Slovar Limited — AGM Information 2009

Oct 21, 2009

MONEY3 CORPORATION LIMITED

ABN 63 117 296 143

NOTICE OF FOURTH

ANNUAL GENERAL MEETING

The Annual General Meeting of the Company to be held at 11.00am (Melbourne time) on 27 November 2009 at

Brown Baldwin 27 Welsford St Shepparton Victoria 3630

THIS IS AN IMPORTANT DOCUMENT

If you are in doubt as to what to do with this document please immediately see your legal adviser, financial adviser or stockbroker.

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Money3 Corporation Limited ABN 63 117 296 143 Notice of Annual General Meeting

Notice is given that the Annual General Meeting of the members of Money3 Corporation Limited ( Company ) will be held at Brown Baldwin, 27 Welsford St, Shepparton, Victoria 3630 on 27 November 2009 at 11.00am for the purpose of considering and if thought fit passing the following ordinary or special resolutions as stated below.

Please note that additional information concerning the proposed resolutions is contained in the Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting.

General Business

Resolution 1 – Financial Statements and Reports

To receive the Financial Statements for Money3 Corporation Limited for the year ended 30 June 2009, together with the Director's Report and the Independent Audit Report as set out in the Annual Report. You may download a copy of the Annual Report from our website: www.money3.com.au

Resolution 2 – Re-election of Kang Hong Tan as Director

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

"That pursuant to article 79(5) of the Company's Constitution, the members of the Company approve the re-appointment of Kang Hong Tan as a director of the Company, who, pursuant to article 79(4) of the Company's Constitution is retiring by rotation and being eligible, offers himself for re-election."

Resolution 3 – Re-election of Scott Joseph Baldwin as Director

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

"That pursuant to article 81(3) of the Company's Constitution, the members of the Company approve the re-appointment of Scott Joseph Baldwin as a director of the Company, who, pursuant to article 81(2) of the Company's Constitution is retiring and being eligible, offers himself for re-election."

Resolution 4 – Remuneration Report

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

“That the remuneration report section of the Director’s Report for the Company for the year ended 30 June 2009 be adopted.”

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Resolution 5 – Approval of Options granted pursuant to the ESOP

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

“That for the purposes of the Corporations Act and ASX Listing Rule 10.5, the granting of 1,000,000 options to Scott Joseph Baldwin over five years in five equal tranches of 200,000 each be approved.”

Note:

• (a) Scott Joseph Baldwin is an Executive Director and the Chief Operating Officer of the Company

• (b) A summary of the terms of the Employee Share Option Plan (ESOP) is included in Explanatory Notes to this Notice of Meeting

Other Business

To consider any other business that may legally be brought forward.

By Order of the Board:

Christopher Baldwin Company Secretary Melbourne, 23 October 2009

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MONEY3 CORPORATION LIMITED ABN 63 117 296 143 Notice of Annual General Meeting Explanatory Notes

These Explanatory Notes have been prepared to provide members with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting ( AGM ) of the Company ( Notice ) concerning the meeting to be held at 11.00am on 27 November 2009 at Brown Baldwin, 27 Welsford St, Shepparton, Victoria 3630.

1. Resolution 1 - Financial Statements and Reports

This resolution is self-explanatory. It is intended to provide shareholders with the opportunity to raise questions on the Financial Statements and Reports, and on the performance of the Company generally.

Shareholders should note that the Financial Statements and Reports will be received in the form presented. It is not the purpose and there is no requirement either in the Corporations Act or in the Constitution of the Company for shareholders to approve the financial report, the directors' report or the auditor's report of the meeting or that the Financial Statements and Reports be accepted, rejected or modified in any way.

2. Resolution 2 - Re-election of Kang Hong Tan

Kang Hong Tan retires by rotation and being eligible, offers himself for re-election.

Kang has been a member of the Institute of Chartered Accountants in England and Wales since 1983, and the National Institute of Accountants in Australia since 1998. Kang spent 10 years as an Accountant with La Trobe University Union and spent 7 years as an owner operator of a Pizza Haven franchise in Thornbury, Victoria. Before coming to Australia, Kang was the Group Financial Controller of Tanming Corporation Berhad for 4 years.

The Directors recommend that shareholders vote in favour of resolution 2 .

The Chairman in his/her capacity as proxy holder intends to vote undirected proxies in favour of approving this Resolution 2.

3. Resolution 3 - Re-election of Scott Joseph Baldwin

Scott Joseph Baldwin was appointed on 13 January 2009, retires during this AGM in accordance with article 81(2) of the Company's Constitution and being eligible, offers himself for re-election.

Scott has a Masters of Business Administration, Graduate Diploma on Management and a Bachelor of Engineering (Hons). Scott has previously held a number of management positions with several public listed companies. His previous position was with General Electric as a Marketing Manager covering the Asia region.

The Directors recommend that shareholders vote in favour of resolution 3 .

The Chairman in his/her capacity as proxy holder intends to vote undirected proxies in favour of approving this Resolution 3.

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4. Resolution 4 – Remuneration Report

Section 250R(2) of the Corporation Act 2001 (Cth) requires a resolution that the remuneration report be adopted be put to a vote at a listed company’s annual general meeting. The vote is advisory only and does not bind the Directors or Money3.

The Remuneration Report, which forms part of the Directors’ Report, is set out on pages 13 to 17 of the 2009 Annual Report and can be found on the Money3 website at www.money3.com.au

5. Resolution 5 – Approval of Options granted pursuant to the ESOP

An option was granted, subject to shareholders approval to Scott Joseph Baldwin as part of his remuneration package on 1 July 2009. Set out below is a table showing details of the Option:

Tranches	Number of options	Exercise Price	Vesting Date	Expiry Date
1	200,000	$0.50	31/12/2010	31/12/2011
2	200,000	$0.60	31/12/2011	31/12/2012
3	200,000	$0.70	31/12/2012	31/12/2013
4	200,000	$0.85	31/12/2013	31/12/2014
5	200,000	$1.00	31/12/2014	31/12/2015
Total	1,000,000

A summary of the principal terms of the ESOP is as follows:

• (a) Each Option entitles the holder, upon exercise, to be allotted one Share.

• (b) No payment is required for the grant of this Option.

• (c) Options cannot be transferred or encumbered.

• (d) Options will not be quoted on ASX. Application for listing will be made for Shares allotted pursuant to the exercise of Options.

• (e) ESOP must not exceed 5% of the total number of issued Shares as at the time of the grant.

• (f) Shares allotted under ESOP rank equally in all respects with all other Shares from date of allotment.

• (g) Options will not entitle holder to dividends until the Options are exercised.

• (h) In the event of any reconstruction (including consolidation, subdivision, reduction, capital return, buy back or cancellation) of the share capital of the Company, the number of Options to which each Participant is entitled and/or the Exercise Price of those Options will be reconstructed in accordance with the Listing Rules.

• (i) Subject to the Listing Rules, if there is a Bonus Issue to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the Bonus Issue.

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Proxy and Further Information

The Board of Directors are not aware of any other information which is relevant to the consideration by members of the proposed resolutions which are detailed in the Notice.

In accordance with the Corporations Act 2001 (Cth), a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person according to the Register of Members at 7:00pm on 25 November 2009.

A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies. The Proxy Form to be used is to be read in conjunction with, and accompanies, this notice of meeting.

A proxy need not be a member of the Company. The proxy form must be signed by the member or the member’s attorney. Proxies given by corporations must be executed by the corporation in accordance with the Corporations Act 2001 (Cth ) . Where a proxy is appointed by a member's attorney, the power of attorney together with evidence of non-revocation must be lodged with the proxy form. Further terms relating to the use of the proxy are described on the accompanying Proxy Form.

A member may choose whether or not to direct the proxy to vote. If the member does not direct the proxy how to vote on each resolution, the proxy may vote as the proxy sees fit on the resolutions for which the proxy is not directed. A member who is entitled to cast two or more votes may appoint two proxies, and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes of the member.

To be valid, proxies must be received by the Share Registry of Company, Link Market Services Limited -

• (a) by mail to Link’s address; Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235; or

• (b) by successful facsimile transmission on: (02) 9287 0309

no later than 48 hours prior to the commencement of the Annual General Meeting.

Prior to making any decision, members may wish to seek advice from their own independent financial adviser or stockbroker as to the effect of the proposed resolutions.