RAIDEN RESOURCES LIMITED — AGM Information 2011

Aug 1, 2011

SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

Date of Meeting: Wednesday August 31 st 2011 Time of Meeting: 10.00am (Sydney time) Place of Meeting: City Tattersall's Club, 198 Pitt Street, Sydney

SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522 ("Company") will be held at The City Tattersall's Club, 198 Pitt Street, Sydney, on Wednesday August 31 st 2011 at 10.00am (Sydney time).

AGENDA

1. FINANCIAL REPORTS

To receive and consider the Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Financial Performance, Statement of Financial Position, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial years ended 30 June 2009, 30 June 2010 and 30 June 2011.

A copy of the Company's 30 June 2009, 30 June 2010 and 30 June 2011 Annual Financial Reports may be accessed on the Company's website at www.svcgroup.com.au. If any shareholder requires a copy to be sent by post please contact Mr Richard Pritchard on 9252 7730. Copies of the Reports will be available at the meeting.

2. Resolution 1 - REMUNERATION REPORT

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

"That, the Remuneration Report for the year ended 30 June 2009, 30 June 2010 and 30 June 2011 (as set out in the Directors Report) is adopted."

3. Resolution 2 - RE-ELECTION OF RICHARD PRITCHARD AS A DIRECTOR

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

"That Mr Richard Pritchard, having been appointed a director since the last Annual General Meeting, retires in accordance with the provisions of the Company's Constitution and offers himself for re-election, be re-elected as a Director."

4. Resolution 3 - RATIFICATION OF SHARE ISSUE TO RAISE FUNDS

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 8,250,000 fully paid ordinary shares in the capital of the Company as set out in the Explanatory Memorandum be ratified".

5. Resolution 4 - APPROVAL OF ISSUE OF SHARES TO A FORMER DIRECTOR- DAVID DIAMOND

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

"That for the purpose of ASX Listing Rule 10.11, the issue of 3,000,000 ordinary fully paid shares in the capital of the company to David Diamond as set out in the Explanatory Memorandum is approved."

6. Resolution 5 - ISSUE OF SHARES TO A DIRECTOR- RICHARD PRITCHARD

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 6,995,000 fully paid Ordinary Shares to Mr Richard Pritchard (or his nominee) as set out in the Explanatory Memorandum is approved."

7. Resolution 6 - ISSUE OF SHARES TO A DIRECTOR- IAN DORNEY

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 1,600,000 fully paid Ordinary Shares to Mr Ian Dorney (or his nominee) as set out in the Explanatory Memorandum is approved."

8. Resolution 7 - ISSUE OF SHARES TO A DIRECTOR- BRETT CROWLEY

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 3,275,000 fully paid Ordinary Shares to Mr Brett Crowley (or his nominee) as set out in the Explanatory Memorandum is approved."

9. Resolution 8 - ISSUE OF SHARES ON CONVERSION OF CONVERTIBLE NOTE

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue of 14,802,028 ordinary shares in the capital of the Company as set out in the Explanatory Memorandum is approved".

10. Resolution 9 - ISSUE OF SHARES ON CONVERSION OF CONVERTIBLE NOTE

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue of 5,197,972 ordinary shares in the capital of the Company as set out in the Explanatory Memorandum is approved".

11. Resolution 10 - ISSUE OF SHARES TO EXTINGUISH DEBTS AND CLAIMS

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

"That, for the purpose of ASX Listing Rule 7.4 and 10.11 and for all other purposes, the issue of 10,000,000 ordinary shares in the capital of the Company as set out in the Explanatory Memorandum is approved".

12. Resolution 11 - ISSUE OF SHARES TO EXTINGUISH DEBT TO AND TECHNOLOGY PTY LIMITED

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue of ordinary shares in the capital of the Company as set out in the Explanatory Memorandum is approved".

13. Resolution 12 - ISSUE OF SHARES TO EXTINGUISH DEBT TO FULLOUGHBY PTY LIMITED

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue of 2,430,000 ordinary shares in the capital of the Company is approved".

14. Resolution 13 – Change of Name

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

"That the name of the company be changed to SVC Group Limited".

15. Resolution 14 - ISSUE OF SHARES TO RAISE CAPITAL

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue of up to 60,000,000 ordinary shares in the capital of the Company as set out in the Explanatory Memorandum is approved".

16. Resolution 15 - ISSUE OF SHARES TO RAISE CAPITAL

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue of up to 200,000,000 ordinary shares in the capital of the Company as set out in the Explanatory Memorandum is approved".

17. Other Business

To consider any other business that may be brought forward in accordance with the constitution of the Company and the Corporations Act

BY ORDER OF THE BOARD

Brett Crowley Company Secretary 2 nd August 2011

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders of SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522 (Company) to be considered at the Annual General Meeting to be held at The City Tattersall's Club, 198 Pitt Street, Sydney on 31st August 2011 commencing at 10.00am (Sydney time).

The Explanatory Statement forms part of the accompanying Notice of Meeting. Details of the business to be considered at this Meeting are set out below.

2. CONSIDER THE COMPANY'S FINANCIAL REPORTS

To receive and consider the Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Financial Performance, Statement of Financial Position, Statement of Cash flows and notes to and forming part of the accounts for the Company and its controlled entities for the financial years ended 30 June 2009, 30 June 2010 and 30 June 2011.

A copy of the Company's 30 June 2009, 30 June 2010 and 30 June 2011 Annual Financial Reports may be accessed on the Company's website at www.svcgroup.com.au. If any shareholder requires a copy to be sent by post please contact Mr Richard Pritchard on 9252 7730. Copies of the Reports will be available at the meeting.

3. RESOLUTION 1 - REMUNERATION REPORT

The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding Resolution.

The Remuneration Report is set out in the Directors' Report section of the Annual Report. The Report:

• explains the Board's policy for determining the nature and amount of remuneration of executive directors and senior executives of the Company;
• explains the relationship between the Board's remuneration policy and the Company's performance;
• sets out remuneration details for each Director and the most highly remunerated senior executive of the Company; and
• details and explains any performance conditions applicable to the remuneration of executive directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

4. RESOLUTION 2 – RE-ELECTION OF RICHARD PRITCHARD AS A DIRECTOR

Richard Pritchard was appointed as a Director of the Company on 28th April 2010 pursuant to Article 11.4.1 of the Company's Constitution. Mr Pritchard retires in accordance with Article 11.4.2 of the Company's Constitution and, being eligible, offers himself for election as a Director.

5. RESOLUTION 3 – RATIFICATION OF SHARES ISSUE

On the 24 February 2011, the Company issued 8,250,000 shares at $0.01 each to extinguish debt of $82,500.

The issue was made to a number of individuals and companies who had provided loans to the Company. The share issue was permitted to be made without shareholder approval under ASX Listing Rule 7.1. At the time of allotment none of the investors were related entities of the Company.

This Resolution seeks shareholder ratification pursuant to ASX Listing Rule 7.4. The following information is provided to shareholders in accordance with ASX Listing Rule 7.5:

• (a) 8,250,000 fully paid ordinary Shares were allotted at an issue price of $0.01 per Share;
• (b) The Shares were issued on the same terms as and rank equally with the existing Shares on issue,
• (c) The Shares were issued to the following persons:

MJ Jennings	1,000,000
Darren A Fouracre	1,000,000
J G Stokes	2,000,000
Blackcourt (NSW) Pty Ltd.	1,000,000
S Grimson	2,000,000
Landpath Pty Ltd	1,250,000

(d) The purpose of the share issue was to capitalise debt.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 3 cast by the allottees or any person associated with the allottees. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

6. RESOLUTION 4 – APPROVAL OF SHARES ISSUE TO A FORMER DIRECTOR – DAVID DIAMOND

Resolutions 4 seeks shareholder approval for the issue of 3,000,000 fully paid Ordinary Shares to Mr David Diamond in consideration for director and consulting fees for the period to February 2011.

Shareholder approval is not required for the purposes of Chapter 2E of the Corporations Act 2001 as the share issue represents reasonable remuneration as an officer of the company and given the company's circumstances.

Shareholder approval is required under ASX Listing Rule 10.11 as the issue of shares will be made to a former Director. The shares will be issued in accordance with the following terms and conditions, details of which are provided pursuant to listing rule 10.13:

Allottee:	David Diamond.
Number of Shares	A total of 3,000,000ordinary shares.
Date of issue:	The shares to be issued within onemonth of the date of the meeting.
IssuePrice	$0.01.
Terms of issue:	The shares are to be issued on the same terms as and rank equallywith the existing shares on issue.
Use:	In payment of directors' fees.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 4 cast by the allottee or any person associated with the allottee. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

7. RESOLUTION 5 – APPROVAL OF SHARES ISSUE

Resolutions 5 seeks shareholder approval for the issue of 6,995,000 fully paid Ordinary Shares to Mr Richard Pritchard in consideration for director and consulting fees for the period March 2010 to June 2011.

Shareholder approval is not required for the purposes of Chapter 2E of the Corporations Act 2001 as the share issue represents reasonable remuneration as an officer of the company and given the company's circumstances.

Shareholder approval is required under ASX Listing Rule 10.11 as the issue of shares will be made to a Director. The shares will be issued in accordance with the following terms and conditions, details of which are provided pursuant to listing rule 10.13:

Allottee:	Richard Pritchard.
Number of Shares	A total of 6,995,000ordinary shares.
Date of issue:	The shares to be issued within 1month ofthe date of the meeting.
Issue Price	$0.01.
Terms of issue:	The shares are to be issued on the same terms as and rank equallywith the existing shares on issue.

Use: In payment of directors' fees.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 5 cast by the allottee or any person associated with the allottee. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

8. RESOLUTION 6 – APPROVAL OF SHARES ISSUE

Resolution 6 seeks shareholder approval for the issue of 1,600,000 fully paid Ordinary Shares to Mr Ian Dorney in consideration for director and consulting fees for the period February 2011 to June 2011.

Shareholder approval is not required for the purposes of Chapter 2E of the Corporations Act 2001 as the share issue represents reasonable remuneration as an officer of the company and given the company's circumstances.

Shareholder approval is required under ASX Listing Rule 10.11 as the issue of shares is made to a Director. The shares will be issued in accordance with the following terms and conditions, details of which are provided pursuant to listing rule 10.13:

Allottee:	Ian Dorney.
Number of Shares	A total of 1,600,000ordinary shares.
Date of issue:	The shares to be issued within onemonth of the date of the meeting.
Issue Price	$0.01.
Terms of issue:	The shares are to be issued on the same terms as and rank equallywith the existing shares on issue.

Use: In payment of directors' fees.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 6 cast by the allottee or any person associated with the allottee. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

9. RESOLUTION 7 – APPROVAL OF SHARES ISSUE

Resolution 7 seeks shareholder approval for the issue of 3,275,000 fully paid Ordinary Shares to Mr Brett Crowley in consideration for director and consulting fees for the period February 2011 to June 2011.

Shareholder approval is not required for the purposes of Chapter 2E of the Corporations Act 2001 as the share issue represents reasonable remuneration as an officer of the company and given the company's circumstances.

Shareholder approval is required under ASX Listing Rule 10.11 as the issue of shares will be made to a Director. The shares will be issued in accordance with the following terms and conditions, details of which are provided pursuant to listing rule 10.13:

Allottee: Brett Crowley. Number of Shares A total of 3,275,000 ordinary shares. Date of issue: The shares to be issued within one month of the date of the meeting. Issue Price $0.01. Terms of issue: The shares are to be issued on the same terms as and rank equally with the existing shares on issue.

Use: In payment of directors' fees.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 7 cast by the allottee or any person associated with the allottee. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

10. RESOLUTION 8 - ISSUE OF SHARES – CONVERTIBLE NOTE DEBT

Resolution 8 seeks shareholder approval for the issue of 14,802,028 fully paid Ordinary Shares out of the 20,000,0000 ordinary shares proposed to be issued to redeem the Company's outstanding convertible notes. The remaining 5,197,972 shares are proposed to be issued to a current director and approval for the issue of those shares is sought separately in Resolution 9.

The AGM in January 2009 approved the issue of 1,300,000 convertible notes ("Notes") at a face value of $1 each to refinance the liability owed to Allan Shell and Roma Shell for the purchase of Hearts Monitors Pty Ltd. The Notes bear interest at 9% per annum starting from 1 January 2009, accruing on a daily basis and capitalised monthly. The Notes are convertible into ordinary shares or repayable on 31 December 2010. The Notes are convertible at the average of the daily volume weighted average sale prices of shares sold on ASX during the 5 business day period prior to the date of conversion. The Notes were sold by the original owners to the current owners.

As at 30 June 2011, the Company was indebted to the note holders in the sum of $796,804 inclusive of accrued interest less previous conversions to equity as set out in the 2011 accounts.

Shareholder approval would not be required under normal circumstances (if the shares of the Company were trading on the ASX) as the terms of the Notes were previously approved by shareholders. However, on 24 June 2011 a deed of settlement was signed between the Company and the current owners of the Notes whereby the Notes will be redeemed in consideration for issuing the current owners 20,000,000 shares and issuing Boris Patkin 10,000,000.

The current basis of the conversion of the Notes is not practical, given the Company's shares have been suspended from trading on the ASX since 1 October 2008. The Board has therefore proposed the conversion set out in the settlement deed to further reduce the Company's debt.

ASX Listing Rule 7.3 and 10.11 requires the notice of meeting to include the following information:

• a) 20,000,000 fully paid shares are to be allotted.

• b) The shares will be issued within one month of the date of the meeting.

• c) The shares are to be issued at $0.04 per share.

• d) The shares are ordinary fully paid shares and are to be issued on the same terms and rank equally with other fully paid shares on issue.

• e) The Allottees are:

Vapofo Pty Ltd	4,606,084
Landpath Pty Ltd	3,465,315
Suburban Holdings Pty Ltd	3,465,315
AC & FJ Wood Pty Ltd	693,063
Austwide Constructions & Maintenance Pty Ltd	1,732,657
Keith Willoughby	693,063
Steven James Elliott	346,531

The funds raised on issue will be used to redeem the Notes.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 8 cast by the proposed allottees, a person who might obtain a benefit, except a benefit solely in the capacity of a holders of ordinary securities, if the resolution is passed, or any associates of the allottees or such persons. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

11. RESOLUTION 9 - ISSUE OF SHARES – CONVERTIBLE NOTE DEBT

Resolution 9 seeks shareholder approval for the issue to a director of 5,197,972 fully paid Ordinary shares out of 20,000,000 fully paid Ordinary Shares to redeem the Company's outstanding convertible notes. Approval

The AGM in January 2009 approved the issue of 1,300,000 convertible notes ("Notes") at a face value of $1 each to refinance the liability owed to Allan Shell and Roma Shell for the purchase of Hearts Monitors Pty Ltd. The Notes bear interest at 9% per annum starting from 1 January 2009, accruing on a daily basis and capitalised monthly. The Notes are convertible into ordinary shares or repayable on 31 December 2010. The Notes are convertible at the average of the daily volume weighted average sale prices of shares sold on ASX during the 5 business day period prior to the date of conversion. The Notes were sold by the original owners to the current owners.

Shareholder approval would not be required under normal circumstances (if the shares of the Company were trading on the ASX) as the terms of the Notes were previously approved by shareholders. However, on 24 June 2011 a deed of settlement was signed between the Company and the current owners of the Notes whereby the Notes will be redeemed in consideration for issuing the current owners 20,000,000 shares and issuing Boris Patkin 10,000,000.

The current basis of the conversion of the Notes is not practical, given the Company's shares have been suspended from trading on the ASX since 1 October 2008. The Board has therefore proposed the conversion set out in the settlement deed to further reduce the Company's debt.

ASX Listing Rule 7.3 and 10.11 requires the notice of meeting to include the following information:

• f) 5,197,972 fully paid shares are to be allotted.
• g) The shares will be issued within one month of the date of the meeting.
• h) The shares are to be issued at $0.04 per share.
• i) The shares are ordinary fully paid shares and are to be issued on the same terms and rank equally with other fully paid shares on issue.
• j) The Allottee is Richard Pritchard

The funds raised on issue will be used to redeem the Notes.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 9 cast by the proposed allottee, a person who might obtain a benefit, except a benefit solely in the capacity of a holders of ordinary securities, if the resolution is passed, or any associates of the allottee or such persons. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

12. RESOLUTION 10 - ISSUE OF SHARES – EXTINGUISH DEBTS AND CLAIMS

Resolution 10 seeks shareholder approval for the issue of 10,000,000 fully paid Ordinary Shares to settle all claims with Boris Patkin.

The deed referred to above in the commentary regarding Resolution 9 included a provision to issue 10,000,000 shares to Boris Patkin to settle all claims he may have against the company at that time. Mr Patkin is a director of the company and was previously the company's secretary. These claims were in relation to consulting services provided by Mr Patkin over a number of years, directors fees and debts owed to Mr Patkin or related entities. During his tenure as a Director since December 2008 Mr. Patkin has through consultancy work to the Company, and work as a Director put forward a number of substantial claims which in total are in excess of $242,000. In addition Mr. Patkin has made claims in regards to past debts totaling more than $300,000. This resolution is to approve the issue of shares contemplated by that deed.

Shareholder approval is not required for the purposes of Chapter 2E of the Corporations Act 2001 as the share issue represents reasonable remuneration as an officer of the company and given the company's circumstances.

ASX Listing Rule 7.3 and 10.11 requires the notice of meeting to include the following information:

• a) 10,000,000 fully paid shares are to be allotted.
• b) The shares will be issued within one month of the date of the meeting.
• c) The shares are to be issued at $0.04 per share.
• d) The shares are ordinary fully paid shares and are to be issued on the same terms and rank equally with other fully paid shares on issue.
• e) The allottee is Boris Patkin.
• f) The funds raised on issue will be used in payment of directors' fees and claims.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 10 cast by the proposed allottee, a person who might obtain a benefit, except a benefit solely in the capacity of a holders of ordinary securities, if the resolution is passed, or any associates of the allottee or such persons. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

13. RESOLUTION 11 - ISSUE OF SHARES TO EXTINGUISH DEBT - AND TECHNOLOGY PTY LIMITED

SVC is indebted to AND Technology in the total sum of Three hundred and twenty nine thousand eight hundred and sixty dollars ($329,860.00), comprised of principal plus interest, calculated up to 31 December, 2008. Further interest of approximately $40,000 has accrued since that date. The principal arose as a result of the provision of consulting services to the Company by AND Technology.

AND Technology is not a related party of the Company.

By way of deed dated 18 March 2011, the Company has agreed to settle the debt on the following terms:

Cash:	$100,000 (of which the Company has paid $30,000)and

Equity Conversion: $269,000

In accordance with ASX listing rule 7.1 the Company seeks shareholder approval for the issue of shares. ASX Listing Rule 7.3 requires the following information to be provided to shareholders:

Date of Conversion:	5 trading days after the Company has resumed trading of itsshares on the ASX.If the Company does not resume tradingwithin three months of the Meeting, a new meeting will needto be calledto approve the issue of the shares to ANDTechnology.
Price of conversion:	5 day VWAP after 5 days trading on the ASX.
Amount to be converted:	$269,000.
Shares allotted to:	ANDTechnologies Pty Ltd.

Terms: The shares are ordinary fully paid shares and are to be issued on the same terms and rank equally with other fully paid shares on issue.

Purpose: Extinguishment of debt.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 11 cast by the proposed allottee, a person who might obtain a benefit, except a benefit solely in the capacity of a holders of ordinary securities, if the resolution is passed, or any associates of the allottee or such persons. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

14. RESOLUTION 12 - ISSUE OF SHARES TO EXTINGUISH DEBT – FULLOUGHBY PTY LIMITED

The Company engaged Fulloughby Pty Limited ("Fuloughby") to assist in the preparation of the 2009, 2010, and 2011 Management Accounts. Fuloughby has agreed to accept partial payment of its fees in the form of shares to be issued by the company. The Resolution seeks shareholder approval to issue 2,430,000 shares at $0.01 per share in satisfaction of fees of $24,300. Fuloughby is not a related party of the Company.

ASX Listing Rule 7.3 requires the notice of meeting to include the following information:

• a) 2,430,000 fully paid ordinary shares.
• b) The shares will be issued and allotted within 3 month after the date of the meeting.
• c) The shares are to be issued at $0.01 per share.
• d) The Allottee is Fuloughby Pty Ltd.
• e) The shares are ordinary fully paid shares and are to be issued on the same terms and rank equally with other fully paid shares on issue.
• f) The use of the funds raised is the payment of accounting fees incurred in the preparation of the accounts of the Company for the 2009, 2010, and 2011 Financial Years.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 12 cast by the proposed allottee, a person who might obtain a benefit, except a benefit solely in the capacity of a holders of ordinary securities, if the resolution is passed, or any associates of the allottee or such persons. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

15. RESOLUTION 13 – CHANGE OF COMPANY NAME

The Directors consider it be prudent to change the Company name from "Shell Villages and Resorts Limited" to "SVC Group Limited". The Company has traditionally and remains a parent entity for a number of other subsidiary companies and therefore the Directors view this as an appropriate change.

16. RESOLUTION 14 - ISSUE OF SHARES TO RAISE CAPITAL

The Company intends to seek a placement of up to $300,000, subject to shareholder approval, to meet its obligations to short term creditors, to provide ongoing funding for the Company including the production of a disclosure document. Approval is sought from the shareholders to issue up to 60,000,000 shares at 0.5c per share to raise $300,000.

ASX Listing Rule 7.3 requires the notice of meeting to include the following information:

• a) Up to 60,000,000 ordinary fully paid ordinary shares.
• b) The shares will be issued and allotted within 3 months after the date of the meeting.
• c) The shares are to be issued at 0.5c per share.
• d) The allottees will be persons identified and sought out by the directors as sophisticated or professional investors pursuant to s708 of the Corporations Act. The allottees will not be related parties of the Company.
• e) The shares will be ordinary fully paid shares and are to be issued on the same terms and rank equally with other fully paid shares on issue.
• f) The use of the funds will be to acquire suitable income producing assets of the Company.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 14 cast by the proposed allottee, a person who might obtain a benefit, except a benefit solely in the capacity of a holders of ordinary securities, if the resolution is passed, or any associates of the allottee or such persons. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

17. RESOLUTION 15 - ISSUE OF SHARES TO RAISE CAPITAL

The Company will seek to raise capital so as to undertake the following activities:

• o Conduct property search and evaluation
• o Feasibility studies
• o Make property deposits
• o Prepare and lodge Development Approval applications
• o Make further investments

In addition to retirement villages, SVC is intending to broaden its property development focus to a range of development proposals that are available and have the potential for significant returns in the current market, targeting properties with the potential for uplift in zoning following the NSW State Government's direction to standardise local Council LEPs. SVC is widening its horizon to residential subdivisions, development of senior living and affordable housing projects as well as the retirement village sector. These endeavours are assisted by;

• Strong population growth and continued housing demand
• Increasing aged demographics with the over 55's the fastest growing segment of the population now and for the next ten years
• Attractive locations in coastal as well as urban areas
• Increased density availability in urban/city areas

To enable the search and selection of the most desirable projects SVC has contracted HD Consulting Pty Ltd. to search, propose, and negotiate terms for possible acquisitions. HD Consulting Pty Ltd has an excellent track record in property development in NSW with many successful developments having been sourced and developed successfully on their own behalf, for clients, and syndicates.

Approval is sought from the shareholders to issue up to 200,000,000 shares at 1.0c per share to raise $2,000,000.

ASX Listing Rule 7.3 requires the notice of meeting to include the following information:

• g) Up to 200,000,000 ordinary fully paid ordinary shares.
• h) The shares will be issued and allotted within 3 months after the date of the meeting.
• i) The shares are to be issued at 1.0c per share.
• j) The allottees will be persons identified and sought out by the directors as sophisticated or professional investors pursuant to s708 of the Corporations Act. The allottees will not be related parties of the Company.
• k) The shares will be ordinary fully paid shares and are to be issued on the same terms and rank equally with other fully paid shares on issue.
• l) The use of the funds will be to acquire suitable income producing assets of the Company.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes on Resolution 15 cast by the proposed allottee, a person who might obtain a benefit, except a benefit solely in the capacity of a holders of ordinary securities, if the resolution is passed, or any associates of the allottee or such persons. 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and vote as the proxy decides.

PROXY, REPRESENTATIVE AND VOTING ENTITLEMENT INSTRUCTIONS

PROXIES AND REPRESENTATIVES

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cwlth).

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Address: Shell Villages and Resorts Limited, PO Box N723, Grosvenor Place, NSW 1220, Australia

Fax: +61 2 9252 7740

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.

A proxy form is attached to this Notice.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm 30 August 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

SIGNING INSTRUCTIONS

You must sign the proxy form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:should sign.	Where the holding is in more than one name, all of the security holders
Power of Attorney:	To sign under Power of Attorney, you must have already lodged thisdocument withthe registry. If you have not previously lodged this documentfor notation, please attach a certified photocopy of the Power of Attorney tothis form when you return it.
Companies:	Where the company has a Sole Director who is also the Sole CompanySecretary,this form must be signed by that person. If the company (pursuantto section204A of the Corporations Act 2001) does not have a CompanySecretary, a Sole Director can also sign alone.
	Otherwise this form must be signed by a Director jointly with either anotherDirectoror a Company Secretary.
	Please indicate the office held by signing in the appropriate place.

PROXY FORM

I/WE
of

being shareholder(s) of SHELL VILLAGES AND RESORTS LIMITED ("Company")

hereby appoint of:

of failing him/her of:

or failing him/her the Chairman as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at The City Tattersall's Club, 198 Pitt Street, Sydney on 31st August 2011 commencing at 10.00am (Sydney time).and at any adjournment thereof in respect of all of my/our shares in the Company unless otherwise specified below.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below.

If the Chairman is appointed as your proxy, or may be appointed by default, and if you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in this box:

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. The Chairman advises that it is his/her intention to vote in favour of all resolutions in respect of any undirected proxies which may be granted in favour of the Chairman

If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request.)

If you wish to appoint the proxy to exercise voting power over only some of your shares, the number of shares in respect of which this proxy is to operate is ……………….. shares (Note: proxy will be over all shares if left blank)

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/she has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest.

I/we direct my/our proxy to vote as indicated below:

RESOLUTION		For	Against	Abstain
1.	Approval of remuneration report
2.	Electionof Richard Pritchardas a Director
3.	Ratification of share issue
4.	Approval of share issue-Diamond
5.	Approval of share issue-Pritchard
6.	Approval of share issue-Dorney
7.	Approval of share issue-Crowley
8.	Approval of share issue-Note
9.	Approval of share issue-Pritchard
10.	Approval of share issue –Patkin

11.	Approval of share issue-
12.	AND TechnologyApproval of share issue –Fulloughby
13.	Change of Company Name
14.	Approval of share issue-raise capital
15.	Approval of share issue-raise capital
	Individual or Security holder 1	Security holder 2	Security holder 3
(If appointed)	Sole Director andSole Company Secretary________________________	Director____________________		Director/Company Secretary___________________
	Contact Name	Contact Daytime Telephone		Date