RAIDEN RESOURCES LIMITED — AGM Information 2013

Oct 24, 2013

ACN 009 161 522

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2013 Annual General Meeting of Shareholders of SubZero Group Limited will be held at the offices of PricewaterhouseCoopers Level 10, Darling Park Tower 2, 201 Sussex Street, Sydney NSW on Monday, 25 November 2013 beginning at 3.00 pm (Sydney time).

The Explanatory Statement accompanying this Notice of General Meeting explains the items of business to be considered at the Meeting. The Explanatory Statement forms part of this Notice of General Meeting and should be read in conjunction with it.

Unless otherwise stated, capitalised terms and certain other expressions used in this Notice of General Meeting have the meaning given to them in the Glossary and a reference to a section, is a reference to a section in the Explanatory Statement.

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the Financial Report of the Company and its controlled entities and the reports of the Directors and Auditors for the year ended 30 June 2013.

Resolution 1 – Adoption of Remuneration Report

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

“ THAT the Remuneration Report for the financial year ended 30 June 2013 be adopted.”

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 - Election of non-executive Directors

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

• (a) “ THAT Mr Malcolm Jackman, who was appointed as a Director by the Board on 30 July 2013 and retires in accordance with clause 11.4.2 of the Company’s Constitution, is elected as a Director.”

• (b) " THAT Mr Glenn Molloy, who was appointed as a Director by the Board on 10 April 2013 and retires in accordance with clause 11.4.2 of the Company’s Constitution, is elected as a Director.”

• (c) " THAT Mr Bruce Arnott, who was appointed as a Director by the Board on 10 April 2013 and retires in accordance with clause 11.4.2 of the Company’s Constitution, is elected as a Director.”

• (d) " THAT Mr Graeme (Joe) Clayton, who was appointed as a Director by the Board on 10 April 2013 and retires in accordance with clause 11.4.2 of the Company’s Constitution, is elected as a Director.”

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SPECIAL BUSINESS

Resolution 3 – Re-appointment of PricewaterhouseCoopers as auditor

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

“ THAT , PricewaterhouseCoopers, being qualified to act and having consented to act as auditor of the Company, be re-appointed as the auditor of the Company with effect from the close of the Meeting.”

Resolution 4 – Approval of prior issue of Shares to Evidence Mining Solutions Pty Ltd

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

“ THAT , for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue on 30 June 2013 of 600,000 Shares to Evidence Mining Solutions Pty Ltd on the terms set out or described in the Explanatory Statement is approved."

Resolution 5 – Confirmation of maximum remuneration of Directors

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

" THAT , for the purposes of clause 11.6.1 of the Company's constitution, $320,000 per financial year be ratified and approved as the maximum aggregate remuneration (inclusive of superannuation contributions made by the Company for the benefit of non-executive Directors) payable to all the Directors of the Company for their ordinary services as Directors."

CHAIR'S VOTING INTENTIONS

Subject to any applicable voting exclusions, the Chair of the Meeting intends to vote all available undirected proxies in favour of each Resolution .

VOTING EXCLUSION STATEMENTS

Resolution 1

The Company will disregard any votes cast on Resolution 1 by, or on behalf of:

• a member of the key management personnel of the Company or the SubZero Group ( KMP ) details of whose remuneration are included in the Remuneration Report (and their closely related parties) in any capacity; and

• a member of the KMP at the date of the meeting (and their closely related parties) acting as proxy,

unless the vote is cast:

• as proxy for a person entitled to vote in accordance with a direction on the proxy form, or

• by the Chair of the Meeting as proxy for a person entitled to vote and the Chair has received express authority to vote undirected proxies as the Chair sees fit even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the KMP.

Resolution 4

The Company will disregard any votes cast on Resolution 4 by:

• Evidence Mining Solutions Pty Ltd; and

• any of its associates.

However, the Company will 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 Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Resolution 5

The Company will disregard any votes cast on Resolution 5 by:

• any Director;

• any of their associates; and

• any other member of the KMP at the date of the Meeting and their closely related parties acting as proxy.

However, the Company will 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 Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the Chair decides even though Resolution 5 is connected directly or indirectly with the remuneration of a member of the KMP.

ENTITLEMENT TO VOTE

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that, for the purposes of voting at the Meeting, shares of the Company will be taken to be held by the persons who are registered holders at 3.00 pm (Sydney time) on 23 November 2013. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

PROXIES

If you are appointing a proxy, to ensure that your vote counts, please read the following and the instructions on the proxy form carefully.

Shareholders are advised that:

• (a) each Shareholder entitled to attend and vote at the Meeting has a right to appoint a proxy to attend and vote instead of the Shareholder;

• (a) the proxy need not be a Shareholder of the Company and may be an individual or body corporate;

• (b) a Shareholder who is entitled to cast two or more votes may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes;

• (c) a Shareholder may specify the way in which the proxy is to vote on the resolution or may allow the proxy to vote at his or her discretion (subject to any applicable voting exclusions);

• (d) If a Shareholder's appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting;

• (e) In accordance with the Corporations Act, any directed proxy appointments in favour of a person other than the Chair of the Meeting that are not voted on a poll at the Meeting will automatically default to the Chair, who is required to vote proxies as directed on the poll (subject to any applicable voting exclusions); and

• (f) if a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it: (i) appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act and (ii) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

Undirected proxies on remuneration related resolutions

• (a) If a Shareholder appoints the Chair of the Meeting as their proxy (or the Chair becomes a Shareholder's proxy by default) and does not direct the Chair how to vote on Resolutions 1 and 5, the Chair will not be able to vote in favour of those Resolutions unless the Shareholder expressly authorises the Chair to do so by marking the box under STEP 1 on the proxy form;

• (b) If a Shareholder intends to appoint a member of the KMP (other than the Chair of the Meeting) or one of their closely related parties as their proxy, and does not direct their proxy

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how to vote on Resolutions 1 and 5, their proxy will not be able to vote as the Shareholder's proxy on those Resolutions.

A proxy form accompanies this Notice of General Meeting.

To be effective, proxies (and the original or a certified copy of any power of attorney or other authority under which the proxy is signed) must be received by the Company no later than 3.00 pm (Sydney time) on Saturday 23 November 2013:

(i) by hand or by post: Gould Ralph Pty Limited Share Registry Division Level 42, Suncorp Place 259 George Street Sydney NSW 2000 (ii) by Fax: +61 2 9032 3088

BY ORDER OF THE BOARD

ANDREW J. COOKE JOINT COMPANY SECRETARY DATED: 21 OCTOBER 2013

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company to be held on Monday, 25 November 2013 at 3.00 pm (Sydney time).

ORDINARY BUSINESS

Financial Statements and Reports

Under the Corporations Act, the Directors are required to place before the meeting the Financial Report and associated reports of the Directors and the Auditors for the financial year ended 30 June 2013. No resolution is required for this item of business. However, Shareholders will have an opportunity at the Meeting to ask questions about, or make comments on, these reports and the management of the Company.

The Company's auditors will also be available to take Shareholders' questions about the conduct of the audit, the Independent Auditor's Report, the Company's accounting policies and the independence of the auditors in relation to the conduct of their audit.

The Company's 2013 Annual Report (which includes the Financial Report and associated reports of the Directors and the Auditors) is available on the Company's website at http://www.subzeroservices.com.au

Resolution 1 – Adoption of Remuneration Report

In accordance with the Corporations Act, the Board is presenting the Company's Remuneration Report for the year ended 30 June 2013 for consideration and adoption. The Remuneration Report is set out in section C of the Directors' Report appearing in the Company's 2013 Annual Report.

The Remuneration Report contains information regarding:

• the Company's remuneration policies and their relationship with the Company's performance;

• the remuneration of the Directors and certain senior executives of the SubZero Group for the year ended 30 June 2013; and

• the incentive arrangements in place for the Company's executives.

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The Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors or the Company. Under the Corporations Act, if 25% or more of the votes that are cast are against the adoption of the remuneration report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a resolution ( Spill Resolution ) that another general meeting ( Spill Meeting ) be held to consider the re-election of the Directors.

If more than 50% of the votes cast on the Spill Resolution are in favour, the Spill Meeting must be held within 90 days. All of the Directors who were Directors when the resolution to make the directors' report considered at the second AGM was passed (other than the Managing Director) will cease to hold office immediately before the end of the Spill Meeting, unless they are re-elected at the Spill Meeting.

At the Company's 2012 AGM, the votes cast against the remuneration report considered at that meeting were (well) below 25%. Accordingly, a Spill Resolution cannot be put at this Meeting.

Shareholders will also have an opportunity at the Meeting to ask questions about, or make comments on, the Remuneration Report.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

Resolutions 2 (a) – (d) – Election of non-executive Directors

Messrs Malcolm Jackman, Glenn Molloy, Bruce Arnott and Joe Clayton were appointed as nonexecutive Directors to fill casual vacancies or as additional Directors at or following completion of the acquisition by the Company of SubZero Holdings Pty Ltd and its controlled entities on 10 April 2013.

In accordance with clause 11.4.2 of the Constitution, each of them ceases to hold office at the Meeting and is eligible for election as a Director at the Meeting. With the unanimous support of the other Directors (including Scott Farrell, the Managing Director and Chief Executive Officer), each offers himself for election.

Separate resolutions will be put to the Meeting in respect of each candidate.

A short profile of each of the candidates is set out below.

Malcolm Jackman, BSc, BCom. Independent Non-Executive Chairman. Age 61

Experience and expertise

Malcolm Jackman is currently the Chief Executive and Managing Director of Elders Limited (formerly Futuris Corporation), one of Australia's largest Agribusinesses, servicing primary producers and regional communities across the country. Malcolm has over 20 years experience managing large distribution sales networks in a business to business environment including ADIA (now ADECCO) New Zealand/Australia/USA, Manpower Australia/New Zealand and Coates Hire. With these companies, Malcolm demonstrated the ability to grow business profitability and to do so through the retention of key executives and creating the right culture.

Other current directorships

Managing Director Elders Limited

Former directorships in the last three years

None

Special responsibilities

Member of the Audit Committee

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Glenn Molloy. Independent Non-Executive Director. Age 58.

Experience and expertise

Glenn Molloy has over 30 years experience as an investor and company director. In 1979, Glenn was the founder of a plastics packaging business, which in 1994 listed on the ASX as Plaspak Group Limited and grew the business until its ultimate sale in 2006.Glenn has extensive experience as a public company director and has been actively involved in numerous mergers, acquisitions and divestments. Glenn is currently a director of PPK Group Limited (ASX Code: PPK) and as such has worked closely with mining services providers such as Industrea Limited and the PPK subsidiary, Rambor Pty Ltd.

Other current directorships

Non-executive director PPK Group Limited

Former directorships in the last three years

None

Special responsibilities

None

Bruce Arnott, B.Com. Independent Non-Executive Director. Age 57.

Experience and expertise

Bruce Arnott currently works as an independent consultant providing accounting and finance services to a Newcastle based ship repair, general engineering and ship building company. Bruce has 38 years experience working in various finance roles in a broad range of industries including manufacturing, engineering and distribution. Bruce's positions have included six years as Group Controller of OneSteel and most recently six years as Chief Financial Officer of Bradken Limited (ASX Code BKN) where his responsibilities included finance/accounting, treasury, taxation, supply, investor relations, investments, risk management, audit and insurance.

Other current directorships

None

Former directorships in the last three years

None.

Special responsibilities

Chairman of Audit Committee.

Graeme (Joe) Clayton, BE (Min) Hons. Independent Non-Executive Director. Age 55.

Experience and expertise

Graeme (Joe) Clayton is the principal of BDM Resources a privately owned mining services company which specialises in assisting mine owners and operators to address environmental and community issues. Joe has been involved in the mining industry for 36 years including managing mining operations in coal, copper, iron ore, quarrying and gold in Australia, Indonesia and PNG. He has overseen the management of 25 contract mining operations, developed 4 greenfield gold mining operations, managed 2 coal mine operations in the Hunter Valley and managed the development and approvals process for 2 large scale coal mine developments in the Hunter Valley and Gunnedah Basin.

Other current directorships

None

Former directorships in the last three years

None

Special responsibilities

Member of Audit Committee

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Board Recommendation

The Board (with Malcolm Jackman, Glenn Molloy, Bruce Arnott and Joe Clayton abstaining in relation to their own candidacies) unanimously recommends that Shareholders vote in favour of the election of each of the retiring Directors under Resolutions 2 (a), (b), (c) and (d).

SPECIAL BUSINESS

Resolution 3 – Re-appointment of PricewaterhouseCoopers as auditor

At the General Meeting of the Company held on 29 July 2013, Shareholders approved the removal of Prosperity Audit Services as the Company's auditor and the appointment (by a special resolution) of PricewaterhouseCoopers ( PwC ) in their place.

However, as this appointment was not made at an annual general meeting, under section 327D of the Corporations Act, PwC hold office only until this Meeting. Whilst it is open to the Directors to reappoint PwC as the auditor, any such appointment would in turn not extend beyond the Company's next annual general meeting. Accordingly, the Directors propose that PwC be re-appointed by Shareholders at this Meeting. If they are re-appointed they will hold office until they resign (with ASIC's consent) or otherwise cease to be auditor under the Corporations Act.

PwC has given written consent to act as the Company's auditor in accordance with section 328A(1) of the Corporations Act. In accordance with section 328B(3) of the Corporations Act, a copy of the Notice of Nomination of PwC as auditor by a member of the Company is set out in Annexure A .

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

Resolution 4 – Approval of prior issue of Shares to Evidence Mining Solutions Pty Ltd

4.1 Background

As announced to the ASX on 1 July 2013, Subzero Holdings Pty Ltd (a wholly owned subsidiary of the Company) completed the acquisition of the 26% shareholding in DMST Pty Ltd and Harness Master Wiring Systems (NSW) Pty Ltd ( HMWS ) not previously owned by it for a purchase price of $809,000, paid as to $659,000 in cash with the balance of $150,000 being paid by the issue of 600,000 Shares at an issue price of 25 cents per Share ( Consideration Shares ).

More particularly, the Consideration Shares were issued to Evidence Mining Solutions Pty Ltd (one of the vendors) as part consideration for the acquisition by Subzero Holdings Pty Ltd of 26 fully paid ordinary shares in HMWS (being 26% of the total shares on issue) for a total consideration of $323,600.

4.2 ASX Listing Rule 7.4

ASX Listing Rule 7.1 prohibits a listed entity from issuing, or agreeing to issue, equity securities (which includes shares, options and convertible notes) in any 12 month period which exceeds 15% of the number of its ordinary shares on issue at the beginning of that 12 month period, unless one of the exceptions to ASX Listing Rule 7.1 applies or the approval of shareholders is obtained ( 15%/12 months rule ).

Under ASX Listing Rule 7.4, a prior issue of equity securities made without shareholder approval under ASX Listing Rule 7.1 is treated as having been made with approval if the issue did not breach ASX Listing Rule 7.1 and holders of ordinary shares subsequently approve the issue.

The Company issued the Consideration Shares without Shareholder approval out of its 15% annual placement capacity. Accordingly, the issue did not breach ASX Listing Rule 7.1.

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By approving the issue of the Consideration Shares under Resolution 4, the Consideration Shares will not reduce the number of Shares that could be issued by the Company without the approval of Shareholders under the 15%/12 months rule and will increase the base number of Shares from which the 15% calculation is made.

4.3 ASX Listing Rule 7.5 requirements

In accordance with ASX Listing Rule 7.5, the following information is provided for the purposes of Shareholder approval to the issue of the Consideration Shares under Resolution 4:

4:
Number of securities issued	600,000 Shares
Issue price of securities	The deemed issue price per Consideration Share was 25 cents
Name of allottee	EvidenceMining SolutionsPtyLtd (ACN 109 670439)
Terms of securities	The Consideration Shares were fully paid ordinary shares and ranked equally with all the other Shares on issue as at the issue date (being 30 June 2013)
Use of the funds	No funds were raised by the issue of the Consideration Shares. They were issued as part consideration for the acquisition by Subzero Holdings Pty Ltd of 26% of the issued sharesin HMWS

4.4 Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 4

Resolution 5 – Confirmation of maximum remuneration of Directors

Under clause 11.6.1 of the Constitution, the maximum annual remuneration payable by the Company to the Directors for their ordinary services as Directors ( fee cap ) is the sum which was determined by the Directors prior to the Company's first annual general meeting (which must have been held before 30 November 1986) or any higher sum which is approved by the Shareholders (by ordinary resolution).

The Company's Prospectus dated 7 February 2013 issued with the authority of the Directors in office at that time (all of whom resigned in April 2013), disclosed that the fee cap is $320,000 per annum. However, after reviewing the available minutes of the meetings of the Board and general meetings and other publically available information in respect of the Company, the Company has not been able to verify the accuracy of this disclosure. Accordingly, to avoid uncertainty Shareholders are being asked to confirm or ratify their approval to the previously disclosed fee cap of $320,000 under Resolution 5.

This fee cap includes all fees and superannuation contributions paid to, or for the benefit of, the Directors in respect of their ordinary services as Directors. It does not include the remuneration paid to executive Directors for their services as employees of, or consultants to, the SubZero Group nor fees paid to Directors for their extra or special services as Directors, such as service on Board Committees or consultancy fees. At present, the Directors are not entitled to be paid Committee fees.

The fees (inclusive of superannuation contributions) currently payable to or for the benefit of the Chairman and each of the other non-executive Directors for their ordinary services as Directors (as allocated out of the fee cap by the Board) are $75,000 per annum and $50,000 per annum respectively. Based on the current complement of 4 non-executive Directors (including the Chairman), this means that the annual fees (inclusive of superannuation contributions) payable for such services total $225,000.

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Board Recommendation

Mr Scott Farrell (as Managing Director and CEO) recommends that Shareholders vote in favour of Resolution 5. As the non-executive Directors might be regarded as having an interest in the outcome of Resolution 5, they do not make a recommendation as to how Shareholders should vote on it.

GLOSSARY

ASX means ASX Limited (ABN 98 008 624 691) or, as the context requires, the financial market known as the Australian Securities Exchange operated by it.

ASX Listing Rules means the official listing rules of the ASX as from time to time amended or waived in their application to the Company.

Board means the board of Directors of the Company.

closely related party has the same meaning as in section 9 of the Corporations Act. It includes a member of the KMP's spouse, dependant and certain other close family members, as well as companies controlled by a member of the KMP.

Company means SubZero Group Limited ACN 009 161 522.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Group or SubZero Group means the Company and its controlled entities.

KMP means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly. Members of the KMP include the Directors (both executive and non-executive) and certain senior executives.

Meeting means the general meeting the subject of the Notice of General Meeting.

Notice of General Meeting or Notice means the notice of general meeting which accompanies this Explanatory Statement.

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

Shareholder means the registered holder of a Share.

ANNEXURE A – Notice of Nomination of Auditors

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PROXY FORM 2013 Annual General Meeting

ACN 009 161 522

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MR ADAM SAMPLE UNIT 4 123 SAMPLE STREET SAMPLETOWN ABC 1234

X99999999999

APPOINTMENT OF PROXY

I/We being a member(s) of SubZero Group Limited and entitled to attend and vote hereby appoint:

the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark Box with an X) person or body corporate you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting 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) at the Annual General Meeting of the Company to be held at Level 10 Darling Park Tower 2, 201 Sussex Street, Sydney NSW on Monday 25 November 2013 at 3.00pm (Sydney time) and at any adjournment or postponement of that meeting.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting.

Important for Resolutions 1 and 5

*If the Chairman of the Meeting is your proxy (or may be appointed by default) and you do not wish to direct him how to vote (by filling in boxes in Step 2), please place an X in this box. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1 and 5 even though those Resolutions are connected directly with the remuneration of Key Management Personnel. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 and 5 and that votes cast by him, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolutions 1 and 5 and your votes will not be counted in calculating the required majority if a poll is called on those Resolutions.

VOTING DIRECTIONS

To direct your proxy how to vote on any resolution please insert X in the appropriate boxes below

RESOLUTIONS

		For	Against Abstain*	Against Abstain*	Against Abstain*		For	Against Abstain*	Against Abstain*
1	Adoption of Remuneration Report				3	Re-appointment of PricewaterhouseCoopers as Auditor
2(a)	Election of Malcolm Jackman as a Director				4	Approval of prior issue of Shares to Evidence Mining Solutions Pty Ltd
2(b) 2(c)	Election of Glenn Molloy as a Director Election of Bruce Arnott as a Director				5	Confirmation of maximum remuneration of Directors
2(d)	Election of Graeme (Joe) Clayton as a director

• 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.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1	Joint Securityholder 2	Joint Securityholder 3
(Individual)	(Individual)	(Individual)
Sole Director and	Director/ Company Secretary	Director
Sole Company Secretary	(delete one)

SEE OVER PAGE FOR NOTES ON HOW TO COMPLETE THIS FORM

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How to Complete this Proxy Form

1. Your Name and Address

The name and address on the Proxy Form is as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form

2. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of the person in Section A. 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 shareholder of the company. A proxy may be an individual or a body corporate.

3. Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares 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 shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he chooses. If you mark more than one box on an item your vote on that item will be invalid.

4. Appointment of Second Proxy

You are entitled to appoint up to two persons as 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 or you may copy this form.

To appoint a second proxy you must:

• (a) On each of the first Proxy Form and the second Proxy Form state that percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, your proxy appointments will be invalid. Fractions of votes will be disregarded.

• (b) Return both forms together

5. Signing instructions

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

Individual: Where the holding is in one name, the holder must sign.

Joint Holding: Where the holding is in more than one name, either security holder may sign.

Power of Attorney: To sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place

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.

Lodgement of a Proxy

This Proxy Form (and the original or a certified copy of any Power of Attorney under which it is signed) must be received at the address given below by no later than 3.00 pm (Sydney time) on Saturday 23 November 2013 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged by depositing, delivery or facsimile to SubZero Group Limited’s share registry as follows:

By hand or post : Gould Ralph Pty Limited Share Registry Division Level 42, Suncorp Place, 259 George Street, Sydney NSW 2000

By fax : + 61 2 9032 3088

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