its sole and absolute discretion, elect to pay each Director a notional dividend equal in gross value to any ordinary dividend declared on Shares. Any notional dividend determined would be paid to the relevant Director after deduction of PAYG deductions.

Assessed value of the grant of Performance Rights

The value of the grant of all Performance Rights proposed to be granted to the Directors has been assessed by applying a modified binomial valuation methodology, namely the Black Scholes Merton – European Call Option valuation methodology.

The value of each Director’s Performance Rights is set out below:

Director	Performance Rights	Value
Michael Shehadie	1,380,066	$195,141
Geoffrey Broomhead	4,463,308	$631,111
Michael Cleary	492,881	$69,693

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In determining the value of each Performance Right, the following inputs have been assumed:

Valuation Date: 31 August 2012 Current Share Price: $0.15 per share Performance Right Exercise Price: $0.0913 per share Risk Free Rate: 2.410% Standard Deviation: 89.28% Time to Maturity: 1,094 days Dividend Rate: 0.00% Black Scholes Merton – European Call Option Value: $0.1414

This value is based on variables determined as at the 31 August 2012 and is indicative only. The Company will prepare and report a valuation based on actual variables at the date of issue, if approved and granted.

Other remuneration entitlements

The Directors’ other remuneration entitlements for the 2012 financial year were as follows:

Director	Remuneration	Value of Performance Shares against Remuneration
Michael Shehadie	$126,000	154.9%
Geoffrey Broomhead	$407,500	154.9%
MichaelCleary	$45,000	154.9%

The proposed grant of Performance Rights represents a value equal to approximately 154.9% of each Director’s remuneration for the 2012 financial year.

Other securities held by Directors

The Directors currently own or have a beneficial interest in the following securities of the Company at the date of this Notice:

Director	Shares	Options
Michael Shehadie	Nil	2,000,000
Geoffrey Broomhead	27,500	5,000,000
Michael Cleary	Nil	Nil

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Change of control

In the event of a takeover or change in control of the Company, any unvested Performance Rights will vest automatically.

Performance Rights that vest following a change of control will not generally be subject to restrictions on dealings.

Termination of employment

If a Director ceases employment with the Company, unless the Board determines otherwise, the Performance Rights will automatically lapse.

Other Information

The Company will not apply to the ASX for official quotation of the Performance Rights granted under the Plan. Plan Shares issued pursuant to the vesting of Performance Rights will rank equally with Shares then on issue.
No previous grants of Performance Rights have been made under the Plan.
There is no loan scheme in relation to the Performance Rights.
Each of the Directors including Michael John Shehadie, Geoffrey Broomhead and Michael Arthur Cleary are entitled to participate in the Plan.
If Shareholder approval is obtained, it is anticipated that the Performance Rights will be granted to each Director shortly after the Meeting but in any event no later than 12 months after the date of the Meeting.
Each Director is prohibited from hedging the share price exposure in respect of the Performance Rights during the vesting period applicable to those Performance Rights.
If Shareholder approval is obtained, details of the Performance Rights granted to each Director will be provided in the Remuneration Report for the years ended 30 June 2013, 2014, 2015 and 2016.

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8. - 10. Approval of the 2013 Invitation grant of Performance Rights to Directors

It is proposed that the Company grant Performance Rights under the Plan to the following Directors:

following Directors:
Director	Performance Rights
Michael Shehadie, Non-executive Chairman	1,380,066
Geoffrey Broomhead, Managing Director	5,038,335
MichaelCleary,Non-executiveDirector	985,761

The grant of the Performance Rights to each Director will be subject to the terms and conditions of the 2013 Invitation .

Under the Listing Rule 10.14, an issue of securities to a Director is required to be approved by Shareholders. This requirement does not apply in respect of securities purchased on-market.

The information set out below in respect of the Performance Rights proposed to be granted to the Directors is provided pursuant to Listing Rule 10.15.

Terms & Conditions of 2013 Invitation grant of Performance Rights

Maximum number of Shares

Each vested Performance Right, if any, will be converted to one Share on exercise. Accordingly, the maximum number of Shares that may be acquired by each Director is set out below:

Director	Shares
Michael Shehadie	1,380,066
Geoffrey Broomhead	5,038,335
Michael Cleary	985,761

The number of Performance Rights which will vest in accordance with the Plan Rules and the invitation is dependant on the vesting conditions which can be summarised as follows:

Vesting Conditions

The number of Performance Rights which may vest and be automatically exercised is dependent on each Director meeting the relevant Service Condition set out below and the Corum Group Limited Operating Profit performance and increase in Market Capitalisation over the relevant Measurement Period.

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Performance: Corum Group Operating Profit after Tax

The number of Performance Rights which will vest subject to this Performance Condition will be the lower of:

on	dition will be the lower of:
a)	Director	Performance Rights
	Michael Shehadie	690,033
	Geoffrey Broomhead	2,519,168
	Michael Cleary	492,881

b) The number of Performance Rights calculated by:

Dividing 10% of the average of the Corum Group’s operating profit after tax for the three financial years FYE 2011, FYE 2012 and FYE 2013 by 0.0913 (the average VWAP of the Shares for the month of July 2012).

The Performance Rights which vest subject to this Vesting Condition will also need to meet the Service Condition in order to be automatically exercised.

The Measure Period for this Vesting Condition is the three financial years 2011, 2012 and 2013.

Performance: Corum Group Market Capitalisation

The number of Performance Rights which will vest subject to this Performance Condition will be the lower of:

on	dition will be the lower of:
a)	Director	Performance Rights
	Michael Shehadie	690,033
	Geoffrey Broomhead	2,519,168
	Michael Cleary	492,881

b) The number of Performance Rights calculated by:

Dividing 10% of the increase in the Corum Group’s Market Capitalisation (MCAP*) from 1 July 2012 to 30 June 2013 by 0.0913 (the average VWAP of the Shares for the month of July 2012).

*MCAP calculated as the closing Share price times the number of Shares on the relevant date.

The Performance Rights which vest subject to this hurdle will also need to meet the Service Condition in order to be exercised.

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Service

Continuous employment with the Company from grant date to the relevant vesting date for the proportion of Performance Rights that meet the above Performance Conditions to vest.

Date	Proportion	Mr Shehadie	Mr Broomhead	Mr Cleary
15 July 2016	1/6th	230,011	839,723	164,294
15 August 2016	1/6th	230,011	839,722	164,293
15 September 2016	1/6th	230,011	839,723	164,294
15 October 2016	1/6th	230,011	839,722	164,293
15 November 2016	1/6th	230,011	839,723	164,294
15 December 2016	1/6th	230,011	839,722	164,293
Total		1,380,066	5,038,335	985,761

If the vesting conditions are not met, the Performance Rights will automatically lapse, there will be no retesting.

Consideration

The Performance Rights will be granted under, and subject to, the Plan Rules.

Performance Rights do not carry any dividend or voting rights prior to vesting.

Notional Dividend

Under the terms and conditions of the 2013 Invitation , the Board may, in its sole and absolute discretion, elect to pay each Director a notional dividend equal in gross value to any ordinary dividend declared on Shares. Any notional dividend determined would be paid to the relevant Director after deduction of PAYG deductions.

Assessed value of the grant of Performance Rights

The value of each Director’s Performance Rights is set out below:

Director	Performance Rights	Value
Michael Shehadie	1,380,066	$195,141
Geoffrey Broomhead	5,038,335	$712,420
Michael Cleary	985,761	$139,386

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In determining the value of each Performance Right, the following inputs have been assumed:

Valuation Date:	31 August 2012
Current Share Price:	$0.15 per share
Performance Right Exercise Price:	$0.0913 per share
Risk Free Rate:	2.410%
Standard Deviation:	89.28%
Time to Maturity:	1,094 days
Dividend Rate:	0.00%
Black Scholes Merton – European Call Option Value:	$0.1414

Other remuneration entitlements

The Directors’ other remuneration entitlements for the 2013 financial year are as follows:

Director	Remuneration	Value of Performance Shares against Remuneration
Michael Shehadie	$126,000	154.9%
Geoffrey Broomhead	$460,000	154.9%
MichaelCleary	$90,000	154.9%

The proposed grant of Performance Rights represents a value equal to approximately 154.9% of each Director’s remuneration for the 2013 financial year.

Other securities held by Directors

The Directors currently own or have a beneficial interest in the following securities of the Company at the date of this Notice:

Director	Shares	Options
Michael Shehadie	Nil	2,000,000
Geoffrey Broomhead	27,500	5,000,000
Michael Cleary	Nil	Nil

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Change of control

In the event of a takeover or change in control of the Company, any unvested Performance Rights will vest automatically.

Performance Rights that vest following a change of control will not generally be subject to restrictions on dealings.

Termination of employment

If a Director ceases employment with the Company, unless the Board determines otherwise, the Performance Rights will automatically lapse.

Other Information

The Company will not apply to the ASX for official quotation of the Performance Rights granted under the Plan. Plan Shares issued pursuant to the vesting of Performance Rights will rank equally with Shares then on issue.
No previous grants of Performance Rights have been made under the Plan.
There is no loan scheme in relation to the Performance Rights.
Each of the Directors including Michael John Shehadie, Geoffrey Broomhead and Michael Arthur Cleary are entitled to participate in the Plan.
If Shareholder approval is obtained, it is anticipated that the Performance Rights will be granted to each Director in July 2013 but in any event not later than 12 months after the date of the Meeting.
Each Director is prohibited from hedging the share price exposure in respect of the Performance Rights during the vesting period applicable to those Performance Rights.
If Shareholder approval is obtained, details of the Performance Rights granted to each Director will be provided in the Remuneration Report for the years ended 30 June 2013, 2014, 2015, 2016 and 2017.

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11. Approval of termination payment to Mr Geoffrey Broomhead, Managing Director

The Company is seeking Shareholder approval in respect of termination payments to Mr Geoffrey Broomhead for the purposes of section 200B of the Corporations Act and Listing Rule 10.19.

Background and reasons for Resolution 11

Under section 200B of the Corporations Act, a corporation can only give a person who holds a “managerial or executive office” (as defined in the Corporations Act) a “benefit” (as defined in the Corporations Act) in connection with their retirement from that office or position of employment in the corporation or a “related body corporate” (again as defined in the Corporations Act), if it is approved by shareholders or one of the limited exemptions apply.

In 2009, the Corporations Act was amended in particular to:

reduce the maximum termination amount which executive directors may receive without shareholder approval to that director’s average annual base salary over the last three years;
increase the time period to which the Corporations Act applied to the three years before retirement of the relevant director; and
define “benefit” to include early vesting.

The Corporations Act defines “retirement” broadly to include loss of office, resignation and death.

Reasons for Shareholder approval

Non-executive Directors are mindful of the contribution provided to the Company by Mr Broomhead and believe that continuing to retain his services for a further period of three years would be advantageous to the Company. As such, the proposed Executive Services Agreement is for a fixed term of three years ( “Contract Term” ) and includes the provision for termination payments which would be payable to Mr Broomhead if the Board chooses, without cause or reason, to terminate Mr Broomhead’s Executive Services Agreement before the end of his three year term.

Listing Rule 10.19

Listing Rule 10.19 provides that without the approval of ordinary shareholders, an entity must ensure that no officer of the entity or any of its child entities will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that are or may become payable to all officers together exceed 5% of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules.

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200B of the Corporations Act

The Company is seeking Shareholder approval, for the purposes of section 200B(1) of the Corporations Act, in respect of the termination benefits that the Company proposes to provide to Mr Broomhead under the Plan and under his proposed Executive Services Agreement.

Value of the termination benefits – Executive Services Agreement

The termination benefits that may be given under the Executive Services Agreement include permitted dealings with Plan Shares issued to Mr Broomhead, following the termination by the Company of Mr Broomhead’s employment by written notice. Pursuant to the terms of the Executive Services Agreement, the Company must pay to Mr Broomhead the greater of the balance payable on the agreement (calculated on the basis of the remainder of the Contract Term) or 12 months’ notice in respect of any “without cause” termination. In addition, the Board may, acting reasonably, pay to Mr Broomhead a cash performance bonus in the event of the “without cause” termination of his employment.

The value of the termination benefits that the Board may give under the Executive Services Agreement may exceed 12 months of Mr Broomhead’s then current salary (plus any accrued leave entitlements). However, the value of the termination benefits given to Mr Broomhead under his Executive Services Agreement and the Plan will be capped at an amount equivalent to (but not exceeding) 4.99% of the value of the equity interests of the Company, as at the time in which the termination benefits are payable.

Notwithstanding that the termination benefits payable to Mr Broomhead are subject to such a cap, the value of the termination benefits which may be payable to Mr Broomhead together with those that may be payable to other officers of the Company may exceed 5% of the value of the equity interests of the Company. Accordingly, Shareholder approval is being sought under Listing Rule 10.19.

Value of the termination benefits – Corum Group Performance Rights Plan

The value of the termination benefits that the Board may give under the Plan cannot be determined in advance. This is because various matters will or are likely to affect that value. Specifically, the value of the particular benefit will depend on factors such as the Share price at the time of vesting, the number of Performance Rights that the Board decides to vest and Mr Broomhead’s length of service.

The termination benefits that may be given under the Plan include the early vesting of Performance Rights in certain circumstances of retirement from office. For example, if Mr Broomhead ceases to be employed by the Company due to redundancy, retirement, permanent incapacity, death or another reason with the approval of the Board, he may be deemed a “good leaver” in accordance with the Plan Rules.

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If Mr Broomhead becomes a “good leaver” in accordance with the Plan Rules and the Board determines to allow Mr Broomhead to exercise some of Mr Broomhead’s unvested Performance Rights, the Board intends to take into account all relevant factors, including:

a) Mr Broomhead’s duration of service; and
b) Mr Broomhead’s and the Company’s performance, including by reference to the performance conditions described in the Explanatory Memorandum approving any grant under the Plan,

in determining the number of Mr Broomhead’s unvested Performance Rights which will become available for exercise.

The Company would consider Mr Broomhead as a “good leaver” if and when he satisfied the terms of his Executive Services Agreement.

Therefore, the specific value of the termination benefits which may become payable under the Plan (if any) will depend on factors such as the Share price at the time of vesting, Mr Broomhead’s length of service and Mr Broomhead’s and the Company’s performance.

Board Recommendation: The Directors (other than Geoffrey Broomhead) recommend that Shareholders vote in favour of Resolution 11.

’ 12. Non-executive Directors Remuneration

Clause 13.7 of the Constitution provides that the total aggregate fixed sum per annum to be paid to the Non-executive Directors from time to time will not exceed the sum determined by the Shareholders in general meeting and the total aggregate fixed sum will be divided between the Non-executive Directors as the Directors determine and, in default of agreement between them, in equal shares.

Listing Rule 10.17 requires any increase to the limit on the total amount of directors’ fees that may be paid to Non-executive Directors to be approved by ordinary resolution of the company’s shareholders at general meeting.

The current maximum aggregate amount of Non-executive Director fees is $400,000 per annum, having been approved by Shareholders in 2009.

The Board wishes to increase the aggregate maximum amount of fees that may be paid to Non-executive Directors by $400,000 to $800,000 (including minimum superannuation contributions and equity based remuneration).

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The following annual fees are currently paid to Non-executive Directors:

a) Chairman - $ 120,000;

b) Non-executive Director - $80,000;
c) Committee Membership – additional $3,000; and
d) Committee Chairman – additional $5,000.

Total fees paid to Non-executive Directors for the 2011/12 financial year, as set out in the Remuneration Report were $213,500.

The Board considers that the grant of Performance Rights to Non-executive Directors under the Plan forms part of each Director’s equity based remuneration, and as a consequence should be accounted for as a component of the aggregate fixed sum per annum to be paid to Non-executive Directors.

The Board wishes to increase the current maximum aggregate amount of $400,000 to $800,000 as the current limit on Non-executive Directors’ fees may not allow the Board to:

a) account for the Performance Rights issued to Non-executive Directors, as a component of their Directors’ fees; or
b) appoint additional Non-executive Directors and provide equivalent cash and equity based remuneration to that which the present Non-executive Directors will receive,

assuming the relevant Resolutions with respect to the Plan and the issue of Performance Rights under it, as set out in the Notice, are approved by Shareholders.

Further, the Board wishes to ensure, by increasing the Non-executive Directors’ fees, that it can in the future, attract and appoint additional Board members with the appropriate mix of skills, personal qualities, expertise and diversity to complement the Company’s business.

The maximum aggregate amount approved by Shareholders acts as a cap on the total remuneration payable to all Non-executive Directors of the Company in any financial year. Actual remuneration paid is reported in the Remuneration Report each year.

Recommendations of the Board in respect of putting the Resolutions

Specifically, and pursuant to the Corporations Act, Directors have approved the proposal to put the Resolutions set out in the Notice to Shareholders and the provision of this Explanatory Memorandum.

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Glossary

In the Notice of Meeting and Explanatory Memorandum, unless the context otherwise requires:

2011 Annual General Meeting means the annual general meeting of the Company held on 28 September 2011.

Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange.

Board means the current board of directors of the Company.

Closely Related Party is defined in the Corporations Act and includes a spouse, dependent and certain other close family members, as well as any companies controlled by KMP.

Company means Corum Group Limited (ABN 25 000 091 305).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Corum Group means the Company and its related bodies corporate.

Directors mean the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Meeting.

KMP (Key Management Personnel) means those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rules means the listing rules of the ASX.

Notice or Notice of Meeting means this notice of annual general meeting including the Explanatory Memorandum.

Participant means those eligible full and part time employees and officers of the Corum Group and other persons determined by the Board who are invited by the Company to participate in the Plan.

Performance Right means the right to acquire a Plan Share in accordance with the terms of the Plan.

Plan means the Corum Group Performance Rights Plan the subject of Resolution 4.

Plan Rules means the rules of the Plan set out in the Explanatory Memorandum.

P a g e | 31

Plan Share means a Share issued on vesting of the Performance Rights.

Record Date means 7.00pm (Sydney time) on 19 November 2012 being the date on which a Shareholder must be recorded on the Company’s register in order to be entitled to attend and vote at the Meeting.

Report to Shareholders means the Annual Report of the Company for the year ended 30 June 2012.

Resolution means a resolution set out in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Trust means the Corum Group Employee Share Scheme Trust established to hold Trust Shares on behalf of Participants in accordance with the terms of the Trust Deed.

Trust Deed means the deed under which the Trust is constituted.

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ANNEXURE A

==> picture [143 x 82] intentionally omitted <==

Corum Group Limited ABN 25 000 091 305

Corum Group Employee Share Scheme Trust Deed

22 August 2012

1.	Definitions and Interpretation .............................................................................................. 4
2.	Establishment of Trust......................................................................................................... 8
3.	Declaration of Trust ............................................................................................................. 9
4.	Trustee .............................................................................................................................. 10
5.	Protection of Trustee ......................................................................................................... 13
6.	Acquisition of Trust Shares ............................................................................................... 13
7.	Records and accounts ....................................................................................................... 15
8.	Trustee’s obligations and powers in relation to Unallocated Trust Shares ........................ 16
9.	Distributions in respect of allocated Trust Shares ............................................................. 17
10.	Voting rights ...................................................................................................................... 18
11.	Restrictions on dealing with Trust Shares ......................................................................... 19
12.	Transfer of Trust Shares ................................................................................................... 19
13.	Forfeited Shares ................................................................................................................ 20
14.	Income and capital distributions ........................................................................................ 20
15.	Taxation liability ................................................................................................................ 21
16.	Termination or suspension of a Plan or Plans ................................................................... 21
17.	Termination of Trust .......................................................................................................... 21
18.	Applicable Law .................................................................................................................. 22
19.	Amendment of the Deed ................................................................................................... 22
20.	No agency ......................................................................................................................... 23
21.	Waiver ............................................................................................................................... 23
22.	Counterparts ..................................................................................................................... 24
23.	Stamp duties ..................................................................................................................... 24
24.	Notices .............................................................................................................................. 24
25.	Governing law and jurisdiction .......................................................................................... 25
26.	Signing Page ..................................................................................................................... 26

Corum Employee Share Scheme Trust Deed 22 August 2012

Page 2 of 26

Details

Date 22 August 2012 Parties Name Corum Group Limited ABN 25 000 091 305 Description (“Company”) Notice details Level 17, 24 Campbell Street, Sydney NSW 2000 Name COO EST Managers Pty Ltd ACN 159 977 714 Description (“Trustee”) Notice details Level 7, 207 Kent Street, Sydney NSW 2001

Recitals

A. The Company has established the Corum Group Performance Rights Plan (“ Plan ”), and intends on establishing other equity plans in the future in order to provide those employees with an increased incentive to make a contribution to the long term growth and performance of the Company.
B. The Company wishes to establish a trust for the sole purpose of obtaining shares for the benefit of Participants, including subscribing for or acquiring, allocating, holding and delivering Shares in the Company under the Plan and any future employee equity plans for the benefit of Participants.
C. The Trustee has agreed to act as the initial trustee of the trust on the terms and conditions set out in this Deed.
D. The Company has paid the sum of $100 to the Trustee to be held under the Trust.

Corum Employee Share Scheme Trust Deed 22 August 2012

Page 3 of 26

This deed witnesses

Definitions and Interpretation
1.1 Unless otherwise defined in this Deed or the context otherwise requires, capitalised terms used in this Deed and all documents contemplated by this Deed have the following meaning:

Accretion means any accretion, entitlement, benefit or right of whatever kind whether cash or otherwise which is issued, declared, paid, made, arises or accrues directly or indirectly to, or in respect of, a Share, including any such entitlement relating to a subdivision, consolidation or other reconstruction, any distribution from any reserve of the Company and any reduction of capital.

Applicable Law means any one or more or all, as the context requires of:

(a) the Corporations Act;
(b) the Listing Rules;
(c) the constitution of the Company;
(d) the ITAA 1936;
(e) the ITAA 1997;
(f) any practice note, policy statement, regulatory guide, class order, declaration, guideline, policy, procedure, ruling, judicial interpretation or other guidance note made to clarify, expand or amend (a), (b), (c), (d), and (e) above; and
(g) any other legal requirement that applies to the Plan or Plans.

ASX means the ASX Limited (ABN 98 008 624 691) trading as the Australian Securities Exchange.

ATO ID 2007/179 means the ATO Interpretative Decision ATO ID 2007/179, Income Tax, Employee Share Trust: sole activities test.

Board means the board of directors of the Company, a committee appointed by the board of directors of the Company as constituted from time to time, or any person who is provided with delegated authority by the board from time to time.

Bonus Issue means a bonus issue of Shares or other securities convertible into Shares pro rata to holders of Shares (other than an issue in lieu of dividends or by way of dividend reinvestment pursuant to any election by a holder of Shares).

Corum Employee Share Scheme Trust Deed 22 August 2012

Page 4 of 26

Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays or public holidays in New South Wales.

Commencement Date means the date that the Trust comes into operation, being the date on which this Deed is executed unless the Board determines otherwise.

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.

Financial Year means a period of 12 months ending on 30 June or any other date determined by the Trustee from time to time.

Forfeited Share means any Trust Share forfeited under the relevant Plan Rules and/or relevant Terms of Participation.

Group means:

(a) the Company,
(b) any Related Body Corporate of the Company; and
(c) any other entity the results of which form part of the consolidated financial results of the Company for financial reporting purposes,

but not including the Trustee.

ITAA 1936 means the Income Tax Assessment Act 1936 (Cth) as amended from time to time.

ITAA 1997 means the Income Tax Assessment Act 1997 (Cth) as amended from time to time.

Listing Rules means the listing rules, market rules or operating rules of a financial market in respect of which the Company’s shares are quoted or are the subject of an application for quotation, including but not limited the official listing rules of the ASX (as relevant).

Net Income means in respect of a Year of Income of the Trust, an amount which the Trustee determines to be the "net income" (as defined in section 95 of the ITAA 1936 and the ITAA 1997 (as relevant)) of the Trust for that Year of Income.

Participant means a former, current or future employee or director of the Group who is participating, or who may participate in the future, under the terms of a Plan or Plans and who receives Shares to be held by the Trustee under the terms of this Deed.

Plan or Plans means:

(a) any employee share option scheme, employee share rights scheme or employee share scheme which has been established by the Company under which Shares are to be provided to a Participant to be held by the Trustee under the terms of the Trust;

Corum Employee Share Scheme Trust Deed 22 August 2012

Page 5 of 26

(b) any agreement entered into by the Company with an employee or director of the Group under which Shares are to be provided to a Participant to be held by the Trustee under the terms of the Trust; and
(c) any other employee equity plan which the Company establishes in the future and for which the Trustee agrees in writing to act as a trustee of the Trust in relation to that plan on the terms and conditions set out in this Deed,

including but not limited to the Plan, as amended from time to time.

Plan Rules means the rules of the relevant Plan as amended from time to time.

Related Body Corporate has the meaning given to it under the Corporations Act.

Restrictive Period means any period under the terms of the relevant Plan or relevant Terms of Participation during which there are restrictions on dealing with or transferring the relevant Trust Shares.

Rights Issue means an issue by the Company of rights (not being by way of a Bonus Issue) to acquire Shares or other securities.

Share means a fully paid ordinary share in the capital of the Company.

Terms of Participation means, in respect of any Participant, the specific terms upon which the Trust Shares are held by the Trustee on behalf of the Participant under the terms of issue made in accordance with the relevant Plan Rules.

Trust means the trust established under this Deed.

Trust Assets means the property, rights and income of the Trust and includes any Accretions, Unallocated Trust Shares, and the $100 paid by the Company to the Trustee so as to settle the Trust.

Trust Share means a Share which is held by the Trustee in accordance with the terms of this Deed and includes any bonus shares issued in respect of the Trust Share under any Bonus Issue made by the Company to shareholders and any shares subscribed for as part of a Rights Issue.

Trust Share Account means in respect of a Participant, the separate account or record of that Participant referred to in clause 7.1.

Unallocated Trust Shares means Trust Shares held by the Trustee pursuant to this Deed which are not allocated to a Participant.

Withdrawal Notice means a written notice given or deemed to be given by a Participant to the

Corum Employee Share Scheme Trust Deed 22 August 2012

Page 6 of 26

Company requesting that some or all of the Participant's Trust Shares held by the Trustee on behalf of the Participant be sold, transferred to the Participant, or transferred to a person nominated by the Participant, which notice must:

(a) be signed by the Participant;
(b) specify the number of Trust Shares to be sold or transferred; and
(c) be in the form approved by the Board.

Year of Income means:

(a) the period commencing on the Commencement Date and ending on the last day of the Financial Year in which the establishment occurs;
(b) each subsequent period of 12 months ending on the last day of a Financial Year; and
(c) the period commencing on the first day of the Financial Year in which the date of termination of the Trust occurs and ending on the date of termination of the Trust.
1.2 Interpretation

Unless expressed to the contrary, in this Deed:

(a) words in the singular include the plural and vice versa;
(b) any gender includes the other genders;
(c) if a word or phrase is defined its other grammatical forms have corresponding meanings;
(d) “includes” means includes without limitation;
(e) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
(f) a provision of this Deed which has the effect of requiring anything to be done on or by a date which is not a Business Day is to be interpreted as if it required that thing to be done on or by the immediately following Business Day;
(g) a reference to:
(i) a person includes a partnership, trust, joint venture, unincorporated association, body corporate and a government or statutory body or authority;
(ii) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;

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  - (iii) a bill of parliament includes the legislation as enacted, and as modified prior to enactment;

  - (iv) an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;

  - (v) a right includes a benefit, remedy, discretion and power;

  - (vi) time is to local time in the capital of the relevant Australian State;

  - (vii) “$” or “dollars” is a reference to Australian currency;

  - (viii) this or any other document includes the document as varied or replaced;

  - (ix) writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmission and email; and

(h) this Deed includes all schedules and annexures to it.
1.3 Applicable legislation

This Deed, the acquisition of any Shares and the rights attaching to the Shares will at all times be subject to the Applicable Law.

1.4 Headings

In this Deed, headings are for convenience of reference only and do not affect interpretation.

2. Establishment of Trust

2.1 Appointment of Trustee

The Company appoints the Trustee as the trustee of the Trust and the Trustee agrees to be the trustee of the Trust with effect from the Commencement Date.

2.2 Commencement

The Trust is established upon the transfer by the Company to the Trustee of $100 which is to be held by the Trustee and forms part of the Trust Assets.

2.3 Trust name

The Trust created by this Deed will be known by the name “ Corum Group Employee Share Scheme Trust ”.

2.4 Company

The Trustee must be a company registered under the Corporations Act.

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3. Declaration of Trust

3.1 Declaration of Trust
(a) The Trustee declares and agrees that in respect of each Participant:
- (i) the Trust Shares held by the Trustee on behalf of that Participant;
- (ii) prior to their distribution in accordance with clause 9, the proceeds of sales arising from the sale by the Trustee of rights under a Rights Issue on behalf of that Participant; and
- (iii) Trust Assets related to or arising from Trust Shares held by the Trustee on behalf of that Participant,

will at all times be held by the Trustee on trust for and on behalf of that Participant on the terms of this Deed and subject to the relevant Plan Rules and relevant Terms of Participation.

(b) The Trustee declares and agrees that:
(i) each Participant is absolutely entitled to those Trust Shares held by the Trustee on their behalf, all Trust Assets in respect of those Trust Shares and all other benefits and privileges attached to, or resulting from holding, those Trust Shares; and
(ii) it will deal with Trust Shares and any Trust Assets in respect of Trust Shares in accordance with the directions of the relevant Participant, in accordance with the terms of the relevant Plans and/or relevant Terms of Participation, except where it would be required to incur a cost, expense or liability in so doing for which it is not fully indemnified.
(c) Each party acknowledges that it is the intention of this Deed to give each of the Participants on whose behalf the Trustee holds Trust Shares substantially the same rights in respect of those Trust Shares (other than bare legal title) as if the Trust Shares were registered directly in the name of the relevant Participant.

3.2 Trust Assets

The Trust Assets, other than those referred to in clause 3.1(a) and including the Unallocated Trust Shares, are to be held by the Trustee on trust for the Participants to be nominated by the Company from time to time in accordance with the terms of this Deed, the relevant Plan Rules, and the relevant Terms of Participation until termination of the Trust under this Deed or by operation of law.

3.3 Trustee to acquire, allocate and deliver Shares

The Trustee will, in accordance with instructions received pursuant to the Plan Rules and as

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soon as reasonably practicable, acquire, allocate and deliver Shares for the benefit of a Participant provided that the Trustee:

(a) receives sufficient payment to subscribe for or purchase Shares; and/or
(b) has sufficient Unallocated Trust Shares available.
3.4 Rights of the Company
Nothing in this Deed confers or is intended to confer on the Company any charge, lien or any other proprietary right or proprietary interest in the Shares acquired by the Trustee in accordance with this Deed.
3.5 No beneficial interest At no time will any member of the Group or the Trustee have or be entitled to obtain any beneficial interest in the Trust Assets, other than in respect of the Trustee’s right of indemnity set out in clause 5.1.

4. Trustee

4.1 General powers
Subject to this Deed, the Trustee in its reasonable discretion has the full power to do all things a trustee is permitted to do by law in respect of the Trust, the Trust Shares and the Trust Assets, including the following:
(a) to enter into and execute all contracts, deeds and other documents and do all acts, matters or things it in its discretion considers necessary to give effect to and carry out the trusts, authorities, rights, powers and discretions conferred on the Trustee under this Deed;
(b) to subscribe for, purchase or otherwise acquire Trust Assets, Shares, rights or privileges which the Trustee is authorised by this Deed to acquire on such terms and conditions as it thinks fit, and do all things incidental to this activity;
(c) to sell or otherwise dispose of Trust Assets, shares, rights or privileges which the Trustee is authorised by this Deed to dispose of on such terms and conditions as directed by the relevant Participant, and do all things incidental to this activity;
(d) to receive dividends or distributions on the Trust Shares and to apply those amounts in accordance with this Deed;
(e) to sell or transfer the Trust Shares to the Participants or their nominees and apply the proceeds of sale in accordance with this Deed and the relevant Plan Rules and relevant Terms of Participation;
(f) to sell any rights relating to the Shares and apply the proceeds of sale in accordance

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with this Deed;

(g) to delegate to any person or company the exercise of all or any of the rights, powers or discretions conferred on the Trustee under this Deed and to execute any power of attorney, other instrument or cheque necessary to effect that delegation;
(h) to employ or engage, and at its discretion, remove or suspend custodians, trustees, managers, employees or other agents, determine the powers and duties to be delegated to them, and pay any remuneration to them as it thinks fit;
(i) to rely on any document provided by a Participant, the form of which has been approved by the Company, whether signed by the Participant or otherwise;
(j) to take and act upon the advice or any opinion of any legal practitioner or other professional adviser (in relation to this Deed, the Plan Rules, the Terms of Participation, on the operation of the Trust or otherwise) and act on that advice in any manner it thinks fit;
(k) to open and operate any bank account, retain on current or deposit account at any bank any money which it considers proper, and make regulations for the operation of those bank accounts including the signing and endorsing of cheques with such accounts;
(l) to commence, conduct, defend, compound, settle, abandon or otherwise compromise any legal proceedings relating to the Trust or any Trust Assets and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Trustee in respect of the Trust;
(m) to refer any claim or demand by or against the Trustee in respect of the Trust to arbitration and to observe and perform an award made under arbitration;
(n) make rules or adopt procedures not inconsistent with the provisions of this Deed, the relevant Plan Rules, and the relevant Terms of Participation in relation to the calculation and rounding off of the contributions, dividends, interest or other amounts, or to the determination of periods of time; and
(o) to do all acts, matters or things which the Trustee in its discretion considers necessary or expedient to administer and maintain the Trust and the Trust Assets or for the purpose of giving effect to, and carrying out, the trusts, powers and discretions conferred on the Trustee by this Deed or the law.

4.2 Sole activities test

Without limiting the generality of clause 4.1, the Company and the Trustee agree that the Trust will be managed and administered so that it satisfies the sole activities test for the purposes of subsection 139C(5) of the ITAA 1936 and be an 'employee share trust' as defined in subsection 995-1(1) of the ITAA 1997, as interpreted in ATO ID 2007/179.

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4.3 Powers concerning Shares and rights
If, at any time, the Trustee holds Shares or rights issued under any Rights Issue otherwise than for a specified Participant then the Trustee, on instructions from the Board, may:
(a) sell the Shares or rights by private sale to any third party; or
(b) if the Company offers to buy back the Shares in accordance with the Corporations Act, accept the offer,

at the price and on the terms that the Trustee in its discretion determines.

4.4 Limitation on Trustee

Despite any other provision of this Deed, the Trustee:

(a) is not permitted to offer, issue or acquire any Share or any right to any Share if to do so would contravene any Applicable Law and is not obliged to offer, issue or acquire any Share or any right to any Share where compliance with any Applicable Law would in the opinion of the Trustee or the Board be unduly onerous or impractical;
(b) is not permitted to carry out activities that are not matters or things which are necessary or expedient to administer and maintain the Trust and the Trust Assets or for the purpose of giving effect to, and carrying out, the trusts, powers and discretions conferred on the Trustee by this Deed or the law; and
(c) is not permitted to carry out activities which result in the Participants being provided with additional benefits other than the benefits that arise from the relevant Plan Rules and/or relevant Terms of Participation.
4.5 Remuneration
The Trustee is not entitled to receive from the Trust any fees, commission or remuneration in respect of its performance of its obligations as trustee of the Trust. The Company may pay to the Trustee from the Company's own resources any fees, commission or remuneration and reimburse any expenses incurred by the Trustee as the Company and the Trustee may agree from time to time. The Trustee is entitled to retain for its own benefit any such remuneration or reimbursement.

4.6 Removal of Trustee

The Trustee will cease to be trustee of the Trust:

(a) fourteen days after the Trustee giving a notice of resignation as Trustee to the Company;
(b) upon the Company serving the Trustee with a notice of removal as Trustee, with the Company not obliged to give any reason for the removal of the Trustee; or

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(c) immediately, when a receiver or manager or receiver and manager or administrator is appointed to the Trustee or the Trustee goes into liquidation or an order or resolution is made for its winding up,

and a new trustee of the Trust is appointed.

4.7 New trustee

When a person ceases to be the trustee of the Trust:

(a) the Company will appoint a new trustee which will become the trustee of the Trust upon the execution by it of a deed by which it agrees to be bound by this Deed as trustee; and
(b) the trustee which is ceasing to be trustee must execute all share transfers, sign all other documents and do all things necessary to transfer the Trust Shares and Trust Assets into the name of the new trustee.

4.8 Trustee discretions

(a) The Trustee may determine matters falling for determination under this Deed in its absolute discretion having regard to the interests of and for the benefit of the Participants.
(b) A person who is a director of the Trustee may, except where prohibited by the Corporations Act, act in that capacity notwithstanding a conflict of interest or duty.
(c) The Trustee may exercise the discretions conferred on it by this Deed or which may otherwise be required in relation to the Trust.

5. Protection of Trustee

5.1 Trustee indemnity

To the extent permitted by law, the Company indemnifies the Trustee in respect of all liabilities, costs and expenses incurred by the Trustee in performing its obligations or in the execution or purported execution of any of its powers, authorities or discretions as trustee of the Trust other than a liability, cost or expense arising out of the gross negligence, dishonesty, fraud or wilful breach of trust of or by the Trustee or its employees or agents.

5.2 No recovery of any liabilities, costs or expenses

Subject to relevant Plan Rules and relevant Terms of Participation, the Trustee cannot recover any liabilities, costs or expenses from any Participant.

Acquisition of Trust Shares

6.1 Notice from the Company

(a) Where the terms of the relevant Plan Rules and relevant Terms of Participation for a

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Participant include that Shares are to be held by the Trustee on behalf of Participants, the Board must by notice in writing instruct the Trustee to subscribe for, purchase and/or allocate a number of Shares specified in the notice, to be held by the Trustee as Trust Shares in respect of an identified Participant or Participants.

(b) Where the terms of the relevant Plan Rules include that Shares may be held by the Trustee on behalf of Participants, the Board may by notice in writing instruct the Trustee to subscribe for and/or purchase a number of Shares specified in the notice, to be held by the Trustee as Unallocated Trust Shares on trust for Participants generally.
(c) The Company may revoke a notice given under this clause 6.1 by further written notice to the Trustee.
(d) The Board must in a notice referred to in clause 6.1(a):
(i) offer to the Trustee to have the Company or its Related Body Corporate provide funds for the purpose of acquiring Trust Shares;
(ii) request the Trustee to apply some of the capital of the Trust in accordance with clause 6.2 for the purposes of acquiring Trust Shares; or
(iii) effect a combination of the acts in sub-paragraphs (i) and (ii).

6.2 Source of Trust Shares

If the Trustee has received a notice under clause 6.1, subject to the Trustee receiving sufficient payment or having sufficient capital as required by that notice, the Trustee must within seven days (or other period as the Board determines) after the receipt of that notice:

(a) purchase the requisite number (or a proportion of that number determined by the Board) of Shares on market or off market on behalf of the relevant Participant(s) or Participants generally (as the case may be);
(b) subscribe for, and the Company must issue to the Trustee, the requisite number (or a proportion of that number determined by the Board) of Shares on behalf of the relevant Participant(s) or Participants generally (as the case may be);
(c) allocate Shares that are Trust Assets (not being Trust Shares held on behalf of any other particular Participant) to be held on behalf of the relevant Participant(s) or Participants generally (as the case may be); or
(d) effect a combination of the acts in sub-paragraphs (a), (b) and (c).

6.3 Subscriptions

The subscription price for each of the Shares referred to in clause 6.2(b) must be the market value of the Shares as determined by the Board on the date on which the Shares are issued to the Trustee unless the Board in its sole and absolute discretion determines otherwise.

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6.4 Funding

(a) The Company must provide the Trustee, or cause the provision to the Trustee of, any funds required by the Trustee in order to comply with its obligations under clause 6.2 (after application by the Trustee of any capital as provided by clause 6.1(d)(ii)).
(b) Subject to clause 6.4(c), all funds received by the Trustee from the Company will constitute Accretions to the corpus of the Trust and will not be repaid to the Company and no Participant shall be entitled to receive such funds.
(c) Funds received by the Trustee from the Company may be paid to the Company where the Trustee subscribes for Shares in accordance with this Deed, the relevant Plan Rules or relevant Terms of Participation.
(d) Where an amount paid by the Company to the Trustee in respect of the acquisition of Shares for the benefit of a Participant or Participants is in excess of the amount required by the Trustee to subscribe for, acquire, allocate or deliver those Shares, the Board may require the Trustee to:
(i) apply such amount to subscribe for, acquire, and/or allocate and deliver Shares in accordance with this Deed, the relevant Plan Rules or the relevant Terms of Participation; or
(ii) deposit the funds into any account opened and operated by the Trustee in accordance with clause 4.1(k) to be used for the purposes set out in clause 6.4(d)(i) above.

7. Records and accounts

7.1 Separate accounts

The Trustee must establish and maintain (or any party which the Trustee considers appropriate to do so) a separate Trust Share Account or record in respect of each Participant containing details of:
(a) Shares issued, acquired or allocated under the relevant Plan Rules and relevant Terms of Participation for the benefit of the Participant;
(b) Shares transferred from the relevant Trust Share Account to the Participant pursuant to this Deed;
(c) any dividends, bonus shares, interest, Accretions, or other earnings or other amounts credited to the relevant Trust Share Account of the Participant;
(d) any proceeds from the sale or disposal of Shares or entitlements, or reduction of its

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share capital, in accordance with the relevant Plan Rules and relevant Terms of Participation or this Deed; and

(e) any other credit or debit made to the relevant Trust Share Account for the purposes of this Deed.

7.2 Notification to Participants

The Trustee will notify each Participant when Trust Shares are acquired, allocated, delivered or held on his or her behalf and any other information which the Board considers appropriate and is notified to the Trustee.

7.3 Records of Trust

The Trustee must establish and maintain proper books and records of the Trust which must record:

(a) all monies received and expended by or on behalf of the Trustee;
(b) the matters in respect of which such receipts and expenditures take place;
(c) all subscriptions for, and sales and purchases of, Trust Shares; and
(d) the assets and liabilities of the Trust.

7.4 Auditor

The Trustee will appoint an auditor of the Trust and will cause the accounts referred to in clauses 7.1 and 7.3 to be audited annually by the auditor.

7.5 Inspection
(a) A Participant may inspect his or her relevant Trust Share Account and all records relating to that Trust Share Account during normal business hours on giving reasonable notice in writing to the Trustee.
(b) The Trustee must cause the Trust Share Accounts referred to in clause 7.1 to be made available for inspection by Participants and any member of the Group during normal business hours free of charge on giving reasonable notice to the Trustee.
Trustee’s obligations and powers in relation to Unallocated Trust Shares
8.1 Obligations and powers in relation to Unallocated Trust Shares Before the allocation to a Participant of a Trust Share held by the Trustee in accordance with this Deed, the Trustee in respect of such an Unallocated Trust Share:
(a) must not exercise any voting rights in relation to any Unallocated Trust Shares;
(b) may apply any capital receipts, dividends or other distributions received in respect of

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any Unallocated Trust Shares to purchase further Shares to be held on trust for the purposes of this Trust;

(c) must not participate in any Rights Issues in respect of any Unallocated Trust Shares;
(d) must hold any bonus shares issued in respect of the Unallocated Trust Shares on trust for the purposes of this Deed; and
(e) must keep an account of all Unallocated Trust Shares acquired by the Trustee that are held as Trust Assets.
8.2 Company may direct Trustee

The Company may direct the Trustee to allocate Unallocated Trust Shares to a Participant from time to time. Following the allocation to a Participant of Trust Shares held by the Trustee in accordance with this Deed, the Company may direct the Trustee to continue to hold those Trust Shares on behalf of the Participant and on the terms of this Deed.

Distributions in respect of allocated Trust Shares

9.1 Dividends

Subject to the relevant Plan Rules and relevant Terms of Participation, a Participant will have an absolutely vested and indefeasible entitlement to receive from the Trustee all dividends actually paid by the Company on all Trust Shares held by the Trustee in respect of the Participant and the Trustee agrees to pay any such dividends to the Participant as soon as reasonably practicable after those dividends are paid by the Company to the Trustee.

9.2 Dividend Reinvestment Plans

In its discretion, the Trustee may make any arrangements it considers appropriate to enable participation of any Trust Shares in any dividend reinvestment plan of the Company.

9.3 Rights Issues

Subject to the relevant Plan Rules and relevant Terms of Participation:

(a) the Trustee will send a notice to a Participant of any Rights Issue in respect of Trust Shares held by the Trustee in respect of that Participant;
(b) that Participant may, with the approval of the Board, provide the Trustee with a notice in the form (if any) prescribed by the Company requesting the Trustee to either or both:
(i) where the rights under the Rights Issue are renounceable, to sell that number of rights which generates sufficient proceeds to subscribe for the balance of the rights to which that Participant is entitled to; and
(ii) to participate in the Rights Issue by subscribing for some or all of the Shares to which that Participant is entitled, provided only that the Participant provides the

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Trustee with the amount necessary to be paid to participate in the Rights Issue;

(c) if the Trustee does not receive a notice under clause 9.3(b) in respect of Trust Shares together with appropriate payment within 14 days of despatch of the notice under clause 9.3(a) whether because that Participant did not provide the notice or for any other reason, the Trustee may, with the approval of the Board, sell the rights under the Rights Issue (if the rights are renounceable);
(d) if the Trustee sells the rights under the Rights Issue in accordance with clause 9.3(c), the Trustee must promptly distribute the proceeds of sale (after deduction of the costs of sale incurred by the Trustee) to that Participant; and
(e) if the Trustee subscribes, on behalf of that Participant, for a specified number of Shares under clause 9.3(b), the Trustee must hold those Shares as Trust Shares for that Participant.
9.4 Bonus Issue
Subject to the relevant Plans Rules and relevant Terms of Participation, if the Company makes a Bonus Issue in respect of Shares held by the Trustee on behalf of a Participant, the Trustee must hold the bonus shares issued as Trust Shares for that Participant and are deemed for the purposes of this Deed to have been credited to the Participant at the same time as the Trust Shares. The Trustee will not sell the bonus shares or transfer them to the Participant unless the Trustee sells or transfers the Trust Shares which gave rise to the bonus shares in accordance with this Deed.
9.5 Other Accretions

If an Accretion arises in respect of a Trust Share held by the Trustee on behalf of a Participant other than by way of dividends, bonus shares or Rights Issue, the Trustee will transfer, or provide the benefit of, all of the Accretion to that relevant Participant.

10. Voting rights

10.1 Voting rights

(a) Each Participant may direct the Trustee by notice in writing as to how to exercise the voting rights attaching to the Trust Shares standing to their account, either generally or in respect of a particular resolution.
(b) Where a Participant gives a direction to the Trustee, the Trustee must act in accordance with that direction by voting by way of proxy.
(c) In the absence of any such direction, the Trustee must not exercise the voting rights attaching to the Trust Shares held in respect of a Participant.
(d) Where the Trustee holds Unallocated Trust Shares, the Trustee must not exercise the

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voting rights attaching to those Unallocated Trust Shares.

10.2 Notices of meetings

The Company must forward to the Trustee and the Trustee must forward to a Participant a copy of any notices of meetings of members of the Company received by the Trustee, unless the Participant has notified the Trustee in writing that they do not wish to receive such notices.

11. Restrictions on dealing with Trust Shares

11.1 Restrictive Period

During any Restrictive Period, the Trustee and the Participants must not assign, transfer, sell, grant an encumbrance over or otherwise deal with a Trust Share. The Company may enter into such arrangements as they consider necessary to enforce the restrictions in this clause 11.1 including but not limited to applying or having applied a holding lock on the Trust Shares, and the Trustee and the Participants are deemed to agree to abide by such arrangements.

11.2 After the Restrictive Period

Subject to clause 11.1, at any time after a Restrictive Period (if any) and subject to any administrative guidelines established by the Board, a Participant may give to the Trustee, or be deemed by the relevant Plan Rules and/or relevant Terms of Participation to give the Trustee, a Withdrawal Notice, and following any required approval by the Board of the Withdrawal Notice, the Trustee must transfer the legal title in those Trust Shares or sell those Trust Shares in accordance with the terms of the approved Withdrawal Notice and clause 12.

12. Transfer of Trust Shares

12.1 Sales of Trust Shares by Trustee

Subject to clause11, if the relevant Plan Rules and/or relevant Terms of Participation permit, the Trustee may at the direction of the Participant, sell any of the Trust Shares to which the Participant is entitled. On sale of any such Trust Shares, subject to any Plan Rules and/or relevant Terms of Participation, the Trustee will apply the proceeds of sale (and pay to the Participant any other monies held on the account for the Participant):
(a) first, in payment of any brokerage and other costs and expenses of the sale incurred by the Trustee (including an amount sufficient to meet the tax liability (if any) resulting from that sale); and
(b) second, the balance (if any) in payment to the relevant Participant.
12.2 Trustee to transfer
Subject to clause 11, the Trustee must do all things required by it to transfer legal title in Trust Shares to a Participant on whose behalf Trust Shares are held or to any third party as directed by the relevant Participant (and pay to the Participant any other monies held on the account for the Participant):

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(a) where required to do so, or permitted, by the relevant Plan Rules and/or relevant Terms of Participation as soon as reasonably practicable (including, for example, transferring legal title in Trust Shares to a Holder Identification Number under the control of a third party in the name of a Participant to enable the Participant to grant a security interest over the Shares);
(b) if the Trust is terminated under clause 17; or
(c) otherwise, where the Board in its discretion determines.

13. Forfeited Shares

13.1 Notice

In its discretion, the Board may from time to time by notice in writing direct the Trustee to hold or reallocate any Forfeited Shares (or the proceeds of sale of such Forfeited Shares):

(a) for the benefit of one or more Participants; or
(b) for the benefit of any other Plan.
13.2 Cancellation of Forfeited Shares

The Company may cancel Forfeited Shares in accordance with the Corporations Act.

13.3 Rights to Forfeited Shares
The Trustee may, in consultation with the Company, apply any dividends, bonus shares or other benefits received by the Trustee in respect of any Forfeited Shares or any proceeds of sale of any Forfeited Shares for any other purpose relevant to the Trust.
Income and capital distributions

14.1 Income entitlement of Participants

Subject to the relevant Plan Rules and relevant Terms of Participation, a Participant is presently entitled to so much of the Net Income of the Trust for a Year of Income which is attributable to:
(a) the Trust Shares held by the Trustee on behalf of the Participant;
(b) the proceeds of sales arising from the sale by the Trustee of rights under a Rights Issue on behalf of a Participant; and
(c) transactions or events related to Trust Shares or property related to or arising from Trust Shares held by the Trustee on behalf of the Participant.
14.2 Other income

The balance of the Net Income of the Trust for a Year of Income to which no Participant is

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entitled in accordance with clause 14.1 may be accumulated by the Trustee as an addition to the Trust Assets.

14.3 Capital

If the Trustee thinks fit, prior to the termination of the Trust as set out in clause 17, the Trustee may apply that part of the capital of the Trust to which no Participant would be entitled under clause 14.1 if the Trust was terminated at that time in payment of any costs and expenses incurred by the Trustee in the execution or purported execution of the Trust or any of the powers, authorities or discretions vested in the Trustee.

15. Taxation liability

The Trustee may pay any fees, costs and expenses incurred in the establishment, maintenance or administration of the trusts declared in this Deed. If the Trustee incurs any liability for taxation in relation to any Trust Shares held by the Trustee, or any costs in relation to the Trust, the Company must provide to the Trustee, or cause the provision to the Trustee of, all necessary funds required by the Trustee for the Trustee to be able to pay such liability, fees, costs and expenses.

16. Termination or suspension of a Plan or Plans

16.1 Trustee to comply with directions

The Trustee will comply with any directions given by the Board under the relevant Plan Rules in relation to suspension or termination of that Plan or Plans and how Trust Shares then held for Participants under that Plan or Plans are to be dealt with.

16.2 Sale of Trust Shares

If a Plan or Plans are terminated, the Trustee will sell any Trust Shares delivered under that Plan or Plans which are held under this Trust Deed after the implementation of any directions referred to in clause 16.1 and will apply or hold any proceeds of sale pursuant to clause 12.1 in accordance with a direction of the Board.

17. Termination of Trust

17.1 Termination

The Trust will terminate and be wound up as provided by law or upon the first to occur of the following events:

(a) an order being made or an effective resolution being passed for the winding up of the Company (other than for the purpose of amalgamation or reconstruction);
(b) a person becoming entitled to compulsorily acquire all the Shares;
(c) a resolution is passed by the shareholders of the Company to cancel or buy-back all

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Trust Shares held by the Trustee pursuant to a scheme of arrangement, reduction of capital, share buy-back or otherwise;

(d) the Board determining that the Trust is to be wound up; and
(e) the day before the 80th anniversary of the date on which the Trust is established under clause 2.2.
17.2 Distribution of Trust Assets
If there are any Trust Assets remaining in the Trust following distribution to Participants of any Trust Shares under clause 12.1 and any Net Income attributable to Participants under clause 14.1, or application of Trust capital under clause 14.3, those Trust Assets must be applied in whole or in part for the benefit of one or more of the following beneficiaries as the Trustee thinks fit:
(a) an employee share or option trust established and maintained for the benefit of all or any employees of the Group; or
(b) any charity nominated by the Trustee.
17.3 Trustee not to pay balance to the Group

The Trustee must not pay any balance under clause 17.2 to any member of the Group.

18. Applicable Law

(a) This Deed and the entitlements of Participants under this Deed are subject to the Applicable Law.
(b) Notwithstanding any other provision of this Deed, every provision set out in an exemption from, or modification to, the provisions of the Corporations Act granted from time to time by the Australian Securities and Investments Commission in respect of a Plan or Plans that is required to be included in this Deed in order for the exemption or modification to have effect is deemed to be contained in this Deed.
(c) To the extent that any provision deemed by this clause 18 to be contained in this Deed is inconsistent with any other provision in this Deed, the deemed provision will prevail.

19. Amendment of the Deed

19.1 Amendment

(a) Subject to the Listing Rules and clause 19.2, the Company and the Trustee may at any time by deed, other than in respect of clause 3.5, amend all or any of the provisions of this Deed (including this clause 19 but not clause 3.5) or make any variation or addition to this Deed.

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(b) The Trustee must not unreasonably withhold or delay its consent to any amendment to this Deed proposed by the Company.
19.2 No reduction of rights
No amendment of the provisions of this Deed may be made which materially reduces the rights of any Participant in respect of Shares acquired under the Trust prior to the date of the amendment, other than:
(a) an amendment introduced primarily:
- (i) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation, the Listing Rules (if relevant) or a requirement, policy or practice of the Australian Securities and Investments Commission or other foreign or Australian regulatory body, including as governing or regulating the maintenance or operation of a Plan or Plans;
- (ii) to correct any manifest error or mistake; or
- (iii) for the purpose of enabling Participants generally (but not necessarily each Participant) to receive a more favourable taxation treatment in respect of their participation in the Trust; or
(b) an amendment agreed to in writing by a Participant.
19.3 Retrospectivity

Subject to clause 19.2, any amendment to this Deed made pursuant to the clause 19 may be given such retrospective effect as is specified in the amendment.

No agency
(a) Nothing in this Deed, in the relevant Plan Rules or in the relevant Terms of Participation is intended to create an agency relationship between the Trustee and the Company.
(b) The Trustee is not a trustee for any member of the Group.
(c) No member of the Group is a beneficiary of the Trust.
Waiver
(a) Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this Deed by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Deed.

Corum Employee Share Scheme Trust Deed 22 August 2012

Page 23 of 26

(b) A waiver or consent given by a party under this Deed is only effective and binding on that party if it is given or confirmed in writing by that party.

22. Counterparts

This Deed may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes the deed of each party who has executed and delivered that counterpart.

23. Stamp duties

The Company:

(a) must pay all stamp duties and any related fines and penalties in respect of this Deed; and
(b) indemnifies the Trustee against any liability arising from failure to comply with clause 23(a).

24. Notices

24.1 Form of communication

Unless expressly stated otherwise in this Deed any notice, certificate, consent, request, demand, approval, waiver or other communication (“ Notice ”) must be:
(a) in legible writing and in English;
(b) signed by the sender (if an individual) or where the sender is a company, signed by an officer or in accordance with section 127 of the Corporations Act; and
(c) marked for the attention of and addressed to the addressee.

A Notice can be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender.

24.2 Delivery of Notices

Notices must be hand delivered or sent by prepaid express post (next day delivery), email or facsimile to the addressee’s address for notices specified in the “Details” section of this Deed or to any other address, email or facsimile number a party notifies to the other parties under this clause. In this clause 24, reference to an addressee includes a reference to an addressee’s officers, agents or employees or any person reasonably believed by the sender to be an officer, agent or employee of the addressee.

Corum Employee Share Scheme Trust Deed 22 August 2012

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24.3 When Notice is effective
Notices take effect from the time they are received or taken to be received under clause 24.4 (whichever happens first) unless a later time is specified.
24.4 When Notice taken to be received

Notice is taken to be received by the addressee if by:

(a) delivery in person, when delivered to the addressee;
(b) prepaid express post, on the second Business Day after the date of posting;
(c) post 3 Business Days from and including the date of postage;
(d) subject to clause 24.5, facsimile transmission, at the time shown in the transmission report generated by the machine from which the facsimile was sent; and
(e) subject to clause 24.5, electronic mail (e-mail), four hours after the sent time (as recorded on the sender’s e-mail server), unless the sender receives a notice from the recipient’s email server or internet service provider that the message has not been delivered to the recipient.
24.5 Legible notices and receipt outside business hours
(a) A facsimile transmission or e-mail is regarded as legibly received unless the addressee telephones the sender within four hours after the transmission or e-mail is received or regarded as received under clause 24.4(d) or 24.4(e) respectively and informs the sender that it is not legible.
(b) Despite clauses 24.3 and 24.4, if a Notice is received or taken to be received under this clause 24 after 4:00pm in the place of receipt or on a non-Business Day, it is taken to be received at 9:00am (recipient’s time) on the following Business Day and takes effect from that time unless a later time is specified in the Notice.

25. Governing law and jurisdiction

(a) This Deed is governed by, and must be construed according to, the laws applying in the State of New South Wales and the Commonwealth of Australia.
(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales, and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this Deed.

Corum Employee Share Scheme Trust Deed 22 August 2012

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Signing Page

EXECUTED as a deed SIGNED SEALED and DELIVERED by Corum Group Limited (ABN 25 000 091 305) by two Directors or a Director and Secretary in accordance with s.127 of the Corporations Act 2001:

Signature of Director Signature of Director/Secretary Full Name of Signatory Full Name of Signatory SIGNED SEALED and DELIVERED by COO EST Managers Pty Ltd (ACN 159 977 714) by two Directors or a Director and Secretary in accordance with s.127 of the Corporations Act 2001:

Signature of Director Signature of Director Full Name of Signatory Full Name of Signatory

Corum Employee Share Scheme Trust Deed 22 August 2012

Page 26 of 26

AI assistant

PHARMX TECHNOLOGIES LIMITED — AGM Information 2012

65560_rns_2012-11-13_710ce952-eadd-4e13-86a8-89891709b1d8.pdf

Corum Group Limited

Notice of Annual General Meeting and Explanatory Memorandum

Chairman’s Letter to Shareholders

27 September 2012

Notice of Annual General Meetin g

Agenda

A. General Business

Annual Report 2012

B. Ordinary Resolutions

1. Adopt the Remuneration Report

“That the Remuneration Report for the year ended 30 June 2012 be adopted.”

2. Re-election of Hon Michael Cleary A.O. as a Director

3. Re-election of Mr Michael John Shehadie as a Director

4. Approval of the Corum Group Performance Rights Plan:

5. Grant of performance rights to the Non-executive Chairman, Mr Michael Shehadie, 2012 Invitation:

6. Grant of performance rights to the Managing Director, Mr Geoffrey Broomhead, 2012 Invitation:

7. Grant of performance rights to the Non-executive Director, Mr Michael Cleary, 2012 Invitation:

8. Grant of performance rights to the Non-executive Chairman, Mr Michael Shehadie, 2013 Invitation:

9. Grant of performance rights to the Managing Director, Mr Geoffrey Broomhead, 2013 Invitation:

10. Grant of performance rights to the Non-executive Director, Mr Michael Cleary 2013 Invitation:

11. Approval of Managing Director termination payment:

12. Non-executive Directors’ Remuneration:

Voting exclusion statements

Resolution 1

Resolution 4

Resolutions 5 - 10

Resolution 11

Resolution 12

Voting and Proxies

Voting

Proxies

A proxy need not be a Shareholder.

Appointing a member of KMP

Appointing the Chairperson

Returning proxies and authorising documents

Directed Proxies

Power of Attorney

Bodies Corporate

Ex lanator Memorandum p y

IMPORTANT NOTICE

Forward Looking Statements

Ordinary Resolutions

1. Adopt the Remuneration Report

2. Re-election of Hon Michael Cleary A.O. as a Director

3. Re-election of Mr Michael John Shehadie as a Director

4. Approval of the Corum Group Performance Rights Plan

Summary of Plan Rules

Overview

Who is eligible to participate?

Operation of the Plan

Consideration for Performance Rights

Consideration for Plan Shares

Performance or vesting conditions

Vesting timeframes

Lapsing of Performance Rights

Transfer of Performance Rights

Rights attaching to Plan Shares acquired on exercise of the Performance Rights

Quotation of Performance Rights and Plan Shares acquired on exercise of the Performance Rights

Limitation on issue

Variation to the Plan Rules

Other information

Requirements for approval

Listing Rule 7.1

5. – 7. Approval of the 2012 Invitation grant of Performance Rights to Directors

Terms & Conditions of 2012 Invitation grant of Performance Rights

Maximum number of Shares

Consideration

Notional Dividend

Assessed value of the grant of Performance Rights

Other remuneration entitlements

Other securities held by Directors

Change of control

Termination of employment

Other Information

8. - 10. Approval of the 2013 Invitation grant of Performance Rights to Directors

Terms & Conditions of 2013 Invitation grant of Performance Rights

Maximum number of Shares

PHARMX TECHNOLOGIES LIMITED AGM Information 2012