SERVICE STREAM LIMITED — Major Shareholding Notification 2009

Sep 3, 2009

HOWES CREEK PTY LTD

9A Colemans Road Carrum Downs Victoria 3201

FACSIMILE

1300 482 228 Phone 1300 726 221 Facsimile

ATTENTION: MANAGER COMPANY ANNOUNCEMENTS COMPANY: ASX FACSIMILE NO: 1300 135 638 FROM: JOAN VAN HOOF RE: NOTICE OF INITIAL SUBSTANTIAL HOLDING DATE: 04/09/2009 PAGES: (INC THIS PAGE) 20

IF YOU DO NOT RECEIVE THIS MESSAGE IN FULL, PLEASE NOTIFY US IMMEDIATELY ON (03) 9562 6311

COMMENTS:

Kindly find attached:

• 1- Letter to ASX (1 page)
• 2- Form $603$ (3 pages)
• 3- Annexure Relevant Agreement: SPA Extract (15 pages)

This facsimile is intended only for the use of the addressee named herein and may contain privileged and confidential information. If you are not the intended recipient of this facsimile, you are hereby notified that any dissemination, distribution or copying of this facsimile is strictly prohibited. If you have received this facsimile in error, please immediately notify us by telephone and return the original facsimile to us at the address above via the appropriate postal service. We will reimburse any reasonable costs you incur in notifying us and returning the facsimile to us. THANK YOU.

HOWES CREEK PTY LTD ACN: 100 031 276

4 September, 2009

BY ASX FACSIMLE - 1300 135 638

Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir,

RE: Notice of becoming an initial substantial holder Service Stream Limited [ASX:SSM]

Following is a form 603 Notice of initial substantial holder dated 3rd September 2009 in accordance with section 671B of the Corporations Act 2001 (the Act).

Also find annexed the relevant agreement pursuant to section 671B(4).

I confirm that the original Form 603 has been served on Service Stream in person today pursuant to section 671B(1) (a).

Yours Sincerely,

JOAN VAN HOOF Director

Howes Creek Pty Ltd

A.C.N 100 031 276 9A Colemans Road CARRUM DOWNS VIC 3201 Telephone: 1300 482 228 Facsimile: 1300 726 221

				Form 603 Corporations Act 2001 Section 671B
				Notice of initial substantial holder
To Company Name/Scheme			SERVICE STREAM LIMITED
\CN/ARSN 072 369 870
vame CN/ARSN (if applicable)	. Details of substantial holder (1)	100 031 276		HOWES CREEK PTY LTD and its related bodies corporate
	The holder became a substantial holder on		04 / 09 / 2009
Details of voting power	elevant interest (3) in on the date the substantial holder became a substantial holder are as follows:				The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
	Class of securities (4)		Number of securities	Person's votes (5)	Voting power (6)
	FULLY PAID ORDINARY SHARES		14,497,488	14,497,488	7.37%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
GALLAGHER	BENEFICIAL OWNER	7.248.744 Ordinary Shares
Luxforde Pty Ltd	By virtue of section 608 of the	7.248.744 Ordinary Shares
Razin Ptv Ltd	Corporations Act 2001	7.248.744 Ordinary Shares
VAN HOOF	BENEFICIAL OWNER	3.624.372 Ordinary Shares
VAN HOOF	BENEFICIAL OWNER	3.624.372 Ordinary Shares
Merino Valley Pty Ltd	By virtue of section 608 of the	7.248.744 Ordinary Shares
PVH Holdings Pty Ltd	Corporations Act 2001	7.248.744 Ordinary Shares

4. Details of present registered holders

l
∏he persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Class and number Person entitled to be registered as holder (8) of securities
HOWES CREEK PTY LTD	CompterShare-Issuer Sponsored	Gallagher	7.248.744 Ordinary Shares
HOWES CREEK PTY LTD	CompterShare-Issuer Sponsored	Van Hoof	3.624.372 Ordinary Shares
HOWES CREEK PTY LTD	CompterShare-Issuer Sponsored	Van Hoof	3.624.372 Ordinary Shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder pecame a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Howes Creek Pty Ltd	19/09/2008	$ $4,000,000$ as part of the ldeferred consideration for Metering Services Australasia Pty Ltd (AMRS Group)		4.110.576 Ordinary Shares Issued
Howes Creek Pty Ltd	04/09/2009	\$4,000,000 as part of the ldeferred consideration for Metering Services Australasia Pty Ltd (AMRS Group)		10,386,912 Ordinary Shares Issued

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Luxforde Pty Ltd (095813693)	RELATED BODIES CORPORATE
Razin Pty Ltd (097315645)	RELATED BODIES CORPORATE
Merino Valley Pty Ltd (006556038)	RELATED BODIES CORPORATE
PVH Holdings Pty Ltd (115039935)	RELATED BODIES CORPORATE
VHG Investments Pty Ltd (110467091)	RELATED BODIES CORPORATE
Makeford Pty Ltd (004409313)	IRELATED BODIES CORPORATE

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Howes Creek Pty Ltd	9A Colemans Road Carrum Downs VIC 3201
Luxforde Pty Ltd	9A Colemans Road Carrum Downs VIC 3201
Razin Pty Ltd	9A Colemans Road Carrum Downs VIC 3201
Merino Valley Pty Ltd	I9A Colemans Road Carrum Downs VIC 3201
PVH Holdings Pty Ltd	I9A Colemans Road Carrum Downs VIC 3201
VHG Investments Pty Ltd	9A Colemans Road, Carrum Downs, VIC, 3201
IJBL-G Ptv Ltd	9A Colemans Road Carrum Downs VIC 3201
Makeford Pty Ltd	9A Colemans Road Carrum Downs VIC 3201

Signature	وفيتان والمرام Belixio
	print name.		RECTOR Copecity
	sign here	Distances - - -	Cate the figures of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company
		row cars to a suite final success and row were recovered as a success of the andorm odecase more recovery cars and row

Share Purchase Agreement

Dated

Howes Creek Pty Ltd (ACN 100 031 278) ("Seller") Service Stream Holdings Pty Ltd (ACN 008 027 978) ("Buyer") Service Stream Limited (ACN 072 369 829) ("SSM")

Tangga

Mallesons Stephen Jaques

$Lewel$ 50 Bourke Place 600 Bourke Street Melbourne Vic 3000 Australia T +61 3 9643 4000 F +61 3 9643 5999 DX 101 Melbourne www.mallesons.com 1924437_7.doc

Share Purchase Agreement

General terms

$\mathbf{1}$ Interpretation

$1.1$ Definitions

These meanings apply unless the contrary intention appears.

Accounting Standards means:

• accounting standards as that term is defined in the Corporations Act; $(a)$ and
• to the extent not inconsistent with paragraph (a) generally accepted $(b)$ Australian accounting principles which are consistently applied.

Action means an action, dispute, Claim, demand, investigation, inquiry, prosecution, litigation, proceeding, arbitration, mediation or dispute resolution. .
Karasarik

Adjustment to Net Assets means an amount equal to the difference between the value of Net Assets as determined in accordance with clause Error! Reference source not found: "Determination of Net Assets") and the amount paid by the Buyer to the Seller in accordance with clause Error! Reference source not found.

AMRS means AMRS (Aust) Pay Ltd (ACN 098 326 179).

ASIC means Australian Securities and Investments Commission.

Assets means the assets from time to time of the Company and its Subsidiances.

Associate has the same meaning as in Part 1.2, Division 2 of the Corporations Act.

ASX means ASX Limited, Australian Securities Exchange or the Australian Stock Exchange as appropriate.

Australian Tax Act means the Income Tax Assessment Act 1936 (Cwlth) or the Income Tax Assessment Act 1997 (Cwlth), as the context requires.

Authorised Officer means, in respect of a party, a director or secretary of the party or a person appointed by the party to act as an Authorised Officer under this agreement.

Authority means any Government Agency responsible for Tax, wherever situated.

Bank Guarantee means each of the bank guarantees specified in Schedule 9 issued on behalf of a Group Member in favour of a customer.

Board means the board of directors of the Company.

Business means the removal and installation of meters for the measurement of the delivery of electricity, gas and water and the reading of those meters, as presently conducted.

Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne.

Business Premises means all the land and buildings leased, occupied, owned or otherwise used by the Company and its Subsidiaries.

Buyer means Service Stream Holdings Pty Ltd (ACN 008 027 978).

Change of Control Clause has the meaning given to that term given in clause Error! Reference source not found..

Claim means any allegation, debt, cause of action, Liability, chaim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at Law, in equity, under statute or otherwise a.

Company means Metering Services Australasia Pty Ltd (ACN 097 316 268).

Completion means completion of the sale and purchase of the Shares in accordance with clause 4 ("Completion") and Complete has a corresponding meaning.

Conditions Precedent means the conditions precedent set out in clause 3.1 ("Conditions Precedent").

Consolidated Group has the meaning given to it in the Australian Tax Act.

Confidential Information means all Information disclosed to the Receiving Party or any Related Entity or Representative of the Receiving Party, under or in connection with this agreement, including:

• information which, either orally or in writing, is designated or $(a)$ indicated as being the proprietary or confidential information of the Disclosing Party or any of its Related Entities;
• information derived or produced partly or wholly from the $(b)$ Information including any calculation, conclusion, summary or computer modelling; and
• information which is capable of protection at Law or equity as $(c)$ confidential information.

whether the Information was disclosed:

• orally, in writing or in electronic or machine readable form; $(d)$
• $(e)$ before, on or after the date of this agreement;
• as a result of discussions between the parties concerning or arising $(f)$ out of the acquisition of the Business; or
• by the Disclosing Party or any of its Representatives, any of its $(g)$ Related Entities, any Representatives of its Related Entities or by any third person.

Constitution means the constitution of the Company.

Contracts means the contracts and commitments entered into by the Company and the Subsidiaries.

Control of a corporation includes the direct or indirect payer to directly or indirectly:

• direct the management or policies of the corporation; or $(a)$
• control the membership of the board of directors, $(b)$

whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights, and whether or not it arises by means of trusts, agreements, arrangements, anderstandings, practices, the ownership of any interest in shares or stock of that corporation or otherwise.

Controller has the meaning it has in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cwlth).

Deal when used with respect to an item of property, includes sell, offer for sale, transfer, assign or grant or allow to exist any Encumbrance, trust, option or other right in relation to the whole or any part of the item of property.

Details means the section of this agreement headed "Details".

Disclosing Party means the party disclosing Confidential Information.

Disclosure Material means the written material relating to the Group and the Business that has been disclosed to the Buyer or its advisers by or on behalf of the Seller on or before Completion, whether as part of its due diligence enquiries and investigations into the Group or otherwise.

Due Diligence means the enquiries and investigations into the Company and its Subsidiaries carried out by the Buyer and its Representatives or the Seller and its Representatives as the case may be.

Duty means any stamp, transaction or registration duty or similar charge which is imposed by any Governmental Agency and includes, but is not

limited to, any interest, fine, penalty, charge or other amount which is imposed in that regard.

EBIT means Earnings Before Interest and Taxes.

Employees means the employees of the Company and its Subsidiaries at Completion.

Encumbrance means any:

• security for the payment of money or performance of obligations, $(a)$ including a mortgage, charge, lien, pledge, trust, power, title retention or flawed deposit arrangement; or
• right, interest or arrangement which has the effect of giving another $(b)$ person a preference, priority or advantage overcreditors including any right of set-off; or
• right that a person (other than the owner) has to remove something $(c)$ from land (known as a profit a pendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or ta ya T
• third party right or interest or any right arising as a consequence of $(d)$ the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Engaged or Involved includes direct or indirect involvement as a principal, agent, partner, employee, shareholder, unitholder, director, trustee, beneficiary, manager, consultant, adviser or financier.

an Brenger Event means any act emission, occurrence, transaction or circumstance.

Environment means all of the physical surroundings of humans including:

• land, water, atmosphere, climate, sound, odour and taste; and $(a)$
• the biological factors of animals and plants; and $(b)$
• the social factor of aesthetics affecting any human individually or in $(c)$ their social groupings.

Equipment means all of the plant, equipment and other fixed assets which are owned, used, or in the possession or control of the Company or any of its Subsidiaries.

Equipment Leases means leases of, and agreements to hire, equipment (including motor vehicles) to the Company or any Subsidiary.

Excluded Information means Confidential Information which:

• is in or becomes part of the public domain other than through breach $(a)$ of this agreement or an obligation of confidence owed to the Disclosing Party or any Related Entity of the Disclosing Party;
• $(b)$ the Receiving Party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the Disclosing Party or its Related Entities or Representatives (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
• the Receiving Party acquires from a source other than the Disclosing $(c)$ Party or any Related Entity or Representative of the Disclosing Party where such source is entitled to disclose it.

First Installuent has the meaning given to that term in clause Error! Reference source not found. ("First Instalment").

Government Agency means any government, governmental, semigovernmental, administrative, fiscal or judicial body department, commission, authority, tribunal, agency or entity and includes any other person authorised by law to give consents or impose requirements in connection with the Environment.

×.

Group means the Company and the Subsidiaries.

Group Member means any member of the Group.

GST means a goods and services or similar tax imposed in Australia.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 $(Cwlth)$ .

Information means all information regardless of its Material Form relating to or developed in connection with:

• $(a)$ the business, technology or other affairs of the Disclosing Party or any Related Entity of the Disclosing Party, or in the case of the Seller only, the Company; or
• $(b)$ any systems, technology, ideas, concepts, know-how, techniques, designs, specifications, blueprints, tracings, diagrams, models, functions, capabilities and designs (including computer software, manufacturing processes or other information embodied in drawings or specifications), intellectual property or any other information which is marked "confidential" or is otherwise indicated to be subject to an obligation of confidence owned or used by or licensed to the Disclosing Party or a Related Entity of the Disclosing Party, or in the case of the Seller only, the Company.

Input Tax Credit has the meaning it has in the GS

A person is Insolvent if:

• it is (or states that it is) an insolvent under administration or insolvent $\left( a\right)$ (each as defined in the Corporations Act); or an di Kabupatén Kabupatén Jaw The complete
• it is in liquidation, in provisional liquidation, under administration or $(b)$ wound up or has had a Controller appointed to any of its property; or
• it is subject to any arrangement, assignment, moratorium or $(c)$ composition protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgariation while solvent on terms approved by the other parties to ang pang this agreement); or
• an application or order has been made (and in the case of an $(d)$ application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (a), (b) or (c) above; or
• it is taken (under section 459F(1) of the Corporations Act) to have $(e)$ failed to comply with a statutory demand; or
• it is the subject of an event described in section $459C(2)(b)$ or section $\circ$ 585 of the Corporations Act (or it makes a statement from which another party to this agreement reasonably deduces it is so subject); $\overline{or}$
• it is otherwise unable to pay its debts when they fall due; or $(\mathbf{g})$
• something having a substantially similar effect to (a) to (g) happens in $(h)$ connection with that person under the Law of any jurisdiction.

Last Accounts means:

$(a)$ each of the Financial Statements;

• $(b)$ applicable notes to each of the Financial Statements required by the Accounting Standards; and
• any other information necessary to give a true and fair view of the $(c)$ financial position and performance of the Company and its Subsidiaries; and
• $(d)$ a directors' declaration regarding the Financial Statements (taken together) containing the information and opinions required by the Corporations Act,

copies of which are attached as annexure A ("Last Accounts").

Law includes:

• any law, regulation, authorisation, ruling, judgment, order or decree $(a)$ of any Government Agency; and
• $(b)$ any statute, regulation, proclamation ordinance or -law in: b٧
• $(i)$ Australia; or
• TANADIA $(ii)$ any other jurisdiction.

Leased Plant and Equipment means the subject matter of the Equipment Leases. a parti di papa dan pada pada tahun 1970.
Pada tahun 1970, pada tahun 1970, pada tahun 1970, pada tahun 1970.

÷,

Liability means any flability or obligation (whether actual, contingent or prospective), including for any Loss irrespective of when the acts, events or things giving rise to the liability occurred but excluding liability for any consequentiator indirect losses, economic losses or loss of profits.

Licence means a statutory, municipal, contractual or other licence, consent, permission permit, right or authority.

Loss means all damage, loss, cost and expense (including legal costs and expenses of whatsoever nature or description) but excluding any liability for consequential or indirect losses, economic losses or loss of profits.

Management Accounts means the:

• unaudited balance sheet of the Company and its Subsidiaries; and $(a)$
• unaudited profit and loss statement of the Company and its $(b)$ Subsidiaries.

prepared on a monthly basis.

Material Form includes any form (whether visible or not) of storage from which reproductions can be made.

Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a Material Form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.

Plant and Equipment means all plant, equipment, motor vehicles, machinery, furniture, computer and communications hardware, fixtures and fittings owned or used by the Company or any Subsidiary and all consumables, spare parts, tools and other maintenance items and office supplies.

en de la provincia de la provincia de la provincia de la provincia de la provincia de la provincia de la provi
La provincia de la provincia de la provincia de la provincia de la provincia de la provincia de la provincia d

Privacy Laws means:

• the Privacy Act 1988 (Cwlth); and $(a)$
• any other requirement under Australian Law, industry code, policy or $(b)$ statement relating to the handling of Personal Information.

Properties means each of the properties described in Schedule 5.

Property Leases means the leases to the Company and the Subsidiaries of real property.

Purchase Price means the aggregate consideration payable for the Shares calculated in accordance with this agreement.

Receiving Party means the recipient of Confidential Information.

Records means originals and copies, in any Material Form, of all books, files, reports, records, correspondence, documents and other material of or relating to or used in connection with the Company or Group and includes:

minute books, statutory books and registers, books of account and $(a)$ copies of taxation returns;

• $(b)$ sales literature, market research reports, brochures and other promotional material (including printing blocks, negatives, sound tracks and associated material);
• all sales and purchasing records, contracts, designs and working $(c)$ papers;
• all trading and financial records; and $(d)$
• $(e)$ lists of all regular suppliers and customers.

Related Body Corporate has the meaning it has in the Corporations Act.

Related Entity has the meaning it has in the Corporations Act.

Related Party has the same meaning as it would have in section 9 of the Corporations Act if all references in section 9 to "public company" were to je pozicijanje pozicije z pozicije z pozicije z pozicije z pozicije z zapozicije z zapozicije z zapozicije z z
Zapozicije z pozicije z pozicije z pozicije z pozicije z pozicije z pozicije z pozicije z zapozicije z pozicij "public company or proprietary company".

Representative of a party includes an employee, agent, officer, director, auditor, adviser, partner, associate, consultant, joint venturer of sub-contractor of that party or of a Related Entity of that party.

Retiring Directors means the existing directors of the Company and each Subsidiary.

and . Retiring Secretary means the existing company secretary of the Company and each Subsidiary. g a shekara

Second Instalment has the meaning given to that term in clause 5.2 ("Second Instalment").

Second Instalment Date means the earlier of:

the date of completion of the audit of the Company and its $(a)$ Subsidiaries for the year ending 30 June 2008; and

I September 2008. $(b)$

Seller means Howes Creek Pty Ltd (ACN 100 031 276).

Seller Associate means the Seller and its subsidiaries, other than a member of the Target Group.

Shares means all the issued shares in the capital of the Company and Share means any one of those shares.

SPA Claim means any Claim by the Buyer, SSM and/or a Group Member against the Seller or any Related Entity of the Seller under or in relation to or arising out of this agreement including any Claim for breach of a Seller's Warranty or a Claim under an indemnity contained in this agreement.

SSM means Service Stream Limited (ACN 072 369 870).

SSM Shares Tranche 1 means the number of shares in SSM calculated by application of the following formula:

$$
A=\frac{B}{C}
$$

Where:

A is the number of SSM Shares.

B is 4,000,000.

C is 95% of the VWA Price.

SSM Shares Tranche 2 means the number of shares in SSM calculated by application of the following formula:

$A = \frac{B}{C}$

Where:

A is the number of SSM Shares.

B is 4,000,000

C is 95% of the VWA Price.

Subsidiaries means the subsidiaries of the Company as at Completion comprising all of the bodies corporate described in Schedule 3 ("Subsidiaries") and Subsidiary means any one of those bodies corporate. Target Group means the Company and the Subsidiaries.

Tax means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Authority and includes, but is not limited to any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above but excludes Duty.

Tax Act means the Income Tax Assessment Act 1936 ("Cwlth") or the Income Tax Assessment Act 1997 (Cwlth), as the context requires.

Tax Claim means an assessment notice, demand or other document issued or action taken by or on behalf of an Authority wherever it may arise whether before or after the date of this agreement, as a result of which the Company or any of its Subsidiaries is liable for Tax.

Tax Claim Amount means the amount the Company of its Subsidiaries is liable for Tax to an Authority as a result of a Tax Clama.

Tax Invoice has the meaning it has in the GST Act.

Tax Law means a Law with respect to or imposing any Tax or Duty.

Third Instalment has the meaning given to that term in clause 5.3 ("Third an di Salam Bagai di Bandung Kabupatén Kaléndher Kaléndher Kabupatén Kaléndher Kabupatén Kaléndher Kabupatén K
Kabupatén Instalment").

Third Instalment Date means the earlier of:

the date of completion of the audit of the Company and its $(a)$ Subsidiaries for the year ending 30 June 2009; and

$(b)^{\circ}$ 1 September 2009.

VWA Price means the volume weighted average price for an SSM share on the ASX automated trading system with the average being calculated over a 15 day period on which sales in the SSM shares are recorded concluding on the day before the Second Instalment Date and the Third Instalment Date as the case may be.

$1.2$ References to certain general terms

Unless the contrary intention appears, a reference in this agreement to:

(variations or replacements) a document (including this agreement) $(a)$ includes any variation or replacement of it;

• $(b)$ (clauses, annexures and schedules) a clause, annexure or schedule is a reference to a clause in or annexure or schedule to this agreement:
• $(c)$ (reference to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them:
• $(d)$ (singular includes plural) the singular includes the plural and vice versa:
• (person) the word "person" includes an individual, a firm, a body $(e)$ corporate, a partnership, joint venture, an unincorporated body or association, or any Government Agency;
• $(f)$ (executors, administrators, successors) a particular person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
• (two or more persons) an agreement representation or warranty in $(g)$ favour of two or more persons is for the benefit of them jointly and each of them individually;
• (jointly and individually) an agreement, representation or warranty $(h)$ on the part of two or more persons binds them jointly and each of them individually; all Lig
• (dollars) Australian dollars, dollars, A\$ or \$ is a reference to the $(i)$ lawful currency of Australia;
• (calculation of time) a period of time dating from a given day or the $(i)$ day of an act or event is to be calculated exclusive of that day; PARTICIPAL CONTROL
• Treference to a day) a day is to be interpreted as the period of time $(k)$ commencing at midnight and ending 24 hours later;
• Eaccounting terms) an accounting term is a reference to that term as $(1)$ it is used in accounting standards or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;
• $(m)$ (reference to a group of persons) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;
• (meaning not limited) the words "include", "including", "for $(n)$ example" or "such as", when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
• (time of day) time is a reference to Melbourne time; $(0)$
• (reference to any thing) any thing (including any amount) is a $(p)$ reference to the whole and each part of it.

$1.3$ Next day

If an act under this agreement to be done by a party on or by a given day is done after 5.30pm on that day, it is taken to be done on the next day.

$1.4$ Next Business Day

If an event under this agreement must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day.

$1.5$ Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this agreement.

$\overline{2}$ Sale and purchase of Shares

$2.1$ Sale and purchase

The Seller agrees to sell the Shares to the Buyer and the Buyer agrees to buy the Shares from the Seller with effect from 1 ally 2007, on the terms and conditions of this agreement.

وتأرد

$2.2$ Free from Encumbrance

The Shares must be transferred free from any Encumbrance and with all rights, including dividend rights, attached of accruing to them on and from 1 43k July 2007.

$2.3$ Seller's covenant

The Seller covenants with the Buyer not to Deal with the Shares prior to Completion. The parties agree that damages would be an insufficient remedy for breach of this covenant and the Seller agrees that the Buyer will be entitled to seek and obtain an injunction for specific performance to enforce the Seller's obligation under this clause without proof of actual damage and without prejudice to any of its other rights or remedies.

$5.2$ Second Instalment

• On the Second Instalment Date, the Buyer will pay to the Seller an $(a)$ amount of \$8 million to be satisfied:
• by the payment of a cash amount of \$4 million plus or minus $(i)$ any Adjustment to Net Assets; and
• by the allotment to the Seller of the SSM Shares Tranche 1, $(ii)$

(together "Second Instalment").

Prior to the allotment of the SSM Shares Tranche 1, the Seller will $(b)$ deliver to the Buyer an application for the SSM Shares Tranche 1 duly executed by the Seller in a form acceptable to the Buyer.

Third Instalment 5.3

t San

• On the Third Instalment Date, the Buyer will pay to the Seller an $(a)$ amount of \$8 million to be satisfied:
• $(i)$ by the payment of a cash amount of \$4 million; and
• allotment to the Seller of the SSM Shares Tranche 2, $(ii)$

(together "Third Instalment"). e_{n i}

Prior to the allearnent of the SSM Shares Tranche 2, the Seller will $(b)$ deliver to the Buyer an application for the SSM Shares Tranche 2 duly executed by the Seller in a form acceptable to the Buyer.