PPK GROUP LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 16[th] Annual General Meeting of shareholders of PPK Group Limited ACN 003 964 181 (“the Company”) will be held at The Grace Hotel, 77 York Street, Sydney commencing at 3:00 pm (Sydney time) on Tuesday, 23 November 2010. Registration will open at 2:30 pm.

AGENDA

Ordinary Business

1. Financial & Statutory Reports

To receive and consider the Financial Statements of the Company and the Reports of the Directors and of the Auditor for the financial year ended 30 June 2010.

2. Adoption of “Remuneration Report”

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

“That the Remuneration Report of the Company for the financial year ended 30 June 2010 is adopted.”

Note: In accordance with section 250R of the Corporations Act 2001, the vote on this resolution will be advisory only and will not bind the directors or the Company. The Remuneration Report can be found on pages 11 to 17 of the Company’s 2010 Annual Report.

3. To re-elect a non-executive director

Raymond Beath retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election.

Information regarding the qualifications and experience of Mr Raymond Beath is included on page 8 of the Company’s 2010 Annual Report.

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

“That Raymond Beath be re-elected as a director of the Company.”

Special business

4. Amendments to Constitution

That the Constitution of the Company be amended by:

(a) Deleting Clauses 31.1 to 31.2 and inserting the following:
- “31.1 Paying a dividend

The Directors may from time to time declare or decide that a dividend (whether interim, final or otherwise) is payable and fix the amount, the time for payment and the method of payment. A decision to pay a dividend may be revoked at any

time before the Company’s shares are quoted on the Exchange on an ex-dividend basis in relation to the dividend ”;

(b) In Clause 31.2, inserting the words “[Intentionally Deleted]” ;
(c) Deleting Clause 31.4 and substituting the words “ No dividend shall bear interest against the Company ”.
(d) Deleting Clause 31.5 and substituting the following:

“A determination by the Directors as to the financial position of the Company and the amount available to be paid by way of dividends is conclusive evidence of the amount so available.” ;

(e) In Clause 31.6, deleting the words “not to divide” .

5. Other business

To transact any other business that may be brought forward in conformity with the Constitution of the Company.

DATED : 20 October 2010

BY ORDER OF THE BOARD

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Robert Nicholls

Company Secretary

Appointment of Proxies

A member who is entitled to attend and vote at the meeting may appoint a proxy to attend and vote at the meeting on behalf of that member. A proxy may be an individual or body corporate and is not required to be a member of the Company. A member who is entitled to cast two or more votes at the meeting may appoint two proxies. Where a member appoints two proxies, the member may specify the proportion or number of votes each proxy is appointed to exercise Where a member appoints two proxies but does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the members votes. Fractions will be disregarded.

A member may direct the member’s proxy how to vote on the proposed resolutions by following the instructions on the Proxy Form that accompanies this Notice of Meeting.

A proxy may decide whether or not to vote on a proposed resolution, except where required by law or the Company’s Constitution to vote. If the member appointing the proxy:

directs the proxy how to vote on a proposed resolution, then the proxy may vote on that resolution only in the way directed;
does not direct the proxy how to vote on a proposed resolution, then the proxy may vote on that resolution as the proxy thinks fit.

If a member appoints the Chairman of the meeting as proxy and does not direct the Chairman how to vote on an item of business, then, if a poll is called on that item, the Chairman will vote as proxy for that member in favour of that item of business.

To be effective, proxy forms must be received:

at the PPK Group Limited Share Registry, c/- Registries Limited, Level 7, 207 Kent Street Sydney NSW 2000, or GP0 Box 3993, Sydney NSW 2001;
by facsimile on + 61(02) 9290 9655;
online: www.registries.com.au/vote/ppkagm2010;
by 3:00pm (Sydney time) on or by 21[st] November 2010.

Proxies received after the nominated time will not be effective for the scheduled meeting.

A form of proxy accompanies this Notice of Meeting and must be completed in accordance with the instructions ‘How to complete the proxy form’ provided with the Proxy Form.

Corporate representatives

A body corporate that is a member, or that has been appointed as a proxy of a member, may appoint an individual to act as its representative at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act 2001. The representative should bring to the meeting evidence of his or her appointment including the authority under which it is signed unless the evidence has previously been given to the Company.

Determination of entitlements to attend and vote at the meeting

The Company has determined that the shares of the Company on issue as at 3:00pm (Sydney time) on Sunday, 21 November 2010 will be taken, for the purposes of the meeting, to be held by the persons who held them at that time. Accordingly, the persons entitled to attend and vote at the meeting will be the registered holders of the Company’s shares at that time.

Shareholder questions

This year, the Company continues to offer a facility for shareholders to submit written questions in advance of the meeting. To submit a written question, please complete and return the accompanying form in accordance with the instruction on the form. The form must be received by the Company no later than 18 November 2010. Questions should relate to matters that are relevant to the business of the meeting as outlined in this Notice of Meeting.

Questions will be collated and, during the meeting, the Chairman will seek to address as many of the more frequently raised topics as possible and, where appropriate, will give a representative of BDO Kendalls Audit (NSW-Vic) Pty Limited, the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

Explanatory Note

This Explanatory Note is an explanation of, and contains information relevant to, item 4 in this Notice of Annual General Meeting and should be read together with that Notice.

The purpose of the proposed amendments is to align the Company’s Constitution with recent amendments to the Corporations Act 2001 relating to the payment of dividends by a company. Previously, a company could only pay dividends out of company profits. The Corporations Amendment (Corporate Reporting Reform) Act 2010 has replaced this requirement on and from 28 June 2010, so that a company may only pay a dividend if all of the following three tests are satisfied:

Balance sheet test: The Company’s assets must exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend.

Fair to shareholders: The payment of the dividend is fair and reasonable to the Company’s shareholders as a whole.

No material prejudice to creditors: The payment of the dividend does not materially prejudice the Company’s ability to pay its creditors.

References in the Company’s Constitution to dividends being paid out of profits are therefore no longer consistent with the Corporations Act and are considered by the Board to be inappropriate as their retention may require the Company to comply with the “profits test” in addition to the above tests.

The proposed amendments also remove the specific power given under Clause 31.1 to the members in general meeting to declare a dividend not exceeding the amount recommended by the Directors.

The Board unanimously recommends that shareholders vote in favour of this resolution.

PPK Group Limited ABN 65 003 964 181

PPK Group Limited

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61

2 9290 9600

Name and Address

FACSIMILE

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 3.00 pm (ADST) on SUNDAY 21[st] NOVEMBER 2010

TO VOTE ONLINE

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

Reference Number: <HIN/SRN> Please note it is important you keep this confidential

STEP 1 : VISIT www.registries.com.au/vote/ppkgroupagm2010 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 3.00 pm (ADST) on Tuesday, 23[rd] November 2010 . Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxies may be lodged:

BY MAIL - Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Vote online at:

www.registries.com.au/vote/ppkgroupagm2010 or turnover to complete the Form 

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

STEP 1 - Appointment of Proxy

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

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----- Start of picture text ----- the Chairman ofthe Meeting (mark with an OR‘X’)----- End of picture text -----

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of PPK Group Limited to be held at the Grace Hotel, 77 York Street, Sydney, NSW 2000 on Tuesday the 23[rd] November 2010 at 3.00 pm (ADST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

STEP 2 - Voting	directions to your Proxy – please markto indicate your directions	directions to your Proxy – please markto indicate your directions
Ordinary Business		For	AgainstAbstain*
Resolution 2	Adoption of “Remuneration Report”

Resolution 3	To re-elect a non-executive director, Mr Raymond Beath
Special Business
Resolution 4	Amendments to Constitution

In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

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

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----- Start of picture text ----- STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.Individual or Securityholder 1 Securityholder 2 Securityholder 3Sole Director and Sole Company Secretary Director Director/Company SecretaryContact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2010----- End of picture text -----