SEQUOIA FINANCIAL GROUP LTD — AGM Information 2004

Dec 7, 2004

Notice of Annual General Meeting

CommSoft Group Limited ABN 90 091 744 884

Notice is hereby given that the annual general meeting of CommSoft Group Limited will be held at Level 19, Allianz Building, 2 Market Street, Sydney NSW at 2:30pm on Monday 17 January, 2005.

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Statement, which forms part of this Notice of Meeting.

ORDINARY BUSINESS

Receive Financial Statements

• 1. To receive and consider the Financial Reports of the Company and its controlled entities for the year ended 30 June 2004 and the related Directors' Declaration and Auditor's Report (Resolution 1).
• 1. Presentation by management of MDSnews.com Limited.

Election of Directors

• 1. To re-elect Mr Jeff Zulman, who retires in accordance with the Company's Constitution and offers himself for re-election (Resolution 2).
• 1. To re-elect Mr Garth Grundy, who retires in accordance with the Company's Constitution and offers himself for re-election (Resolution 3).
• 1. To re-elect Mr Jack Marcuson, who retires in accordance with the Company's Constitution and offers himself for re-election (Resolution 4).

Other Business

1. To transact any other business which may be lawfully brought forward.

Appointment of Proxies

Please note any shareholder entitled to attend and vote is entitled to appoint a proxy. A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise; where more than one proxy is appointed, the proxy may be appointed to represent a specified proportion of the shareholder's voting rights: a proxy need not be a shareholder; and forms of proxy must be lodged with or faxed to Computershare Investor Services Pty Limited (see the enclosed form of proxy for the address and fax number) at least 48 hours prior to the meeting (by 14/01/05).

A form of proxy accompanies this Notice of Meeting.

Cut-off date for voting rights

For the purposes of the meeting, the directors have determined that all shares of the Company that are quoted securities at 2:30pm on 17 January 2005 are taken to be held by the persons who hold them at

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that time. The entitlement of shareholders to vote at the meeting will be determined by reference to that time.

By Order of the Board

Jeff Zulman SECRETARY 8 December 2004

Explanatory Statement

CommSoft Group Limited ABN 90 091 744 884

Introduction

This Explanatory Statement is to be read together with (and forms part of) the Notice of Annual General Meeting to be held at Level 19, Allianz Building, 2 Market Street, Sydney on Monday 17 January 2005 2:30pm. This Explanatory Statement is intended to provide shareholders with information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

If you are not able to attend the Annual General Meeting, please complete the attached form of proxy and return it to The Company Secretary; CommSoft Group Limited; C/- Computershare Investor Services Pty Ltd; Level 3, 60 Carrington Street; Sydney NSW 2000

Resolutions - Election of Directors

Mr Jeff Zulman. Mr Garth Grundy and Mr Jack Marcuson retire at this meeting in accordance with the Company's Constitution and offer themselves for re-election.

Information on their qualifications and experience are set out below.

Mr Jeff Zulman Director

Mr Zulman is currently the Managing Director of Coyne Holdings Pty Limited, a management and investment consultancy firm. He has a strong track record of commercial success in business development, management and investment banking, gained in New York and London with Goldman Sachs and in Australia with Audant Investments. Mr. Zulman holds a BA in law and a Dip. Jurisprudence, having completed studies at Oxford University (UK). Sydney University (Australia) and the University of Witwatersrand (South Africa).

Mr Garth Grundy Director

Garth Grundy was appointed a non-executive Director in October 2002. He is currently the prinicipal of Lumen Corporate, a management and investment consultancy firm. Mr Grundy is a qualified CA and has a strong financial background both as an auditor and as a corporate advisor.

Mr Jack Marcuson Director

Jack Marcuson was appointed a non-executive Director in November 2003. He is a retired Chartered Prior to his retirement he had held the position of finance and Secretary and Cost Accountant. administration director for three overseas publicly listed companies.

Proxy Form

CommSoft Group Limited ABN 90 091 744 884

Please return completed Proxy Form to: The Company Secretary Commsoft Group Limited C/- Computershare Investor Services Pty Ltd Level 3, 60 Carrington Street Sydney NSW 2000 Fax: (612) 8235 8220

If attending the Annual General Meeting as a shareholder, please bring this form to the meeting for registration into the meeting.

If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page

I/We being a shareholder/shareholders of CommSoft Group Limited pursuant to my/our right to appoint not more than 2 proxies

appoint

of

or failing him/her

οf

or failing him/her (or if no proxy is specified above) the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the company to be held on Monday 17 January 2005 and at any adjournment of that meeting. This proxy is to be used in respect of all / % of the ordinary shares I/we hold.

I/We desire to vote on the resolutions as indicated below:

Please indicate with an X how you with your vote to be cast. Unless otherwise instructed, the proxy may abstain or vote at his or her discretion.

The resolution is number as in the notice of meeting

Resolution No.
FOR
AGAINST
ABSTAIN

If you do not wish to direct your proxy how to vote, please pace a mark in the box $\square$

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

Date this	day of		2005.
SIGNED by me/us:
IF A COMPANY:EXECUTED in accordance with section127 of the Corporations Act:
Signature of Director		Signature of Director/Secretary
Name of Director in full		Name of Director/Secretary in full

NOTES

• 1. Proxies must be received by The Company Secretary; CommSoft Group Limited; C/- Computershare Investor Services Pty Ltd; Level 3, 60 Carrington Street; Sydney NSW 2000 (on behalf of the company) not less than forty-eight hours before the time appointed for the holding of the meeting (by 14/01/05).
• 1. In the case of joint holders, each holder should sign.
• 1. If signed by the security holder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form.