PRESTAL HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2007

Jul 12, 2007

SYMEX HOLDINGS LIMITED ABN 29 091 035 353

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the members of Symex Holdings Limited ("Company") will be held at 14 Woodruff Street, Port Melbourne, Victoria, at 10.00 am on 14 August 2007.

BUSINESS

1 RATIFICATION AND APPROVAL OF SECURITIES ISSUES – ACQUISITION OF DCS

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

• 1.1 That approval and ratification is given under Listing Rule 7.4 for the issue of 10.8 million ordinary fully paid shares and 2 million options to the entities, and on the terms and conditions, set out in the attached Explanatory Memorandum.
• 1.2 That approval is given under Listing Rule 7.1 for the proposed issue of 6 million options to the entities, and on the terms and conditions, set out in the attached Explanatory Memorandum.

Short Explanation

As announced to the market on 28 May 2007, Symex has acquired DCS International Pty Ltd ("DCS") from entities associated with Allister Tomkins and Greg Tremewen. As part of that transaction, Mr Tomkins and Mr Tremewen have become executive directors of Symex and Symex has agreed to issue them with certain options described in the Explanatory Memorandum.

The Board of Symex is allowed to issue up to 15% of its issued capital without shareholder approval each 12 months. The securities described in resolution 1.1 above were issued without shareholder approval and were within this limit. Under the Listing Rules, Symex can seek shareholder ratification of an issue made within the 15% limit, and, if given, the effect of the ratification is to deem that the shares issues were issued with shareholder approval, meaning that, from the date of the approval, the Board is again able to issue up to a further 15% of the issued capital without shareholder approval.

The purpose of this resolution is to seek this ratification.

Concerning resolution 1.2, as stated, the Board of Symex is allowed to issue up to 15% of its issued capital without shareholder approval each 12 months. Given the securities issued without shareholder approval described above, the securities to be issued would exceed the 15% limit

therefore the purpose of this resolution is to seek shareholder approval for their issue.

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolutions 1.1 and 1.2 by a recipient of the securities described in paragraph 2.2(b) and 2.3(b) of the Explanatory Memorandum, or any associate of a recipient.

However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides (and the acknowledgment box on the proxy form in relation to this resolution is marked).

Further details of this resolution are set out in the Explanatory Memorandum.

2 APPROVAL TO ISSUE SECURITIES UNDER CONVERTIBLE LOAN

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

• 2.1 That approval is given under Listing Rule 7.1 for the Company to give an option to the entities described in Table 1 of the Explanatory Memorandum to convert the Convertible Loans into fully paid ordinary Shares in the amounts described in Table 1 of the Explanatory Memorandum, on the terms and conditions, and at the times, set out in the Explanatory Memorandum.
• 2.2 That approval is given under Listing Rule 10.11 for the issue of an option to convert Convertible Loans into ordinary Shares as set out in resolution 2.1 to parties that are related parties as described in paragraph 3.2(c) of the Explanatory Memorandum.

Short Explanation

The Company has issued convertible loans which are convertible or repayable by certain dates set out in paragraph 3.1 of the Explanatory Memorandum.

The Board of the Company is allowed to issue up to 15% of its issued capital without shareholder approval each 12 months. The option to convert the loans, and the resulting issue of shares to be issued on the conversion of the loans will either count towards or exceed the 15% limit therefore the purpose of this resolution is to seek shareholder approval for the conversion. The effect of this approval is that the option to convert the loans, and the shares issued on conversion will not count towards the 15% limit.

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolution 2.1 and 2.2 by a recipient of the Shares described in Table 1 of the Explanatory Memorandum, or any associate of a recipient.

However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides (and the acknowledgment box on the proxy form in relation to this resolution is marked).

Further details of this resolution are set out in the Explanatory Memorandum.

By order of the Board:

Oliver Carton Company secretary Dated: 5 July 2007

NOTES

• 1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to vote instead of the member.
• 1. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise one half of the member's votes.
• 1. A proxy need not be a member of the Company.
• 1. The proxy form must be signed by the member or the member's attorney. Proxies given by corporations must be executed under seal or signed under the hand of a duly authorised officer or attorney.
• 1. To be valid, the enclosed proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy of it) must be lodged:
  • a) at the offices of the Share Registry PO Box R67, Royal Exchange, Sydney NSW 1223;
  • b) by faxing it to the share registry office on fax number (02) 9279 0664;
  • c) at the registered office of the Company 14 Woodruff Street, Port Melbourne VIC 3207; or
  • d) by faxing it to the registered office on (03) 9645 3001,

not later than 48 hours before the time for commencement of the meeting.

• 1. A person may attend the meeting under an appointment of corporate representative pursuant to section 250D of the Corporations Law or Power of Attorney only if a copy of that duly executed appointment or Power of Attorney is lodged with the share registry or produced prior to the commencement of the meeting.
• 1. The Directors have determined that, for the purpose of voting at the meeting, Shares will be taken to be held by the registered holders at 7.00 pm on 13 August 2007*.*

EXPLANATORY MEMORANDUM

INTRODUCTION

The following information provides a detailed explanation on resolutions 1 and 2 as set out in the Notice of General Meeting.

1. RESOLUTION 1 - RATIFICATION AND APPROVAL OF SECURITIES ISSUES – ACQUISITION OF DCS

1.1 Summary of proposal

(a) Introduction

As announced to the market on 28 May 2007, Symex has completed the acquisition of DCS International Pty Ltd ("DCS"). The Acquisition Agreement required Symex to issue securities on completion, and further securities once shareholder approval had been obtained, as follows:

Securities issued on completion –	10.8 million fully paid ordinary Shares.2 million $0.55 call options expiring 30.06.10
Further options -	2 million $0.70 call options expiring 30.06.102 million $0.80 call options expiring 30.06.10
	2 million $0.90 call options expiring 30.06.10

These resolutions seek ratification of the securities issued on completion, and approval to issue the further options.

(b) Description of DCS's Business

DCS is an importer and distributor of a range of chemicals and soap related products with a focus on markets associated with the Symex and Pental businesses. The Symex Directors believe that the acquisition will deliver a number of operational synergies and that the acquisition will improve Symex's position in the Australian market.

While somewhat smaller than Symex, DCS is a significant importer of oleo and oleobased products with a stronger presence in the vegetable oil based sector of the industry. Thus, the DCS business compliments the Symex business.

Following legal and accounting due diligence, the Symex Board agreed to acquire DCS for the consideration set out in paragraph 2.1(a) using financial information including the following:

Net assets	$1.4 million
Forecast EBIT FY 2008	$2.7 million

The above information does not include any synergies resulting from the merger of the Symex and DCS businesses. The price represents approximately 4 times DCS forecast FY2008 earnings before interest and tax and the acquisition will be immediately earnings per share positive.

(c) Consideration

Symex has acquired all the issued securities in DCS for the consideration set out in paragraph 2.1(a) in the form of shares and options.

Shares were issued at a nominated value of $0.50 each for a total consideration of $5.4 million. On the last trading day before the announcement of the acquisition, being 25 May 2007, Symex shares closed at 47.5 cents. At the date of this Notice of Meeting, Symex shares last traded at $0.64.

Options were issued as part of the employment conditions of Greg Tremewen and Allister Tomkins. Messrs Tremewen and Tomkins have become executive directors of Symex as a result of the acquisition of DCS. Each received half of the options set out in paragraph 3.1(a).

If either Mr Tomkins or Mr Tremewen cease to be employees of Symex before exercising their options, then their options lapse.

The directors determined to issue the options for the following reasons.

• (i) The options are structured so that the recipient receives greater value from the options as greater value is returned to shareholders in the form of an increased share price. The options therefore further align the interest of the recipient with the interests of shareholders.
• (ii) The options are structured to retain the recipients, as they must be employees of the Company when they exercise the options.
• (iii) The issue provides incentive for the recipients to continue endeavors on behalf of the Company, without a large cash outlay.

(d) Options valuation and other information

For the benefit of shareholders, the Company valued the options using the binomial method. The following assumptions were used:

Underlying Share price	$0.50
Risk free rate	6%
Exercise price	70c	80c	90c
Value per option	4.72c	5.54c	3.75c

Shareholders should note that an ordinary share in the Company has traded in the range of between $0.45 and $0.92 during the last 12 months.

Shareholders should also note that, prior to the DCS acquisition, Messrs Tremewen and Tomkins each held 1,111 and 111 shares in the Company respectively.

1.2 Listing Rule requirements for resolution 1.1

(a) ASX Listing Rule 7.4

Listing Rule 7.4 enables the Company to ratify an issue of shares made without prior shareholder approval under Listing Rule 7.1 if:

• (i) the issue of shares did not breach Listing Rule 7.1; and
• (ii) shareholders subsequently approve the issue of those shares by the Company.

In general terms, Listing Rule 7.1 allows the Company to issue up to 15% of its issued capital without the need for approval from shareholders, with some exceptions. The issue of the shares and 2 million options the subject of this resolution was not in breach of Listing Rule 7.1.

The directors seek approval and ratification from shareholders pursuant to Listing Rule 7.4 for the issue of the shares and 2 million options.

(b) ASX Listing Rule 7.5

ASX Listing Rule 7.5 lists information which must be contained in the Notice of General Meeting and Explanatory Memorandum where shareholders will consider a resolution pursuant to ASX Listing Rule 7.4. This information is set out below:

(i) The number of securities allotted: the Company allotted 10.8 million fully paid ordinary shares and 2 million options.

(ii) The issue price of the securities: this information is set out in paragraph 2.1(a) and (c).

(iii) The names of the allottees: the allotees are Linford Nominees Pty Ltd as trustee of the Tremewen Family Trust (5,400,000 ordinary shares), NM Holdings Pty Ltd as trustee of the Tomkins Family Trust (5,400,000 ordinary shares), Allister Tomkins (1,000,000 options) and Greg Tremewen (1,000,000 options).

(iv) The terms of the securities: the shares are fully paid ordinary shares in the Company and rank pari passu with other fully paid ordinary shares on issue. The terms of the options are set out in paragraph 2.1.

(v) The use or intended use of the funds raised: this information is set out in paragraph 2.1

(vi) A voting exclusion statement: this information is set out in the Notice of Meeting.

1.3 Listing Rule requirements for resolution 1.2

(a) Listing Rule 7.1

Listing Rule 7.1 provides that a company must not issue more equity securities than the number calculated in accordance with a formula contained in that Listing Rule without the approval of its Shareholders.

Essentially, the formula in Listing Rule 7.1 provides that a company must not make or agree to make, during any 12 months, a new issue of equity securities where that issue or those issues of securities would represent more than 15% of the company's existing fully paid ordinary Shares without first obtaining the approval of its ordinary Shareholders in a general meeting of the company.

The Directors seek approval from Shareholders under Listing Rule 7.1 for the issue of the 6 million further options described in paragraph 2.1(a).

(b) Listing Rule 7.3

Listing Rule 7.3 requires certain information to be contained in the Notice of General Meeting and Explanatory Memorandum where Shareholders will consider a resolution under Listing Rule 7.1. This information is set out below in relation to the proposed allotment of options.

• (i) The maximum number of securities to be issued: 6 million options.
• (ii) The date by which the securities will be issued: within 1 month of the date of this meeting.
• (iii) The issue price of the securities: the options do not have an issue price but their exercise prices are set out in paragraph 2.1(a)
• (iv) The names of the allottees (if known) or the bases upon which the allottees will be determined: the allotees are Allister Tomkins (3,000,000 options) and Greg Tremewen (3,000,000 options).
• (v) The terms of the securities: The terms of the options are set out in paragraph 2.1.
• (vi) The intended use of the funds raised: no funds will be raised as a result of the issue of the options.
• (vii) The dates of allotment or a statement that allotment will occur progressively: within 1 month of the date of this meeting.
• (viii) A voting exclusion statement: this information is set out in the Notice of Meeting.

2 RESOLUTION 2 - APPROVAL TO ISSUE SECURITIES UNDER CONVERTIBLE LOAN

2.1 Summary of proposal

As previously announced to the market on 26 June 2007, the Company has borrowed $3,000,000 by way of convertible loans from the parties and in the proportions set out in Table 1 ("Convertible Loans").

The Convertible Loans and interest payable are convertible into ordinary shares in the Company at the option of the lender at the following rate:

Conversion	The Conversion Price is calculated as follows:
Price	A 10% discount to the Share VWAP provided that the
	minimum Conversion Price is $0.40 and the maximum
	conversion price is $0.50

Share VWAP means the weighted average price of Symex Shares traded on ASX over the 5 Business Days immediately preceding the closing of the rights issue.

The Lender can only convert on two dates, being the Conversion Date (which is the allotment date under a rights issue to be undertaken by Symex) and the Maturity Date which is 31 December 2007. At that time the outstanding loan and interest payable are convertible into ordinary shares.

Shareholder approval must be obtained if required before any conversion can occur. If shareholder approval is not obtained and is required, the Company must repay the Convertible Loan at the Maturity Date, or the Lender can, if agreed to by the lender, extend the Convertible Loan until such time as conversion is allowed under the ASX Listing Rules. The proposed resolution gives that approval as it allows the Company to issue a security to the Lenders, being the option to convert the Convertible Loans into Shares.

Interest is payable on amounts outstanding under the Convertible Loan at a rate of 8% per year calculated daily.

The funds were raised to provide working capital for the Company.

The Board recommends that shareholders approve the issue of the Shares on conversion as the conversion preserves the cash resources of the Company.

2.2 Listing Rule requirements for resolution 2

(a) Listing Rule 7.1

As stated above in paragraph 2.1, Listing Rule 7.1 provides that a company must not issue more equity securities than the number calculated in accordance with a formula contained in that Listing Rule without the approval of its Shareholders.

The Directors seek approval from Shareholders under Listing Rule 7.1 to issue the Lenders of the Convertible Loans the option to convert the Convertible Loans into Shares, and thereby, the issue of the Shares described in paragraph 3.1. Without shareholder approval the option to convert the Convertible Loans into Shares would either count towards or exceed the 15% limit. The effect of this approval is that the option to convert the Convertible Loans, and the shares issued on conversion, will not count towards the 15% limit.

(b) Listing Rule 7.3

Listing Rule 7.3 requires certain information to be contained in the Notice of General Meeting and Explanatory Memorandum where Shareholders will consider a resolution under Listing Rule 7.1. This information is set out below in relation to the proposed allotment of Shares.

• (i) The maximum number of securities to be issued: this information is set out in Table 1.

• (ii) The date by which the securities will be issued: the option to convert the Convertible Loans into Shares will be issued within 1 month of the date of this meeting, and any Shares issued as a result of the conversion will be issued no later than 1 month from 31 December 2007.

• (iii) The issue price of the securities: this information is contained in paragraph 3.1.

• (iv) The names of the allottees (if known) or the bases upon which the allottees will be determined: this information is set out in Table 1.

• (v) The terms of the securities: the option to convert will be a right to convert outstanding Convertible Loans and interest into Shares on the terms described in paragraph 3.1. The Shares issued will be fully paid ordinary Shares ranking equally in all respects with all other fully paid ordinary Shares currently on issue.

• (vi) The intended use of the funds raised: the funds raised under the Convertible Loan were used for working capital purposes.

• (vii) The dates of allotment or a statement that allotment will occur progressively: The option to convert the Convertible Loans into Shares will be issued 1 month from the date of this meeting. The Company intends to allot the Shares on conversion no later than 1 month from 31 December 2007.

• (viii) A voting exclusion statement: this has been set out in the Notice of Meeting.

(c) Listing Rule 10.11 and 10.13

Listing Rule 10.11 requires shareholder approval to be given before securities are issued to related parties. "Related parties" is defined to include directors and certain entities associated with directors. In this case, entities listed in Table 1, being PJR Superannuation Pty Ltd ACN 092 072 001 and PMSF Co Pty Ltd ATF Penfold Motors Burwood Super Fund are controlled by the directors Peter Robinson and Alan Johnstone respectively. A separate approval is therefore required before these entities can be issued the option to convert their loans into shares.

Listing Rule 10.13 requires certain information to be contained in the Notice of General Meeting and Explanatory Memorandum where shareholders will consider a resolution under Listing Rule 10.10. This information is set out in this section and section 3.2(b) above, apart from the following.

(i) The dates of allotment or a statement that allotment will occur progressively: The option to convert the Convertible Loans into Shares will be given 1 month from the date of this meeting. The Company intends to allot the Shares on conversion no later than 1 month from 31 December 2007.

Shareholders should also note that, at the date of this Notice of Meeting, Alan Johnstone and Peter Robinson hold a relevant interest in the following Symex securities:

Alan Johnstone	8,873,268 ordinary shares
Peter Robinson	154,520 ordinary shares

Table 1 - Table of lenders

Lender	Amount ($)	Max no of shares (incinterest payable)
PMSF Co Pty Ltd ACN 064 034 215ATF Penfold Motors Burwood Super Fund	1,500,000	3,906,986
PJR Superannuation Pty Ltd ACN 092 072 001 astrustee of the PJR Superannuation Fund	250,000	651,164
Orbis MIS – Orbis/SM Australia Equity Fund	500,000	1,302,329
Nelson River International Limited	250,000	651,164
John Lynch	250,000	651,164
William Graham	250,000	651,164
TOTAL	3,000,000	7,813,971