SANTA FE MINERALS LTD — Proxy Solicitation & Information Statement 2011

Dec 7, 2011

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NOTICE OF GENERAL MEETING

A General Meeting of Ezeatm Limited will be held at CWA House, 1176 Hay Street, West Perth on 13 January 2012 at 11am (WST).

This notice of general meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting.

Please contact the Company Secretary, Mr Graham Anderson, on (+61 8) 9322 2700 if you wish to discuss any matter concerning the Meeting.

EZEATM LIMITED ABN 59 151 155 734

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of the Shareholders of Ezeatm Limited will be held at CWA House, 1176 Hay Street, West Perth on 13 January 2012 at 11am (WST) (“ Meeting ”).

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form, form part of this Notice of Meeting.

Shareholders are urged to vote by attending the Meeting in person or by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Memorandum.

Proxy Forms must be received by no later than 11am (WST) on 11 January 2012.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in the Glossary of the Explanatory Memorandum.

AGENDA

1 RESOLUTION 1 – CHANGE TO SCALE OF ACTIVITIES

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

“That for the purpose of Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the scale of the Company’s activities, by acquiring all the shares in ATM One, as set out in the Explanatory Memorandum.”

A voting exclusion statement is set out below.

2 RESOLUTION 2– ISSUE OF SECURITIES

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

“ That subject to the passing of Resolution 1, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 25 million Shares at an issue price of $0.40 each to sophisticated and professional investors within the exemptions detailed in Section 708 of the Corporations Act ( Placement ) on the terms set out in the Explanatory Memorandum. ”

A voting exclusion statement is set out below.

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3 VOTING PROHIBITION AND EXCLUSION STATEMENTS

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast on the following Resolutions by the following persons:

Resolutions by the following	persons:
Resolution	Persons excluded from voting
Resolution 1 - Change to scale of activities	The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.
Resolution 2 – Issue of Securities	The Company will disregard any votes cast on this Resolution by a person who is to receive securities and any associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a holder of ordinary securities.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for the person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

By order of the Board of Directors

Graham Anderson Company Secretary Ezeatm Limited 5 December 2011

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EZEATM LIMITED ABN 59 151 155 734 EXPLANATORY MEMORANDUM

1 INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at CWA House, 1776 Hay Street, West Perth on 13 January 2012 at 11am (WST). The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice, and includes the following:

1	INTRODUCTION ...................................................................................................... 4
2	ACTION TO BE TAKEN BY SHAREHOLDERS ..................................................................... 4
3	ACQUISITION OF ICASH’S AUSTRALIAN ATM NETWORK AND PLACEMENT ............................ 5
4	RESOLUTION 1 – CHANGE TO SCALE OF ACTIVITIES ....................................................... 11
5	RESOLUTION 2 – ISSUE OF SECURITIES ......................................................................... 12

A Proxy Form is located at the end of Explanatory Memorandum.

Please contact the Company Secretary on (+61 8) 9322 2700 if you wish to discuss any matter concerning the Meeting.

2 ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

All Shareholders are invited and encouraged to attend the Meeting. If a Shareholder is unable to attend in person, they can appoint a representative (or “proxy”) to attend on their behalf by signing and returning the Proxy Form (attached to the Notice) to the Company in accordance with the instructions on the Proxy Form. The Company encourages Shareholders completing a Proxy Form to direct the proxy how to vote on each Resolution.

The Proxy Form must be received no later than 48 hours before the commencement of the Meeting, i.e. by no later than 11am (WST) on 11 January 2012. Any Proxy Form received after that time will not be valid for the Meeting.

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A Proxy Form may be lodged in the following ways:

BY MAIL	BY FAX	BY HAND
PO Box 1156 Nedlands WA 6909	+61 (08) 9389 7871	Unit 2, 150 Stirling Hwy Nedlands WA 6009

Shareholders lodging a Proxy Form are not precluded from attending and voting in person at the Meeting.

2.2 Corporate representatives

Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

An appointment of corporate representative form is available from the website of the Company’s share registry (www.advancedshare.com.au).

2.3 Eligibility to vote

The Directors have determined that, for the purposes of voting at the Meeting, Shareholders are those persons who are the registered holders of Shares at 11am (WST) on 11 January 2012.

3 ACQUISITION OF ICASH’S AUSTRALIAN ATM NETWORK AND PLACEMENT

3.1 Overview of the Acquisition

As announced by Ezeatm to ASX on 1 December 2011, Ezeatm has agreed to acquire the Australian ATM network of iCash by purchasing 100% of the shares in iCash’s wholly owned subsidiary ATM One for a total price of $16 million.

ATM One operates over 1,600 ATMs with approximately 1,000 owned and operated by iCash and a further 600 owned and operated by third party deployers.

The acquisition will increase the anualised number of transactions on the Ezeatm network from 1,000,000+ to 10,000,000+ transactions per year, with a combined annual EBITDA of $5 million. Ezeatm does not expect its fixed operating costs and overheads to materially change as a result of the Acquisition.

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Ezeatm will fund the Acquisition through the issue of up to 25 million Shares at $0.40 to raise up to $10 million under the Placement (the subject of Resolution 2), an proposed secured debt facility of $5 million and existing cash reserves.

3.2 Material terms of the Acquisition

The material terms of the Share Sale Agreement are as follows:

• (a) Ezeatm will acquire 100% of the share capital in iCash’s wholly owned subsidiary ATM One, which operates iCash’s Australian ATM network.

• (b) ATM One will be acquired cash/debt free for $16 million. To achieve this:

• (i) iCash will be paid a $1 million non-refundable deposit (which has been paid) and $12,230,727 in cash at completion (subject to adjustments to reflect completion date adjustments);

• (ii) Ezeatm will pay certain creditors of ATM One $1,504,339 at completion; and

• (iii) ATM One will at completion have estimated adjusted net current liabilities of approximately $1.266 million, which in effect are assumed by Ezeatm.

• (c) Ezeatm is not assuming any employee or lease obligations from iCash, and appropriate warranties are given in this regard.

• (d) The Share Sale Agreement is conditional on Ezeatm receiving:

• (i) Shareholder approval (pursuant to Resolution 1); and

• (ii) all necessary consents to assign the deployment agreements to Ezeatm (which have now been obtained),

on or before 17 January 2012. Completion will occur 2 business days after these conditions have been satisfied.

• (e) Ezeatm and iCash have agreed to negotiate the terms of a distribution agreement under which iCash will appoint Ezeatm as a distributor of certain ATMs in Australia, with the intent of purchasing 2,000 ATMs over a 5 year period.

• (f) The Share Sale Agreement otherwise contains terms and conditions, including representations and warranties pertaining to ATM One and its business, which are typical for an agreement of this nature.

3.3 About ATM One

ATM One is a wholly owned subsidiary of iCash. The ATM One network operates over 1,600 ATMs with approximately 1,000 owned and operated by iCash and approximately a further 600 owned and operated by third party deployers.

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Under the Share Sale Agreement, Ezeatm will acquire 100% of the issued share capital in ATM One.

3.4 Pro forma balance sheet

An unaudited pro forma balance sheet of the Company following completion of the Acquisition is set out in annexure A of this Explanatory Statement.

3.5

Capital structure

The Company’s capital structure is as follows:

	Currently	Following the Placement
Shares	40,000,000	65,000,000
Options (subject to various vesting criteria)	4,000,000	4,000,000

3.6

Advantages

The Directors consider that the key advantages to Ezeatm of the Acquisition and Placement are as follows:

• (a) Creation of a leading independent ATM network – The Acquisition provides an opportunity for Ezeatm to significantly expand its current business operations. Ezeatm will be the third largest ATM deployer in Australia with a ten-fold increase in the annualised number of transactions from over 1,000,000 to over 10,000,000 transactions per year and a five-fold increase in EBITDA to $5 million.

• (b) Increased financial strength and capacity to pursue growth strategy – Ezeatm will have enhanced balance sheet strength through scale and capital markets access to support further investment in industry through an opportunistic approach to consolidation of other ATM deployers.

• (c) The proposed distribution agreement with iCash enhances an important relationship and allows Ezeatm to pursue major contracts with confidence of manufacturer support.

• (d) De-risking of portfolio while retaining exposure to growth – The Acquisition diversifies Ezeatm’s asset base and transforms the Company from mainly a Western Australian independent to truly a national deployer.

• (e) Increased liquidity – the issue of Shares under the Placement will provide additional liquidity of Ezeatm’s Shares on ASX.

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• (f) Ezeatm is not assuming any employee or premises obligations, and does not expect its fixed operating costs and overheads to materially change as a result of the Acquisition.

• (g) Ezeatm is currently indebted to ATM One for approximately $600,000. This debt will remain with ATM One and be extinguished once ATM One is consolidated with Ezeatm.

3.7 Disadvantages

The Directors consider that the key disadvantages to Ezeatm of the Acquisition and Placement are as follows:

• (a) Ezeatm has paid a $1 million deposit which was refundable only if certain contains were not satisfied or waived. These conditions have been satisfied or waived (as the case may be) and the deposit is now non-refundable if the Acquisition does not proceed.

• (b) The issue of Shares under the Placement will result in the Company issuing up to 25 million Shares, equal to 38.5% of the Company’s share capital (prior to the exercise of any options), and incurring debt of $5 million. A condition of the debt is that Ezeatm provides a charge.

• (c) There are many risk factors associated with the change in scale (see section 3.8) including competition, contract and reliance on key personal.

3.8 Risk factors

Shareholders should be aware that if Resolution 1 is approved, Ezeatm will be changing the scale of its activities. This has certain risks. These risks are both specific to the the Acquisition, the ATM industry, including Ezeatm and also relate to the general business and economic environment in which Ezeatm operates.

Based on the information available, the principal risks facing the Company as a result of the Acquisition are as follows.

Acquisition risks

Ezeatm is acquiring ATM One, a wholly owned subsidiary of iCash. Whilst Ezeatm has undertaken due diligence and iCash has given the appropriate warranties, there is a risk that ATM One may have actual or contingent liabilities that Ezeatm is not aware of or its performance may not be what Ezeatm understandings (having undertaken due diligence) it to be.

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Implementation risks

ATM One will not have any employees upon completion of the Acquisition, and it is proposed that Ezeatm’s existing management will operate ATM One’s business. There is a risk that Ezeatm may need to employ additional staff and in doing so incur additional operating overhead costs.

Competition and site contract risk

In June 2010, there were 28,764 ATMs in Australia. This represents the highest number of ATMs in Australia ever and more than a doubling of ATM numbers of the previous decade (11,819 in June 2000).

Despite warnings of saturation, the Australian ATM market sits between the highly mature ATM markets of North America and the UK and the slightly less mature markets of continental Europe.

There does not appear to be any objective ceiling on the number of ATMs in developed economies including Australia. As ATM direct charging creates an environment where price signals can operate, it will be price signals, consumer demand and ATM provider efficiency that will determine the number, location and cost of ATMs.

The success of Ezeatm’s operations depends on the Ezeatm’s ability to maintain and renew ATM site agreements and purchase ATMs on favourable terms. No assurance can be given that Ezeatm will be able to successfully negotiate new arrangements on favourable terms or at all.

The ATM deployment market is highly competitive with limited barriers of entry. There can be no assurance that Ezeatm could compete effectively with the competitors in the ATM deployment business who may:

• (a) charge a transaction fee of less than $2 per transaction;

• (b) agree to pay site owners more than what is currently paid; and/or

• (c) install ATMs which result in the reduction in the number of transactions per ATM.

Increased competition in the industry may reduce Ezeatm’s sales and revenue, and may adversely affect its operating results and profitability.

Ezeatm proposes to address this risk by focusing on sites that face limited competition and by providing a superior service for site owners.

Contract risks

In changing the scale of Ezeatm’s business Ezeatm is becoming a party to additional contracts critical to its ongoing operation and success. Whilst Ezeatm has taken all reasonable steps to ensure the counter-parties comply with their obligations under the

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contracts, any default by those counter-parties may adversely affect Ezeatm’s business and profitability.

Working capital requirements

Ezeatm’s working capital requirements depend on numerous factors. Depending on Ezeatm’s ability to generate income from its operations, further financing may be required in addition to current amounts. If additional financing is unable to be obtained as needed, Ezeatm may be required to reduce the scope of its operations and scale back its expansion and development programs as the case may be.

Reduced use of cash

There is a risk that consumer behaviour and spending habits may change which may reduce the need for cash, and hence transactions from Ezeatm’s ATMs. This is particularly the case where consumer spending is, for whatever reason, subdued.

Furthermore new technologies may also be introduced which reduce the need for cash.

Reliance on key personnel

Ezeatm’s success largely depends on the core competencies of its Directors and management and Ezeatm’s ability to retain its key executives, including specifically its executive Directors Todd and Chad Zani. The loss of any of these personnel could materially and adversely affect Ezeatm and impede the achievement of its business goals.

Whilst Ezeatm has taken steps to mitigate this risk, including through providing an appropriate remuneration and incentive package for its executives and appropriate restraint of trade clauses, there can be no assurance that Ezeatm will be able to retain its key personnel or find suitable replacements if required. The failure to retain key personnel and attract highly qualified personnel could materially affect Ezeatm’s ability to achieve its business goals and financial position.

Regulatory changes

The financial services sector of the Australian economy is subject to regular review and oversight. The Australian ATM network is a payment system for the purposes of the Payment Systems (Regulation) Act 1998 (Cth), and is subject to various regulations administered by the Reserve Bank of Australia ( RBA ). In 2009 the RBA introduced new regulations designed to increase competition and permit direct charging for transactions using an ATM.

These regulations are subject to regular review. There is a risk that the regulations may change in a manner that could impact adversely on the assets, operations and, ultimately the financial performance of Ezeatm.

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Other risks

The above risks ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above risks, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the Company’s securities.

3.9 Directors’ recommendation

Subject to their fiduciary duties, the Directors each recommend that Shareholders vote in favour of the Resolutions, and they and their associates will each vote Shares they have the power to vote in favour of the Resolutions.

4 RESOLUTION 1 – CHANGE TO SCALE OF ACTIVITIES

4.1 General

Resolution 1 seeks approval from Shareholders for a change in the scale of the activities of Ezeatm. The proposed Acquisition, as detailed in section 3 of this Explanatory Statement, constitutes a significant change in the scale of Ezeatm’s activities, and consequently requires Shareholder approval pursuant to ASX Listing Rules 11.1.2.

If approved, the Acquisition will result in a significant change to the number of ATMs owned and operated by Ezeatm, and hence a change in its scale of activities. It will not, however, involve a change in nature of its activities as the Acquisition is consistent with Ezeatm’s current ATM deployment business.

4.2 Listing Rule 11.1.2

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the scale of its activities, it must provide full details to the ASX as soon as practicable. ASX Listing Rule 11.1.2 provides that, if ASX requires, the entity must get the approval of shareholders and must comply with any requirements of ASX in relation to the notice of meeting.

ASX has advised Ezeatm that the Acquisition is a significant change in the scale of the Company’s activities, and that Shareholder approval is required. Resolution 1 seeks that approval.

4.3 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1. This will enable the Acquisition to complete and allow Ezeatm to obtain the advantages outlined in section 3.5.

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5 RESOLUTION 2 – ISSUE OF SECURITIES

5.1 Introduction

Resolution 2 seeks Shareholder approval to issue 25 million Shares under the Placement, equal to 38.5% of the Company’s share capital (prior to the exercise of any options).

Listing Rule 7.1 limits the number of securities a company can issue in a 12 month period to 15% of its issued share capital, except for certain issues, including where first approved by Shareholders. The effect of passing Resolution 2 will be to allow the Directors to issue securities in accordance with the Resolution without those securities being included in the 15% limit.

5.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided about the issue:

• (a) The maximum number of securities to be issued is 25 million Shares.

• (b) The securities will be issued on 16 January 2012 and it is intended that allotment will occur on the same date.

• (c) The issue price is intended to be $0.40 per Share.

• (d) The securities will be allotted to sophisticated and professional investors within the exemptions detailed in section 708 of the Corporations Act, none of whom are related parties of Ezeatm.

• (e) The terms of the securities issued are fully paid ordinary Shares in the capital of Ezeatm which will rank equally with Ezeatm’s existing Shares.

• (f) Ezeatm intends to use the funds raised to complete the purchase of ATM One as described in this Explanatory Memorandum.

• (g) A voting exclusion statement is included in the Notice.

5.3 Directors’ recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 2. This will allow Ezeatm to issue securities and raise funds to complete the Acquisition whilst preserving Ezeatm’s 15% annual limit permitted by Listing Rule 7.1.

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SCHEDULE 1 - DEFINITIONS

In this Notice and Explanatory Memorandum:

Acquisition means the acquisition of ATM One by Ezeatm pursuant to the Share Sale Agreement.

ATM One means ATM One Pty Limited (ACN 120 399 840) and, where the context requires its ATM business.

ASX means ASX Limited or the Australian Securities Exchange operated by ASX Limited, as the context requires. Board means the board of Directors. Chairman means the Chairman of Ezeatm. Company or Ezeatm means Ezeatm Limited (ABN 59 151 155 734). Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time. Director means a director of Ezeatm. iCash iCash Payment Systems Limited (ACN 061 041 281). Notice means this notice of meeting. Placement has the meaning given in Resolution 2. Share means a fully paid ordinary share in the capital of Ezeatm. Share Sale Agreement means the share sale agreement between Ezeatm, iCash and ATM One pursuant to which Ezeatm will purchase all of the fully paid ordinary shares in ATM One from iCash. Shareholder means a holder of a Share.

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ANNEXURE A – PRO FORMA BALANCE SHEET AS AT 31 OCTOBER 2011

CURRENT ASSETS Cash and cash equivalents Financial assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangibles TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Financial Liabilities Bank debt TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Accumulated losses Parent interest TOTAL EQUITY	Consolidated Group 31 October Post Completion 2011 2011 $000 $000 3,073 2,073 133 1,763
	3,206 3,836
	1,149 6,612 3,695 14,609
	4,844 21,221
	8,050 25,057
	48 2,032
	48 2,032
	611 634 0 5,000
	611 5,634
	659 7,666
	7,391 17,391
	7,354 17,354 37 37
	0 0
	7,391 17,391

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Ezeatm Limited ACN 151 155 734

FOR ALL ENQUIRIES CALL: (618) 9389 8033

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FACSIMILE (618) 9389 7871

ALL CORRESPONDENCE TO:

Advanced Share Registry PO Box 1156 Nedlands WA 6909

Name and Address

YOUR VOTE IS IMPORTANT

Your Address

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

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11am (WST), 11 JANUARY 2012

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

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

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

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

STEP 3 Sign the Form

Proxy which is a Body Corporate

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

Appointment of a Second Proxy

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

To appoint a second proxy you must:

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

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

The form must be signed as follows : Individual: This form is to be signed by the securityholder.

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

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

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

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting (11am (WST) on 11 January 2012). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

• BY MAIL - Share Registry – Advanced Share Registry PO Box 1156

Nedlands WA 6009

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Advanced Share Registry 150 Stirling Hwy

Nedlands WA 6909

Attending the Meeting

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

Ezeatm Limited

## **STEP 1 - Appointment of Proxy** I/We being a member/s of **Ezeatm Limited** and entitled to attend and vote hereby appoint the Chairman of the Meeting (mark with an **OR** ‘X’) **==> picture [189 x 35] intentionally omitted <==** If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy. or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the **General Meeting of Ezeatm Limited to be held at CWA House, 1176 Hay Street, West Perth WA on 13 January 2012 at 11am (WST)** and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. **The Chair intends to vote any such undirected proxies in favour of all Resolutions.** If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is ___________ % ## **STEP 2 - Voting directions to your Proxy – please mark**  **to indicate your directions** |**STEP 2 - Voting directions to your Proxy – please mark****to indica**|**STEP 2 - Voting directions to your Proxy – please mark****to indica**|**te you**|**r direc**|**r direc**|**r direc**|**tions**| |---|---|---|---|---|---|---| |||||||| |**Ordinary Business**||**For**|**Against**|||**Abstain***| |Resolution 1|CHANGE TO SCALE OF ACTIVITIES|||||| |Resolution 2|ISSUE OF SECURITIES|||||| **STEP 3 - PLEASE SIGN HERE This section** _**must**_ **be signed in accordance with the instructions overleaf to enable your directions to be implemented.** **==> picture [504 x 126] intentionally omitted <==** **----- Start of picture text -----**
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company
Director Director/Company Secretary
Secretary
Contact Name …………………………….. Contact Daytime Telephone ………………………………….. Date / / 2012
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