SERVCORP LIMITED — AGM Information 2003

Sep 30, 2003

SERVCORP LIMITED

ABN 97 089 222 506

Notice of Annual General Meeting 2003

and explanatory notes

Date: Thursday 6 November 2003

Time: 5.00pm

Place: The Chifley Tower

Level 29

2 Chifley Square

Sydney NSW 2000

Notice Of Annual General Meeting

The fourth Annual General Meeting of Members of Servcorp Limited will be held at The Chifley Tower, Level 29, 2 Chifley Square, Sydney at 5.00pm on Thursday 6 November 2003.

Business

Item 1 Annual financial report, directors' report and audit report

To receive and consider the financial report, the directors' report and the audit report in respect of the financial year ended 30 June 2003.

Election of director Item₂

To elect a director.

Mr Bryan William Joseph Pashby retires by rotation in accordance with rule 6.1(f) of the Company's Constitution and, being eligible, offers himself for re-election.

The Explanatory Notes form part of this Notice of Meeting.

By Order of the Board

GL Pearce Company Secretary 16 September 2003

Entitlement to vote

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001, the Board has determined that in relation to the general meeting being convened by this notice, shares will be taken to be held by the persons who are the registered holders at 5.00pm on 4 November 2003. Accordingly, those persons will be entitled to attend and vote at the Annual General Meeting. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

• $(a)$ Any member entitled to attend and vote at the meeting may appoint not more than two proxies to attend and vote on their behalf.
• The proxy so appointed need not necessarily be a member of Servcorp. $(b)$
• Where a member appoints two proxies, the appointment may specify the proportion or ${C}$ number of that member's votes each proxy may exercise. If the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the votes.
• $(d)$ Where a member appoints two proxies, neither proxy is entitled to vote on a show of hands.
• To be effective, the proxy form and, if the form is signed by the member's attorney, the $(e)$ authority under which the proxy form is signed (or a certified copy of the authority) must be lodged no later than 5.00pm on Tuesday 4 November 2003, which is 48 hours before the meeting. Proxies may be lodged:
• by mail, to Servcorp's share registry: Registries Limited PO Box R67 Royal Exchange, Sydney, NSW 1223
• by facsimile: (02) 9279 0664
• by delivery to Servcorp's registered office: Level 17, 60 Castlereagh Street, Sydney, NSW 2000
• $(f)$ If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as he or she thinks fit.
• If a member appoints the Chairman of the meeting as the member's proxy and does not $(q)$ specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that member, in favour of that item.

Explanatory notes

Item₂ Election of director

The Company's Constitution specifies that an election of directors must take place each year. One-third of the Board, excluding the Managing Director, and any other director who has held office for three or more years, must retire from office at each annual general meeting.

Bryan Pashby was appointed to the Board in October 1999.

Bryan's career spans forty-three years of accounting and management. Prior to joining Servcorp, Bryan worked for Lend Lease Corporation in a number of management and accounting positions. Bryan joined Servcorp in 1991. He has managed three Servcorp floors and has been instrumental in their success. In 1995 Bryan was appointed to the position of Company Secretary for all of Servcorp's Australian businesses and in 1997 took on the finance role for all of the Servcorp businesses in Australia and overseas. In 1999 Brvan was appointed to the position of Finance Director. Upon the appointment of a Chief Financial Officer in January 2000, Bryan was appointed Commercial Director. Brvan ceased his executive role with Servcorp in June 2003, and is now a nonexecutive director.

The directors (with Mr Pashby abstaining) recommend that members vote in favour of this resolution.

Proxy Form

Registered name and address 1.

***

To complete the proxy form, please see the instructions on the back of this form and refer to the accompanying documents for details of each item of business.

2. Appointment of proxy

Write here the name of the person you I/We being a member/s of Servcorp Limited hereby appoint are appointing if this person is someone other than the Chairman of the meeting

OR

Failing the person named, or if no person 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 Servcorp Limited to be held on 6 November 2003 and at any adjournment of that meeting.

Mark the box with "X" if you are appointing the Chairman of the meeting

If you are appointing a second proxy please state the number of shares OR the percentage of your voting rights applicable to this proxy form.

Number of shares

3. Directions to proxy

Your proxy may decide whether or how to vote on For each item of business please mark an "X" in one box only to indicate any item of business, except where specifically your voting instruction. directed below. ы.

	Item 2:	Election of director		For	Against	Abstain	NU Direction
		Bryan Pashby
4.		Signature(s) of member(s)
		Individual or Member 1	Member 2		Member 3
		Director / Company Secretary	Director			Sole Director / Company Secretary

Instructions for completion of the Proxy Form

1. Name and address

Please complete your name and address as it appears on the Servcorp Limited share register.

2. Appointment of proxy

A member entitied to attend and vote is entitled to appoint not more than two proxies to attend and vote on behalf of the member. Insert the name of your proxy if your proxy is someone other than the Chairman of the Meeting. If you wish to appoint the Chairman of the Meeting as your proxy, cross the second box as indicated. If you leave this section blank or your named proxy is unable to attend, the Chairman of the Meeting will be your proxy to vote your shares. Your proxy need not be a member of Servcorp Limited. If you are appointing a second proxy, an additional proxy form may be obtained by telephoning the Servcorp Limifed share registry. Alternatively, you may photocopy this form.

To appoint a second proxy-

• (a) On the first proxy form state the number of shares or the percentage of your voting rights applicable to the first proxy.
• (b) On the second proxy form state the number of shares or the percentage of your voting rights applicable to the second proxy.
• (c) Return both forms in the same envelope.

3. Directions to proxy

You may direct your proxy how to vote on an item of business by placing an "X" in one of the first three boxes opposite that item. All your shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box/es.

If you mark more than one box on an item of business (other than to apportion your yoting rights), your yote on that item will be invalid.

No Direction

If you do not wish to direct your proxy how to vote on an item of business, please place an "X" in the " No Direction" box (i.e. the fourth box) opposite that item. If you mark the "No Direction" box or if you do not mark any of the boxes on a given item (either for all of your shares, or for some of them), your proxy may vote or abstain from voting those shares as he or she chooses.

If the Chairman of the Meeting is acting as your proxy he intends to vote any undirected proxies held on a particular item of business in favour of the relevant resolution on that item of business

By marking the "No Direction" 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. If you do not mark the "No Direction" box, and you have not directed your proxy how to vote, the Chairman will not exercise your proxy if he has an interest in the outcome of the resolution.

4. Signature(s)

Each member must sign this form. If your shares are held in joint names, all members must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Servcorp Limited share registry or a certified copy of it must accompany this form.

Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory i.e. Director and Director, or Company Secretary and Director, or the Sole Director and Sole Company Secretary.

5. Lodament of proxy

Once duly completed, this proxy form (and where applicable the original or a certified copy of any power of attorney under which it is signed) must be received by Servcorp Limited not later than 5.00pm on Tuesday, 4 November 2003, being 48 hours before the time for commencement of the meeting. Any proxy form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

• by posting, delivery or facsimile to the Servcorp Share Registry (see details below).
• by delivery to the Registered Office of Servcorp Limited, Level 17 BNP Paribas Centre, 60 Castlereagh Street, Sydney, NSW 2000.

The Servcorp Share Registry

Registries Limited PO Box R67, Royal Exchange, Sydney, NSW 1223; or Level 2, 28 Margaret Street, Sydney, NSW 2000; or Phone (02) 9279 0677 Facsimile (02) 9279 0664