POINTERRA LIMITED — AGM Information 2013

Jul 14, 2013

SOIL SUB TECHNOLOGIES LIMITED ACN 078 388 155

NOTICE OF GENERAL MEETING

TIME : 10:00am (WST) DATE : 16 August 2013 PLACE : Level 2/6 Kings Park Road West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9321 3277.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)

Explanatory Statement (explaining the proposed resolutions)

Glossary

Proxy Form

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00 am (Perth time) on 16 August 2013 at:

Level 2 6 Kings Park Road West Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at the close of business on 14 August 2013.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies

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should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 64,458,710 SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, Shareholders ratify the issue of 64,458,710 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if 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, 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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF 43,541,290 SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rules 7.1A and 7.4 and for all other purposes, Shareholders ratify the issue of 43,541,290 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if 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, 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.

3. RESOLUTION 3 – ISSUE OF CONVERTIBLE NOTES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue Convertible Notes with an aggregate face value of up to $600,000 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if 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, 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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4. RESOLUTION 4 – PLACEMENT – SHARES AND OPTIONS TO RM CORPORATE FINANCE

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 20,000,000 Shares and 20,000,000 Options to RM Corporate Finance (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by RM Corporate Finance and Guy Le Page and any of their associates.. However, the Company need not disregard a vote if 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, 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.

DATED: 12 JULY 2013

BY ORDER OF THE BOARD

KEONG CHAN COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES

1.1 General

On 11 January 2013, the Company issued 108,000,000 Shares to sophisticated investors at an issue price of $0.002 per Share to raise $216,000.

The Company provided notice pursuant to section 708(5)(e) of the Corporations Act that the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act.

The issue of the Shares was conducted under the Company’s existing placement capacity pursuant to ASX Listing Rules 7.1 and 7.1A.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rules 7.1 and 7.4 for the issue of 64,458,710 Shares.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rules 7.1A and 7.4 for the issue of 43,541,290 Shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.1A gives a company the ability to issue equity securities under a 10% placement facility provided the company has obtained shareholder approval by way of a special resolution at an annual general meeting. Shareholder approval of the 10% placement facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the date that is 12 months after the date of the annual general meeting at which approval is obtained.

The Shareholders previously approved a 10% placement facility under ASX Listing Rule 7.1A at the last annual general meeting of the Company which was held on 30 November 2012.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rules 7.1 and 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rules 7.1 or 7.1A (and provided that the previous issues did not breach ASX Listing Rule 7.1 or 7.1A) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rules 7.1 or 7.1A as relevant.

By ratifying the issue of Shares in Resolutions 1 and 2, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual capacity set out in Listing Rule 7.1A.

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1.2 Technical information required by ASX Listing Rule 7.4 in relation to Resolution 1

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) 64,458,710 Shares were issued on 11 January 2013;

• (b) the issue price was $0.002 per Share;

• (c) the Shares issued are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to clients and contacts of RM Capital Pty Ltd, who are sophisticated investors and are not related parties of the Company. The allocation of Shares was made by RM Capital Pty Ltd acting as lead manager;

• (e) $128,917.42 was raised from this issue of the Shares; and

• (f) the funds raised will be used towards:

• (i) continuing development of the Company’s “Nutrimix” soil treatments;

• (ii) identifying investment opportunities for the Company; and

• (iii) working capital including corporate overheads.

1.3 Technical information required by ASX Listing Rule 7.4 in relation to Resolution 2

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 2:

• (a) 43,541,290 Shares were issued on 11 January 2013;

• (b) the issue price was $0.002 per Share;

• (c) the Shares issued are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to clients and contacts of RM Capital Pty Ltd, who are sophisticated investors and are not related parties of the Company. The allocation of Shares was made by RM Capital Pty Ltd acting as lead manager;

• (e) $87,082.58 was raised from this issue of the Shares; and

• (f) the funds raised will be used towards working capital:

• (i) continuing development of the Company’s “Nutrimix” soil treatments;

• (ii) identifying investment opportunities for the Company; and

• (iii) working capital including corporate overheads.

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2. RESOLUTION 3 – ISSUE OF CONVERTIBLE NOTES

2.1 General

Resolution 3 seeks Shareholder approval for the issue of Convertible Notes with an aggregate face value of up to $600,000 in accordance with the Convertible Note Deed Poll ( Note Issue ).

A summary of ASX Listing Rule 7.1 is set out in section 1.1 above.

The effect of Resolution 3 will be to allow the Company to issue the Convertible Notes pursuant to the Note Issue, without using the Company’s 15% annual placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual capacity set out in Listing Rule 7.1A.

2.2 Terms of Convertible Notes

The key terms of the Convertible Notes are as follows:

• (a) the term of the Convertible Notes is twelve (12) months from the date of issue of the first Convertible Note by the holder in accordance with the Convertible Note Deed Poll;

• (b) the aggregate face value of the Convertible Notes is to be no more than $600,000;

• (c) the Convertible Notes will carry an interest rate of 4% per annum payable quarterly. The holder may elect for the interest to be paid in;

• (i) Shares (which will be issued at the lesser of $0.001 or 80% of the 5 Trading Day VWAP per Share for outstanding interest) together with one (1) free Option for every two (2) Shares issued; or

• (ii) cash;

• (d) the Convertible Notes will be convertible into Shares at the lesser of $0.001 or 80% of the 5 Trading Day VWAP per Share together with one (1) free Option for every two (2) Shares issued;

• (e) holders of Convertible Notes will have a right to call conversion anytime after the issue of the Convertible Notes;

• (f) the conversion of the Convertible Notes into Shares and Options is conditional upon Shareholder approval;

• (g) the Company may draw down on the convertible note loan facilities during the availability period, which commences on the day the holder confirms the availability of a convertible note loan facility to the Company and ceases on a date that is no later than 12 months from the date of issue of the first Convertible Note to the holder;

• (h) the Company does not intend to list the Convertible Notes for quotation on ASX and it is not obliged to do so; and

• (i) the Convertible Notes are unsecured.

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2.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Note Issue:

• (a) the Convertible Notes will be issued with a total face value of no more than $600,000 and are convertible into Shares at the lesser of $0.001 or 80% of the 5 Trading Day VWAP per Share along with one (1) free Option for every two (2) Shares issued;

• (b) the Convertible Notes will carry an interest rate of 4% per annum payable quarterly in either cash or Shares and Options (at the holder’s election). Any Shares and Options issued pursuant to the interest carried on the Convertible Notes will be issued at the lesser of $0.001 or 80% of the 5 Trading Day VWAP per Share together with one (1) free Option for every two (2) Shares issued;

• (c) the Convertible Notes will be issued no later than three months after the date of this meeting, and it is intended they will be issued progressively as the Company draws down on the Convertible Note facility. In this regard, the Company has applied for a waiver from ASX to permit the Convertible Notes to be issued outside of the normal three month time frame contemplated by ASX Listing Rule 7.1;

• (d) the Convertible Notes will be issued to sophisticated investors, who are not related parties of the Company;

• (e) the Shares issued on conversion of the Convertible Notes will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Options issued upon the conversion of the Convertible Notes will be issued on the terms set out in Schedule 1 of this Explanatory Statement;

• (g) the Company will make an application for Official Quotation by ASX of all Shares issued upon the conversion of the Convertible Notes;

• (h) the Company will not apply for the Official Quotation of the Options on ASX; and

• (i) the Company intends to use the funds raised from the Convertible Notes to fund working capital:

• (i) continuing development of the Company’s “Nutrimix” soil treatments;

• (ii) identifying investment opportunities for the Company; and

• (iii) working capital including corporate overheads.

2.4 Risk of voting dilution

The conversion of Convertible Notes into Shares will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the Convertible Notes, the economic and voting dilution of existing Shares would be as shown in the table below.

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Number of Shares currently on issue	Draw down amount	Dilution
543,412,896*	$100,000	100,000,000 Shares
	Dilution (%)	18.4%
	Interest for term of Convertible Notes and maximum aggregate Shares on conversion of interest	(4% of $100,000)/ (price per Share of $0.001) = 4,000,000 Shares
	Dilution (%)	0.7%
	Maximum aggregate number of Shares on conversion of interest	104,000,000 Shares
	Dilution (%)	19.1%
	$600,000 (maximum draw down amount)	600,000,000 Shares
	Dilution (%)	110.4%
	Interest for term of Convertible Notes and maximum aggregate Shares on conversion of interest**	(4% of $600,000)/ (price per Share of $0.001) = 24,000,000 Shares
	Dilution (%)	4.4%
	Maximum aggregate number of Shares on conversion of interest	624,000,000 Shares
	Dilution (%)	114.8%

*The number of Shares on issue could increase if Options currently on issue are exercised or as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

** Assumes entire facility drawn down at the commencement of the 12 month term.

The table above uses the following assumptions:

1. There are currently 543,412,896 Shares on issue as at the date of this Notice of Meeting.

2. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

3. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

4. The calculations do not take into account the further dilutionary effect on Shareholders if Options issued upon the Conversion of the Convertible Notes are subsequently exercised and converted into Shares.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

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1. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

2. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of conversion of Convertible Notes into Shares, based on that Shareholder’s holding at the date of the Meeting.

3. RESOLUTION 4 – PLACEMENT – SHARES AND OPTIONS TO RM CORPORATE FINANCE

3.1 General

Resolution 4 seeks Shareholder approval for the issue of 20,000,000 Shares and 20,000,000 Options to RM Corporate Finance (or its nominee) in consideration for services provided under a lead manager mandate between RM Corporate Finance and the Company dated 2 July 2013 ( Mandate ) (RMCF Placement ).

3.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The RMCF Placement will result in the issue of Shares and Options which constitutes giving a financial benefit. Guy Le Page is a related party of the Company by virtue of being a Director. Guy Le Page has a controlling interest in RM Corporate Finance.

The Directors (other than Guy Le Page who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the RMCF Placement because the Shares and Options will be issued to RM Corporate Finance on reasonable commercial terms in the general market for services of the nature and type being provided under the Mandate and as such the giving of the financial benefit is on arm’s length terms.

3.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the RMCF Placement involves the issue of Shares and Options to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

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3.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the RMCF Placement:

• (a) the Shares will be issued to RM Corporate Finance (or its nominee);

• (b) the maximum number of Shares to be issued is 20,000,000 and the maximum number of Options to be issued is 20,000,000;

• (c) the Shares and Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares and Options will occur on the same date;

• (d) the Shares and Options will be issued for nil cash consideration in satisfaction of services provided by RM Corporate Finance in accordance with the Mandate;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company will make an application for Official Quotation by ASX of all Shares issued;

• (g) the Options will be issued on the terms set out in Schedule 1 of this Explanatory Statement;

• (h) the Company will not apply for the Official Quotation of the Options on ASX; and

• (i) no funds will be raised from the RMCF Placement as the Shares and Options are being issued in consideration for in accordance with the Mandate.

Approval pursuant to ASX Listing Rule 7.1 is not required for the RMCF Placement as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares and Options to RM Corporate Finance (or its nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

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GLOSSARY

$ means Australian dollars.

Annual General Meeting means the Annual General Meeting of the Company which is to be held in 2013.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Soil Sub Technologies Limited (ACN 078 388 155).

Constitution means the Company’s constitution.

Convertible Note Deed Poll means the convertible note deed poll executed by the Company on 11 July 2013.

Convertible Notes means the convertible notes to be allotted by the Company to sophisticated investors with an aggregate face value not exceeding $600,000.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of Options.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

Trading Day means a day other than a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day and any other day that ASX may declare and publish is not a trading day.

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VWAP means the volume weighted average price of the Company’s fully paid ordinary shares as traded on ASX in the ordinary course of trade over a specified period prior to the relevant Conversion Date (excluding special crossings).

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1-OPTION TERMS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) Each Option will expire at 5.00pm (WST) on 30 November 2015 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.005 ( Exercise Price ).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) Subject to the Corporations Act, the Options are freely transferable.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be after the issue is announced. This may give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

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• (m) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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PROXY FORM

APPOINTMENT OF PROXY SOIL SUB TECHNOLOGIES LIMITED ACN 078 388 155

GENERAL MEETING

I/We of

==> picture [425 x 51] intentionally omitted <==

being a Shareholder entitled to attend and vote at the Meeting, hereby

appoint

	Name of proxy	Name of proxy
OR		the Chair as my/our proxy

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10:00am (Perth time), on 16 August 2013 at Level 2, 6 Kings Park Road, West Perth, Western Australia, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on business of the Meeting	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution 1 – Ratification of Prior Issue –64,458,710 Shares
Resolution 2 – Ratification of Prior Issue – 43,541,290 Shares
Resolution 3 – Issue – Convertible Notes
Resolution 4 – Placement – Shares and Options to RM Corporate Finance

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Important for Resolutions 1 to 4

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1 to 4 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1 to 4 (except where I/we have indicated a different voting intention above) and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 1 to 4 and that votes cast by the Chair for Resolutions 1 to 4, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 1 to 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 4.

If two proxies are being appointed, the	proportion of voting rights this proxy represents is	proportion of voting rights this proxy represents is	%
Signature of Shareholder(s):	Date: ______
Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director/Company	Director	Director/Company Secretary
Secretary
Contact Name: _____ Contact Ph (daytime): _____

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INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

1. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Soil Sub Technologies Limited, Level 2, 6 Kings Park Road, West Perth WA 6872; or

• (b) facsimile to the Company on facsimile number +61 8 9321 8399,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

3132-03/980166_3

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