SDI LIMITED — AGM Information 2015

Oct 18, 2015

SDI Limited A.B.N. 27 008 075 581

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ( AGM ) of SDI Limited ( SDI or the Company ) will be held at 10.30 am (Melbourne time) on Friday, 20 November 2015 at the offices of SDI Limited, 15 Brunsdon Street, Bayswater, Victoria 3153, Australia.

The Explanatory Notes accompanying this Notice of Meeting provides additional information on the matters to be considered at the AGM. The Explanatory Notes and the proxy form are part of this Notice of Meeting.

A. CONSIDERATION OF REPORTS

To receive and consider the Company’s Financial Report, the Directors’ Report and the Independent Auditor’s Report of the Company in respect of the financial year ended 30 June 2015.

There is no vote on this item.

Unless the Company’s Share Registry has been notified otherwise, shareholders have not been sent a hard copy of the Annual Report. All shareholders can view the Annual Report which contains the Financial Report for the year ended 30 June 2015 on the Company’s website at www.sdi.com.au.

B. QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions about or comment on the management of the Company.

The Chairman will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• a) the conduct of the audit;

• b) the preparation and content of the Independent Auditor’s Report;

• c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• d) the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor’s Report or the conduct of the audit. A list of written questions submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the meeting.

C. ITEMS FOR APPROVAL

Resolution 1: Re-election of Mr Gerard Kennedy.

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

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“That Mr Gerard Kennedy, a Director of the Company retiring in accordance with the Company’s Constitution and the ASX Listing Rules and being eligible and having signified his candidature for office be elected as a Director of the Company”.

Resolution 2: Re-election of Mr Cameron Allen.

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

“That Mr Cameron Allen, a Director of the Company retiring in accordance with the Company’s Constitution and the ASX Listing Rules and being eligible and having signified his candidature for office be elected as a Director of the Company”.

Resolution 3: Re-election of Mr John Slaviero.

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

“That Mr John Slaviero, a Director of the Company retiring in accordance with the Company’s Constitution and the ASX Listing Rules and being eligible and having signified his candidature for office be elected as a Director of the Company”.

Resolution 4: Director Fee Pool.

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

“That, for the purposes of ASX Listing Rule 10.17 and clause 23.10 of the Company’s constitution, the maximum aggregate directors’ fees payable by the Company to its directors be increased by $200,000 from $200,000 per annum to $400,000 per annum”.

The total amount of directors’ fees being paid to directors’ shall not exceed the total amount of directors’ fees approved by shareholders.

Resolution 5: Remuneration Report

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

“That, the Company’s Remuneration Report for the year ended 30 June 2015 (as disclosed in the Directors’ Report) is adopted.”

Under the Corporations Act, this resolution is advisory only and does not bind the Directors or the Company.

Resolution 6: Spill Resolution (if required)

Resolution 6 is a conditional resolution and a contingent poll will be held. The resolution will be deemed to have been withdrawn and the result of the contingent poll will not be valid if Resolution 5 passes on a majority of more than 75%. Please refer to the Explanatory Notes for further information.

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

“Subject to Resolution 5 not being passed by more than 75% of votes cast at the Annual General Meeting:

• a) a general meeting of the Company ( Spill Meeting ) be held within 90 days of the 2015 Annual General Meeting; and

• b) all of the Company’s Directors (other than the Managing Director) who were Directors of the Company when the resolution to make the Directors’ Report considered at the 2015 Annual General Meeting was passed, cease to hold office immediately before the end of the Spill Meeting; and

• c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.”

VOTING EXCLUSION STATEMENTS

A vote on Resolutions 4, 5 and 6 must not be cast (in any capacity) by, or on behalf of, the following persons:

• a member of the key management personnel ( KMP ) whose remuneration details are included in the 2015 Remuneration Report; or

• a closely related party of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolutions 4, 5 and 6 as a proxy if the vote is not cast on behalf of a person described above and either:

• the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or

• the vote is cast by the chair of the meeting and the appointment of the chair as proxy: a) does not specify the way the proxy is to vote on the resolution; and

• b) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

“Key management personnel” and “closely related party” have the same meaning as set out in the Corporations Act.

By Order of the Board

J.J. SLAVIERO Company Secretary Dated: 16 October 2015

ENTITLEMENT TO ATTEND AND VOTE

It has been determined that in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the AGM, shares will be taken to be held by the persons who are the registered holders at 7:00pm (Melbourne time) on 18 November 2015. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Proxies

A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote on his/her behalf. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the AGM.

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Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights. A proxy need not be a member of the Company. A proxy form is provided with this notice. To be effective, the proxy must be received by the Share Registrar of the Company no later than 10.30 am (Melbourne time) on Wednesday, 18 November 2015 (being 48 hours before the AGM). Proxies may be lodged in the following manner:

By Mail: Link Market Services Locked Bag A14 SYDNEY SOUTH, NSW 1235

By Fax: +61 2 9287 0309

By Hand: Link Market Services Level 12, 680 George Street SYDNEY, NSW 2000

Online: www.linkmarketservices.com.au

Step 1: Select Investor Login from the right hand menu.

Step 2: Enter “SDI Limited” as the Issuer.

Step 3: Enter your Holder Identifier (which appears under the barcode on the front of your proxy form) and your postcode or Country.

Step 4: Enter the security code, read and agree to the terms and conditions by selecting the tick box and click "Login"

Step 5: Select “Voting” from the top menu and follow the prompts to lodge your Proxy.

Voting by Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10.30am (Melbourne time) on Wednesday, 18 November 2015 being 48 hours before the AGM.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act 2001 (Cth) ( the Act ). The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company’s representative.

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SDI Limited A.B.N. 27 008 075 581

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Annual General Meeting – Explanatory Notes

These Explanatory Notes have been prepared for the information of shareholders of the Company in relation to the business to be conducted at the Company’s AGM to be held on Friday, 20 November 2015.

The purpose of the Explanatory Notes is to provide shareholders with information that is reasonably required by shareholders to decide how to vote upon the resolutions.

The Directors unanimously recommend shareholders vote in favour of Resolutions 1, 2, 3, 4 and 5 and against Resolution 6. For reasons of good governance, each Director respectively abstains where that Director has an interest in the outcome of a particular resolution and these interests are identified throughout the Explanatory Notes.

Resolutions 1, 2, 3, 4 and 6 are ordinary resolutions, which require a simple majority of votes cast by shareholders present and entitled to vote on the resolution. Resolution 5, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

Resolution 1 – Re-election of Mr. Gerard Kennedy

In accordance with clause 25.2 of the Constitution, Mr. Gerard Kennedy retires and, being eligible, offers himself for re-election as a Director. Mr. Kennedy is a member of the Audit Committee and a member of the Remuneration Committee.

Mr. Kennedy is a Principal in the Law firm of Macpherson and Kelley Lawyers and has spent many years in advising clients on matters of mergers and acquisitions, contract, licensing, joint ventures, tenders, corporate governance and compliance, corporations law, and international trade.

Mr. Kennedy was a former member of the Business Law Advisory Committee of the Law Institute of Victoria, and is currently a member of the International Trade and Commercial Law Section of the Law Council of Australia, and an accredited member of the Australian Compliance Institute.

Mr. Kennedy is a Law Institute of Victoria Accredited Business Law Specialist, Barrister and Solicitor of the Supreme Court of Victoria and the High Court of Australia, holds a Post Graduate Diploma in Commercial Law from Monash University majoring in International Trade Law and International Banking and Finance Law, and is a Notary Public and a member of the Victorian Lawyers RPA Ltd.

The Directors, with Mr. Kennedy abstaining, recommend that shareholders vote in favour of this Resolution.

Resolution 2 – Re-election of Mr. Cameron Allen

In accordance with clause 25.2 of the Constitution, Mr. Cameron Allen retires and, being eligible, offers himself for re-election as a Director. AGM. Mr. Allen is Chairman of the Audit Committee and a member of the Remuneration Committee.

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Mr. Allen is currently the Managing Partner of WTS Australia ( WTS ) which he established in 2010. WTS Australia is the Australian member firm of international professional services organisation, WTS - Tax Legal Consulting. Prior to WTS, Mr. Allen was a tax partner at Deloitte Touche Tohmatsu and its predecessor firm, BDO, as well as holding a senior role at Ernst & Young. Mr. Allen has over 20 years’ experience in advising large and small corporate organisations on domestic and international taxation and “best practice” processes.

In addition to his extensive career, Mr. Allen also sits on the global board of WTS Alliance which coordinates its network activities in over 100 countries.

Mr. Allen holds a Master of Taxation degree from the University of Melbourne and a Bachelor of Business (Accounting) degree from Deakin University. He is also a Chartered Tax Adviser and member of The Tax Institute (Australia).

The Directors, with Mr. Allen abstaining, recommend that shareholders vote in favour of this Resolution.

Resolution 3 – Election of Mr. John Slaviero

In accordance with clause 25.2 of the Constitution, Mr. John Slaviero retires and, being eligible, offers himself for re-election as a Director. Mr. Slaviero has been the Chief Financial Officer and Company Secretary of SDI Limited for over twelve years and recently has been appointed as the Chief Operating Officer in addition to these responsibilities. He has over 35 years’ of finance and accounting experience in large multi-national and medium size manufacturing companies.

Mr. Slaviero holds a Bachelor of Business (Accounting) degree from Swinburne University and is a CPA and a Fellow of the Association of Taxation & Management Accountants.

The Directors, with Mr. Slaviero abstaining, recommend that shareholders vote in favour of this Resolution.

Resolution 4: Increase in the maximum aggregate amount of fees payable to Directors

ASX Listing Rules and the Company’s Constitution require that the maximum aggregate NonExecutive Directors’ fees may only be increased by a resolution of Shareholders in a general meeting.

The most recent determination was at the Annual General Meeting held on 5 November 2003, where the Shareholders approved an aggregate increase in remuneration from $100,000 to $200,000.

Since that time, the duties, size and expectations of the Board have significantly altered. The Directors consider that it is appropriate to increase the fee pool to:

• ensure the Company has the ability to attract and retain high caliber non-executive directors with the appropriate skills, expertise and competencies;

• to provide flexibility to enable Non-Executive Directors to be competitively remunerated; and

• to create capacity to appoint additional non-executive directors in future if required.

There have been no securities issued to a non-executive director under ASX Listing Rule 10.11 or 10.14 at any time within the preceding three years.

The Directors recommend that shareholders vote in favour of this Resolution.

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Resolution 5 – Remuneration Report

Shareholders will be given the opportunity to ask questions at the meeting about the Remuneration Report which is included in SDI’s Annual Report 2015.

At the 2014 Annual General Meeting a ‘no’ vote of 25% or more of eligible shareholders was recorded. If at the 2015 AGM there is a ‘no’ vote of 25% or more cast by eligible shareholders, the Company is required to vote on Resolution 6, the Spill Resolution.

The Company has taken into consideration the ‘no’ vote against the Company at the 2014 AGM. It continues to engage the services of an independent remuneration consultant and will actively consider and, where deemed appropriate, implement the recommendations made by the independent remuneration consultant. . During the financial year, the independent consultant conducted:

• Comparative analysis and review of comparable remuneration practices across a sample of specific industry companies;

• a high level comparative analysis and review of market performance across a sample of specific industry companies.

The analysis included:

• reviewing and beck marking position descriptions and remuneration of the executives’ roles with regard to a specific market perspective; and

• reviewing short and long term incentives in specific markets.

The following principles, recommended by the independent remuneration consultant, are followed by the Remuneration Committee:

• Pay competitive rewards to attract and retain high quality executives, having regard for the following:

• capabilities and experience;

• competitive by market standards;

• reward executives for achieving Company and business targets; and

• align the interests of the executive with those of shareholders.

• Remuneration paid to the executive group should reflect industry and market conditions.

• Remuneration paid to the executive group needs to include some ‘at-risk’ component to align with market best practice.

• Exceptional performance-based remuneration will be available and paid by exception and at the discretion of the Board.

• Performance measures associated with incentives should be challenging and achievable, with KPIs that are linked to factors over which the executive has control, but which are not easily manipulated.

Why you should vote in favour of Resolution 5

The Board and Executive have used the services of an independent remuneration consultant to conduct:

• a thorough comparative analysis and review of comparable remuneration practices across specific industries; and

• a high level, comparative analysis and review of market performance across a sample of specific industry companies and found that SDI Limited performed at the 80[th] percentile of the salary benchmarks identified.

Based upon this data, the Board has formulated a remuneration policy that it has determined is both fair and sufficient to attract and retain high calibre executives and provide a market based equitable remuneration policy whereby:

• there is a fixed element to remuneration, a short term incentive (STI) and a long term incentive (LTI) dependent upon performance for executive roles, as appears common practice across the market; and

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• total remuneration packages (base salary plus STI & LTI) would be targeted at the 80th percentile of the salary benchmarks which corresponds to SDI’s comparative performance. This sits just above midway between the middle and top of the market.

Section 250R of the Corporations Act

Section 250R of the Corporations Act requires a resolution that the Remuneration Report to be adopted be put to a vote. The vote on the resolution is advisory only, and does not bind the Directors of the Company. The Remuneration Report is included in the Company’s 2015 Annual Report, which sets out details of the Company’s Director and Key Management Personnel ( KMP ) remuneration.

Under the Corporations Act 2001, if at least 25% of the eligible votes cast on this resolution are against the adoption of the Remuneration Report at two consecutive Annual General Meetings, the Company will be required to put to Shareholders at the second Annual General Meeting a resolution proposing the calling of an extraordinary general meeting to consider the election of Directors of the Company (“spill resolution”).

This Notice of Meeting includes a “conditional” resolution (Resolution 6). This resolution will be put to the meeting, but even if it is passed, it will only become effective if, on the basis of the formal results of the poll, it is evident that the Company has received a second strike. Further detail is included in the Explanatory Notes to Resolution 6 below.

The Directors unanimously recommend that shareholders vote in favour of this Resolution.

Resolution 6 – Spill Resolution

Resolution 6 is subject to the result of Resolution 5. Resolution 6 ( Spill Resolution ) is required to be included in this Notice of Meeting by Division 9 of Part 2G.2 of the Act because the resolution to adopt the Remuneration Report (contained in the Company’s 2014 Annual Report) received at least 25% of the votes cast against the adoption of the Remuneration Report.

If, at this AGM, Resolution 5 receives at least 25% of the votes cast against the Remuneration Report, the Company will receive its second strike and the Company is required to put the Spill Resolution to a vote.

To allow the Company to progress the business of this AGM without the need for any adjournment to consider the results of the vote of Resolution 5, the Company will proceed to put the Spill Resolution to a vote on a conditional basis. The result of the vote on the Spill Resolution will only be valid if Resolution 5 is not passed or passes but not by more than 75% of the votes cast. Conversely, if Resolution 5 passes on a majority of more than 75%, the Spill resolution will be deemed withdrawn and any votes cast on the Spill Resolution prior to the withdrawal of the Spill Resolution will be treated as invalid.

Majority required for the Spill Resolution

If more than 50% of eligible shareholders vote in favour of the Spill Resolution, the Company must convene a general meeting ( Spill Meeting ) within 90 days after the Spill Resolution is passed.

The Spill Meeting

If the Spill Resolution is passed, all of the Directors who were in office at the date of the approval of the applicable Director’s Report, other than the Managing Director, cease to hold office immediately before the end of the Spill Meeting, but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

Members should note the following:

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• if a meeting is required the sole purpose of the Spill Meeting will be to elect Directors of the Company;

• the Company will provide at least 28 days notice of the Spill Meeting as required under the Corporations Act; and

• if any person intends to move a resolution relating to the election of a Director of the Company, that person must comply with a minimum notice period contained in the Company’s Constitution.

Shareholders should also note that there are no voting exclusions applicable to the Spill Meeting and existing majority Shareholders of the Company can exercise their voting rights to re-elect the existing Directors of the Company without any changes to the composition of the Board.

Shareholders should be aware that the convening of a Spill Meeting will result in the Company incurring additional expense in conducting a meeting as well as potential disruption to its focus on the business operations.

The Directors strongly recommend that Shareholders vote against the Spill Resolution.

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ABN 27 008 075 581

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SDI Limited

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au BY MAIL  SDI Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

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PROXY FORM

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

APPOINT A PROXY

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

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:30am on Friday, 20 November 2015 at the offices of SDI Limited, 15 Brunsdon Street, Bayswater, Victoria 3153 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolutions 4, 5 and 6: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 4, 5 and 6, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote all available proxies in favour of all items of business except Resolution 6, where he will be voting against.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• For Against Abstain * For Against Abstain *

• 1 Re-election of Mr Gerard Kennedy 5 Adoption of the Remuneration Report as a Director

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• 2 Re-election of Mr Cameron Allen as a Director

• 6 Spill Resolution (if required)

• 3 Re-election of Mr John Slaviero as a Director

• 4 Director Fee Pool

 * 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 SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

SDI PRX501C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address 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.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may 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 or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A 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’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the 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, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:30am on Wednesday, 18 November 2015, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE 

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MAIL 

SDI Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

• (b) return both forms together.

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 shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge 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.

CORPORATE REPRESENTATIVES

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 in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.