PRL GLOBAL LTD — AGM Information 2003

Apr 9, 2003

Asset Backed Holdings Limited ABN 70 006 788 754

Level 2. Troika House 129 Melville Parade, Como Western Australia 6152

Postal: Locked Bag 4 COMO WA 6952

Phone: (618) 9474 1799 Fax: (618) 9474 2281

Email: email@abh.com.au

ASSET BACKED HOLDINGS LIMITED

10 April 2003

BY EMAIL

The Companies Announcement Office Australian Stock Exchange Ltd Level 10 Exchange Centre 20 Bond Street SYDNEY NSW 2000

Dear Sir

ANNUAL GENERAL MEETING

Please see attached a letter from the Chairman, Notice of Meeting, Explanatory Statement and Proxy Form that will be dispatched to all shareholders on or before 15th April 2003.

The Company's Annual General Meeting has been set down for Friday, 16th May at 10 am to be held at Como Resort Apartments, Suite 16, 137 Melville Parade, Como.

Yours faithfully

NIELS J KROYER Company Secretary

Enc

Asset Backed Holdings Limited ABN 70 006 788 754

Level 2, Troika House 129 Melville Parade, Como Western Australia 6152

Postal: Locked Bag 4 COMO WA 6952

Phone: (618) 9474 1799 Fax: (618) 9474 2281

Email: email@abh.com.au

14 April 2003

Dear Shareholder

Despite a number of challenges, the Company made significant progress through the year.

Our shareholding in our two principal investments. Phosphate Resources Limited and Aliquot Asset Management Limited have increased and divestments of our shareholding in Allied Mining & Processing Limited and Commerce Australia Pty Ltd were concluded.

We continue to examine various possibilities as to the best direction of our Company. A number of alternative scenarios have been presented to us and all are being considered, including ways in which our investment in Phosphate Resources Ltd could be the basis of a greater focus.

In the Operations Review the performance of Phosphate Resources Limited and Aliquot Asset Management Limited are discussed in greater detail together with the recent investment made in North West Express Line. We remain confident all companies will remain viable and improve their financial performance.

The composition of your board is under review. Your board has noted the corporate governance changes proposed by the Australian Stock Exchange and is actively considering the services of additional directors to help in meeting these new requirements.

My thanks are extended to my fellow Board members who work with me, as well as our recently retired Director. I would also like to acknowledge with gratitude the support we receive from the staff associated with our principal investment companies.

Yours faithfully

MICHAEL D. PERROTT CHAIRMAN

ASSET BACKED HOLDINGS LIMITED

(ABN 70 006 788 754)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Asset Backed Holdings Limited will be held at 10.00 am on Friday 16 May 2003 at the Como Resort Apartments, Suite 16, 137 Melville Parade, Como in Western Australia for the purpose of transacting the following business:

To consider and if thought fit to pass the following Resolutions with or without amendment:

$\mathbf{1}$ ADOPTION OF ANNUAL FINANCIAL REPORT - AS AN ORDINARY RESOLUTION

That the Annual Financial Report including the statements of financial performance, statements of financial position, statements of cash flow, including the Directors' declaration and accompanying reports of the Directors and Auditors for the Financial Year ending 31 December 2002 be approved and adopted.

$2.$ RE-ELECTION OF LUDGER KOHMÄSCHER AS A DIRECTOR - AS AN ORDINARY RESOLUTION

That Ludger Kohmäscher who having been elected to fill a casual vacancy holds office until this Annual General Meeting under clause 21.3(1) of the Constitution and being eligible, offers himself for re-election and is hereby re-elected as a Director of the Company.

$31$ RE-ELECTION OF PETER ERNEST HUSTON AS A DIRECTOR - AS AN ORDINARY RESOLUTION

That Peter Ernest Huston, who retires by rotation under clause 21.3(2) of the Constitution of the Company and being eligible offers himself for re-election and is hereby re-elected as a Director of the Company.

$\ddot{4}$ . INCREASE IN DIRECTORS' RENUMERATION - AS AN ORDINARY RESOLUTION

That in accordance with clause 22.1 of the Company's Constitution and in accordance with Listing Rule 10.17 of Australian Stock Exchange Limited, Directors' fees be authorised to be paid up to a maximum aggregate of $250,000 for each financial year commencing 1 January 2003, being an increase of $100,000 per annum, with such fees to be divided between the Directors in such fixed proportions as the Directors determine.

Voting exclusion statement:

In accordance with Listing Rules 10.17.1 and 14.11.1 of Australian Stock Exchange Limited the Company will disregard any votes cast on Resolution 5 by Michael Delaney Perrott, Peter Ernest Huston, David Anthony Argyle and Ludger Kohmäscher and by any associate of these persons.

$\overline{2}$

However, the Company need not disregard a vote if:

• $(1)$ it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions of the proxy form; or
• $(2)$ 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.

NOTES:

• $1.$ For more details concerning the background and circumstances relating to these Resolutions, Shareholders are directed to the Explanatory Statement accompanying this Notice of Meeting, which Explanatory Statement is hereby deemed to be incorporated in, and to form part of this Notice of Meeting.
• $2.$ A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. A proxy need not be a Shareholder of the Company.

DATED this

day of April 2003.

By the order of the Board of Directors.

NIELS J KROYER Company Secretary

(ACN 006 788 754)

NOTICE OF ANNUAL GENERAL MEETING

IN RELATION TO THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AT COMO RESORT APARTMENTS. SUITE 16, 137 MELVILLE PARADE COMO IN WESTERN AUSTRALIA AT 10.00 AM ON FRIDAY, 16 MAY 2003

(ABN 70 006 788 754)

EXPLANATORY STATEMENT

DATED 10 April 2003

This Explanatory Statement has been prepared to provide background information for the Shareholders of Asset Backed Holdings Limited (the "Company") in connection with Resolutions 1 to 5 (inclusive) which are the subject of the Annual General Meeting of Shareholders of the Company ("Shareholders") to be held at 10.00 am on Friday, 16 May 2003 at the Como Resort Apartments, Suite 16, 137 Melville Parade, Como in Western Australia

RESOLUTION 1 - ADOPTION OF ANNUAL FINANCIAL REPORT - AS AN $\mathbf{1}$ ORDINARY RESOLUTION

• $1.1$ The Company has made available to the Shareholders copies of the Annual Report of the Company. including the Financial Statements to 31 December 2002.
• $1.2$ The Directors recommend the approval of Resolution 1 to all Shareholders.

RESOLUTION 2 - RE-ELECTION OF LUDGER KOHMÄSCHER AS A $21$ DIRECTOR - AS AN ORDINARY RESOLUTION

• $2.1$ Clauses 21.3(1) and 21.6 of the current Constitution of the Company together provide that a Director appointed to fill a casual vacancy holds office only until the next Annual General Meeting of the Company and is then eligible for re-election.
• $2.2$ Ludger Kohmäscher was appointed to fill a casual vacancy and now offers himself for re-election in accordance with the current Constitution of the Company.
• $23$ The Directors recommend the approval of Resolution 2 to all Shareholders.

RESOLUTION 3 - RE-ELECTION OF PETER ERNEST HUSTON AS A $31$ DIRECTOR - AS AN ORDINARY RESOLUTION

• $3.1$ Clause 21.3(2) of the current Constitution of the Company provides that at least one third of the Directors must stand for re-election by rotation each year commencing with the Director who has been in office the longest.
• $3.2$ Mr Peter Huston has been in office the longest and accordingly automatically retires under the rotation requirements in the Constitution. In accordance with clause 21.3(2) of the Constitution Peter Huston offers himself for re-election as Director of the Company.
• $3.3$ The Directors recommend the approval of Resolution 3 to all Shareholders.

RESOLUTION 4 - INCREASE IN DIRECTORS' REMUNERATION - AS AN 4. ORDINARY RESOLUTION

• $4.1$ The current maximum payable for Directors' remuneration contained in the Company's Constitution is $150,000 per annum. The Directors of the Company seek Shareholders' approval to increase this maximum amount by $100,000 to $250,000 per annum for the following reasons:
  • the Board of Directors considers that having regard to independent $(1)$ industry data, the current cap of a maximum aggregate amount of $150,000 split amongst the non-executive Directors is unlikely to be sufficient to retain or attract non-executive independent Directors having the appropriate qualifications and experience; and
  • $(2)$ the Board seeks flexibility within the maximum aggregate amount of $250,000 to appoint further non-executive independent Directors to enhance the capability of the Board and deal with the various investments of the Company now and in the future.
• 42 The Directors do not intend increasing the current Directors' remuneration, which is $2,000 per month for non-executive Directors. The Directors do not intend utilising all of the maximum sum of $250,000 in the first instance. By having an increase in the maximum amount that can be paid to Directors, the Directors have the flexibility to seek new independent non-executive Directors to the Board.
• 4.3 The increase should also be seen in light of the ASX Corporate Governance Council recommended Principles of Good Corporate Governance and Best Practice Recommendations where the Company will seek an additional independent non-executive Chairman and to have the flexibility to attract and remunerate the best suitable candidate for the Company.
• $4.4$ Shareholders' attention is drawn to the voting exclusion statement contained in the Notice of Annual General Meeting.

(ACN 006 788 754)

EXPLANATORY STATEMENT

IN RELATION TO THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AT COMO RESORT APARTMENTS, SUITE 16, 137 MELVILLE PARADE COMO IN WESTERN AUSTRALIA AT 10.00 AM ON FRIDAY, 16 MAY 2003

(ABN 70 006 788 754)

Registered Office: Level 2. Troika House 129 Melville Parade COMO WA 6152 Telephone: (08) 9474 1799 Fax: (08) 9474 2281

PROXY FORM

INVersion of the contract of the contract of the contract of the contract of the contract of the contract of the

$of$ and $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$

being a member/members of the above named company, HEREBY APPOINT

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in respect of the two works of my voting rights, and

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------------------------------------------------------------------	----------------------------------------------------

in respect of _____________% of my voting rights,

or failing him or her the Chairman of the Meeting as my/our Proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10.00 am on Friday, 16 May 2003 at Como Resort Apartments, Suite 16, 137 Melville Parade, Como in Western Australia and at any adjournment thereof in the manner indicated below or, in the absence of indication, as my/our Proxy thinks fit.

DIRECTION OF PROXIES

If you do not wish to direct your proxy how to vote, please mark an "X" in this box. $\square$

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he/she has an interest in the outcome of the Resolution and votes cast by him/her other than as proxy holder will be disregarded because of that interest.

Proxies lodged in favour of the Chairman which do not contain instructions on how to vote will be exercised by the Chairman in favour of the Resolutions.

INSTRUCTIONS AS TO VOTING

BUSINESS:				Please indicate with an "X"how you wish your vote to be cast
ORDINARY RESOLUTIONS:			FOR	AGAINST	ABSTAIN
	Resolution 1 - Adoption of Annual Financial Report
	Resolution 2 - Re-election of Ludger Kohmäscheras a Director
	Resolution 3 - Re-election of Peter Ernest Hustonas a Director
	Resolution 4 - Increase in Directors' Remuneration
* if you mark the Abstain box for a particular item, you are directing your proxy not to vote on thatitem on a show of hands, or on a poll or if your votes entitlement cannot be voted by the Chairmanof the Meeting, your votes will not be counted in calculating the required majority on a poll.
Signed this	day of				2003.
AUTHORISED SIGNATURE/S
[If the Shareholder is an Individual]
Shareholder [1]
Signed by the shareholder

in the presence of

Shareholder [2]

Signed by the shareholder

in the presence of

[If the Shareholder is a Company]

Shareholder [1]

SIGNED BY

in accordance with section 127 of the Corporations Act:

Director*/Sole Director Sole Secretary* [*Strike out as appropriate]

Director*/Secretary* [*Strike out as appropriate]

Shareholder [2]

SIGNED BY

in accordance with section 127 of the Corporations Act:

Director*/Sole Director Sole Secretary* [*Strike out as appropriate]

Director*/Secretary* [*Strike out as appropriate] $\mathcal{E}$ $\mathcal{E}$

$\big)$ $\mathcal{E}$ )

NOTES:

• A member entitled to attend and vote at a meeting of shareholders of the Company is $\mathbf{1}$ . entitled to appoint not more than two Proxies to attend and vote instead of the member.
• $21$ If two Proxies are appointed, each Proxy must be appointed to represent a specified proportion of the member's voting rights.
• $\overline{3}$ A Proxy need not be a member of the Company.
• $\overline{4}$ . If two Proxies are appointed but no percentages are specified, the Corporations Act provides that each Proxy may exercise half the member's votes.
• 1. In the case of joint shareholders, this form must be signed by at least one of the joint holders, personally or by their attorney.
• 1. Corporate shareholders may execute this form under Common Seal or without Common Seal. The form must in both cases either be witnessed by or be signed by:
  • $(1)$ two directors of the company; or
  • $(2)$ a director and a company secretary of the company; or
  • for a proprietary company that has a sole director who is also the sole company $(3)$ secretary - that director. For the purposes of the Corporations Act where the form is signed by one person the Company is entitled to assume that the form has been duly executed, but only if it is stated next to the signature that the person acts in the capacity of sole director and sole company secretary of the Company.
• $\overline{7}$ . To be effective, this Proxy together with any Power of Attorney under which it is executed or a notarially certified copy of the Power of Attorney, must be delivered to the Company:

At its Registered Office By Hand or By Mail Addressed to: Addressed to:

The Company Secretary	The Company Secretary
Asset Backed Holdings Limited	Asset Backed Holdings Limited
Level 2, Troika House	Locked Bag 4
129 Melville Parade	COMO WA 6952
COMO WA 6152

To be received by the Company at its Registered Office no later than 10.00 am on Wednesday, 14 May 2003.

Corporate Shareholders may appoint an individual as a representative to attend and vote for that corporation at the meeting in accordance with the Corporations Act. Appointments of representatives by corporations must be received by the Company no later than 10.00 am on Wednesday, 14 May 2003.

• 1. An electronically transmitted facsimile of any instrument appointing a Proxy received by the Company prior to the time referred to in paragraph 7 above and apparently signed by the appointor or his/her or its attorney will be sufficient to constitute a valid instrument or Proxy.
• $\mathbf{Q}$ The facsimile number to which a Proxy form may be sent is:

Fax: (08) 9474 2281

(ACN 006 788 754)

PROXY FORM

IN RELATION TO THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AT COMO RESORT APARTMENTS, SUITE 16, 137 MELVILLE PARADE COMO IN WESTERN AUSTRALIA AT 10.00 AM ON FRIDAY, 16 MAY 2003