Slovar Limited — AGM Information 2012

Oct 1, 2012

MONEY3 CORPORATION LIMITED
ABN 63 117 296 143

ANNUAL GENERAL MEETING

The Annual General Meeting of the Company to be held at 11.00am
(Melbourne time) on 14th November 2012 at

Money3
Unit 4
60-70 Mahoneys Road
Thomastown
Victoria 3074

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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 Money3, Unit 4 60-70 Mahoneys Road, Thomastown, Victoria 3074 on 14 November 2012 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

1. Resolution 1 – Financial Statements and Reports

To receive the Financial Statements for Money3 Corporation Limited for the year ended 30 June 2012, together with the Directors' Report and the Auditor's Report as set out in the Annual Report.

You may download a copy of the Annual Report from our website: www.money3.com.au

2. Resolution 2 – Re-election of Bettina Evert as Director

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

"That Bettina Evert having retired by rotation in accordance with clause 79(4) of the Company's Constitution, and being eligible and having offered herself for re-election in accordance with clause 79(5) of the Company's Constitution, be re-elected as a Director of the Company."

3. Resolution 3 – Re-election of Christopher James Baldwin as Director

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

"That Christopher James Baldwin having retired by rotation in accordance with clause 79(4) of the Company's Constitution, and being eligible and having offered himself for re-election in accordance with clause 79(5) of the Company's Constitution, be re-elected as a Director of the Company."

4. Resolution 4 – Ratification of the issue of shares under a placement to professional and sophisticated investors

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

"For the purpose of ASX Listing Rule 7.4, the Shareholders grant subsequent approval for the issue of 5,263,158 fully paid ordinary shares which were issued to professional and sophisticated investors pursuant to a placement undertaken in May 2012 to raise funds to meet ongoing working capital requirements and the expansion of the Company's Finance Division."

5. Resolution 5 – Shareholder approval to issue up to a further 10% of issued capital during the next 12 months

To consider and if thought fit, pass the following resolution as a special resolution:

"That the Shareholders approve, for the purposes of ASX Listing Rule 7.1A, the issue of up to 10% of the Company's issued capital for the purposes set out in the explanatory memorandum forming part of this notice of meeting."

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1. Resolution 6 – Approval of the issue of securities pursuant to the Employee Share Option Plan (ESOP)

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

"That for the purposes of ASX Listing Rule 7.2, Exception 9, the Shareholders approve the issue of options under the Company's Employee Share Option Plan (ESOP) as an exception to the requirement to obtain shareholder approval under ASX Listing Rule 7.1".

1. Resolution 7 – Approval of the issue of securities under the Exempt Employee Share Plan (EESP)

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

"That for the purposes of ASX Listing Rule 7.2, Exception 9, the Shareholders approve the issue of shares under the Company's Exempt Employee Share Plan (EESP) as an exception to the requirement to obtain shareholder approval under ASX Listing Rule 7.1".

1. Resolution 8 – Issue of options to Mr Scott Baldwin

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

"That for the purposes of ASX Listing Rule 10.14, the Shareholders approve the issue to Mr Scott Baldwin of 1,000,000 free options, each with an exercise price of $0.50".

1. Resolution 9 – changes to constitution

To consider and, if thought fit, pass the following as a special resolution:

"That for the purpose of section 136 of the Corporations Act and for all other purposes, that the Constitution of the Company be amended with immediate effect by deleting clause 113(1) in its entirety and inserting in lieu thereof:

"113(1) Subject to the Act and to any special rights or restrictions attaching to any Shares, the Directors may resolve to declare and pay any dividend they deem appropriate".

1. Resolution 10 – 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 2012 be adopted."

Information on the remuneration report can be found on pages 14 to 18 of the Annual Report to Shareholders.

1. Other Business

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

1. Voting exclusions

In relation to Resolution 4 and in accordance with ASX Listing Rule 14.11.1, the Company will disregard votes cast by a person who participated in the issue and any associates of those persons.

In relation to Resolution 5 and in accordance with ASX Listing Rule 14.11.1 the Company will disregard votes cast by a person who may participate in the issue and a person who may benefit, except a benefit solely in the capacity of a shareholder and any associates of those persons.

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In relation to Resolution 6 and 7 and in accordance with ASX Listing Rule 14.11.1, the Company will disregard votes cast by a director of the entity (except one who is ineligible to participate in any employee incentive) and any associate of those directors.

In relation to Resolution 8 and in accordance with ASX Listing Rule 14.11.1, the Company will disregard votes cast by Mr Scott Baldwin and any of his associates.

However, in respect of each of the above resolutions, the Company need not disregard any such votes if:

(a) it is cast by any person referred to above as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Special voting exclusions apply in relation to resolution 10. Shareholders should read the explanatory memorandum in relation to how the voting restrictions apply.

By Order of the Board:

Craig Harris
CFO & Company Secretary
Melbourne,
2 October 2012

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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 14 November 2012 at Money3, Unit 4 60-70 Mahoneys Road, Thomastown, Victoria 3074.

1. Resolution 1 - Financial Statements and Reports

This resolution is self-explanatory. In accordance with the Corporations Act, shareholders will be given the opportunity to raise questions on the Financial Statements and Reports, and on the performance of the Company generally. During the discussion of this item, the Company's auditors will be present and will answer qualifying questions.

Written questions for the auditor

If you would like to submit a written question to the Company's auditor, please post your question to the Company Secretary or fax it to 03 9460 8300. Written questions must relate to the content of the auditors report to be considered at the Annual General Meeting or the conduct of the audit. A list of qualifying questions will be addressed at the Annual General Meeting.

Please note that all questions must be received at least five business days before the Annual General Meeting, that is by no later than 5 pm, 7 November 2012.

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.

The Directors, recommend that Shareholders vote in favour of Resolution 1.

2. Resolution 2 - Re-election of Bettina Evert

Bettina Evert retires by rotation and being eligible, offers herself for re-election.

Bettina is a consultant of FC Law Pty Ltd, a commercial law practice established in 1995 and has been either a director or a partner of that firm since 1997. She is highly experienced in commercial law and litigation. She was, prior to commencing at Fetter Gdanski, a senior solicitor on the work-out team after the collapse of the Tricontinental Bank in 1991 and worked as a senior solicitor at Telstra Corporation advising senior management in relation to corporate governance. Prior to joining Fetter Gdanski in 1996 Bettina was a director of Deloitte Touche Thomatsu. Bettina is currently Deputy Chair of the Law Institute of Victoria, Executive Committee, Litigation Section, the Chair of the Courts Practice Committee of the Law Institute of Victoria and a lay member of the CPA Australia Disciplinary Committee which hears professional disciplinary matters relating to members of CPA Australia.

Further information about Ms Evert may be found on page 11 of the Annual Report to Shareholders.

The Directors, other than Ms Evert who abstains, recommend that Shareholders vote in favour of Resolution 2.

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3. Resolution 3 - Re-election of Christopher James Baldwin

Christopher James Baldwin retires by rotation and being eligible, offers himself for re-election.

Christopher commenced work in 1960 for a public accountant and has continued his accounting professional work in taxation, business and consultancy in Shepparton as a principal and currently heads the public accounting practice of Brown Baldwin in Shepparton and Melbourne. Christopher has extensive experience in business matters, including taxation and accounting.

Further information about Mr Baldwin may be found on page 11 of the Annual Report to shareholders.

The Directors other than Mr Baldwin who abstains, recommend that Shareholders vote in favour of Resolution 3.

4. Resolution 4 – Ratification of shares issued under private placement – May 2012

(a) Introduction

As announced to the market on 2 May 2012, the Company issued 5,263,158 fully paid ordinary shares to professional and sophisticated investors as part of a private placement (Placement). The Placement was made without a shareholder approval under Listing Rule 7.1.

(b) Purpose of resolution and listing rule 7.1

ASX Listing Rule 7.1 prohibits a listed entity from issuing or agreeing to issue more than 15% of its issued capital in a 12 month period without shareholder approval (15% Limit), unless an exception applies.

Pursuant to ASX Listing Rule 7.4, an issue of securities made without approval is deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1 provided that:

(i) the issue did not breach the 15% Limit; and
(ii) the company in general meeting subsequently approves the issue.

Shareholder ratification for the issue of the Placement is now sought pursuant to ASX Listing Rule 7.4, to reinstate the Company's capacity to issue up to 15% of its issued capital, if required, in the next 12 months without shareholder approval.

(c) Notice requirements under listing rule 7.5

It is a requirement of ASX Listing Rule 7.5, that a listed entity seeking subsequent shareholder approval under listing rule 7.4 provide with the following information to Shareholders:

(i) the total number of shares issued was 5,263,158;
(ii) the price at which the securities were issued was $0.38;
(iii) the terms and conditions of the Shares allotted and issued are identical to the Company's existing fully paid ordinary Shares;
(iv) the names of the allottees are:

(A) HUB24 Custodial Services Limited - 4,605,000 shares
(B) Matooka Pty Ltd - 658,158 shares

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(v) funds raised from the Placement were used for working capital and the expansion of the Company's Auto Finance Division.

The Directors recommend that Shareholders vote in favour of Resolution 4.

5. Resolution 5 – Pre-approval for the issue of a further 10% of issued capital during the next 12 months

(a) Introduction

On 1 August 2012, new ASX Listing Rule 7.1A was introduced to allow ‘eligible entities’ to obtain the approval of Shareholders to issue by way of placement, up to 10% of its issued capital (Additional Placement Capital) in a 12 month period. The Additional Placement Capital is in addition to the 15% available to the Company under ASX Listing Rule 7.1 (which allows the issue of up to 15% of issued capital without Shareholder approval). The Company is an ‘eligible entity’ as it is not in the S & P/ASX 300 Index and has a market capitalisation of less than $300 million. The Company’s current market capitalisation is approximately $19 million.

If passed, this resolution would effectively allow the Company to issue up to 25% of its issued capital in the next 12 months without seeking any additional Shareholder approvals. The Additional Placement Capital must be an existing class of security currently quoted on the ASX, that is fully paid ordinary shares.

Shares issued with approval under ASX Listing Rule 7.1A may be issued at any time during the 12 month period from the date of this resolution.

This resolution must take the form of a special resolution which requires at least 75% of the votes that may be cast by members who are entitled to vote, to be cast in favour of the resolution. This includes voting via proxies.

Formula for calculating 10% Placement Facility

Listing rule 7.1A.2 provides that an eligible entity which has obtained Shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 months period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

$$(A \times D) - E$$

A is the number of shares on issue 12 months before the date of the issue or agreement:

a. plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;
b. plus the number of partly paid shares that became fully paid in the 12 months;
c. plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rules 7.1 and 7.4;
d. less the number of fully paid shares cancelled in the 12 months.

Note that A is has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rules 7.1 or 7.4.

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Shareholders are advised that it is a condition of approval under ASX Listing Rule 7.1A that the issue price for the Additional Placement Capital must not be less than 75% of the VWAP calculated over the 15 trading days immediately before:

(i) the date on which the price at which the Additional Placement Capital is agreed or issued; or
(ii) if the securities are not issued within 5 trading days of the date referred to in paragraph (i) the date on which the securities are issued.

(Maximum Discount)

(b) Notice requirement under ASX Listing Rule 7.3A

It is a requirement of ASX Listing Rule 7.3A.1 that Shareholders be provided with the following information when approval under ASX Listing Rule 7.1A is being sought:

The minimum price at which the Additional Placement Capital may be issued.

It is the intention of the Company that the issue price of the Additional Placement Capital will not be less than 95% of the VWAP calculation referred to at paragraph (a) above. In any event, the issue price of the Additional Placement Capital cannot be less than the Maximum Discount.

The risk of economic and voting dilution of existing shareholders that may result from an issue.

Should all of the Additional Placement Capital be issued during the next 12 month period, this will have a dilutive effect on voting and economic interests of Shareholders. It is a requirement of ASX Listing Rule 7.3A that shareholders be provided with examples of the possible dilutive effect that further issues can have on Shareholders.

Variable A in Listing Rule 7.1 A.2		Dilution
		$0.20
50% decrease in Issue Price	$0.40
Issue Price	$0.80
100% increase in Issue Price
Current Variable A	10% Voting Dilution	4,883,320 Shares	4,883,320 Shares	4,883,320 Shares
48,833,201 shares	Funds raised	$976,664	$1,953,328	$3,906,656
50% increase in current Variable A	10% Voting Dilution	7,324,980 Shares	7,324,980 Shares	7,324,980 Shares
73,249,801 shares	Funds raised	$1,464,996	$2,929,992	$5,859,984
100% increase in current Variable A	10% Voting Dilution	9,766,640 Shares	9,766,640 Shares	9,766,640 Shares
97,666,402 shares	Funds raised	$1,953,328	$3,906,656	$7,812,312

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

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1. None of the 80,000 unlisted options that the Company currently has on issue are exercised into shares before the date of the issue of the Equity Securities.

2. The 10% voting dilution reflects the aggregate percentage dilution against the issue capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

3. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Annual General Meeting.

4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% Placement capacity under Listing rule 7.1.

5. The issue price is $0.40, being the closing price of the Shares on the ASX on the 21st September 2012.

The date by which securities approved under this listing rule will be issued.

Additional Placement Capital must be issued within 12 months from the date of this resolution, or earlier if Shareholders subsequently approve a significant transaction for the purposes of ASX Listing Rule 11.1.2 or ASX Listing Rule 11.2.

The purpose for which the securities may be issued including for non-cash consideration.

Due to the recent legislative changes to the Consumer Credit Code, some small scale short term finance providers are seeking to exit the market. The Company is actively assessing the viability of acquiring some of these businesses (Potential Vendors) and accordingly, it is the intention of the Company to have the ability to issue the Additional Placement Capital to meet the costs of any suitable acquisitions. The Additional Placement Capital will allow the Company to capitalise on this opportunity.

It is intended that the Additional Placement Capital may be made available to Potential Vendors in lieu of cash payments and therefore the Additional Placement Capital may be issued for non-cash consideration.

Any issue of Additional Placement Capital would be subject to the Directors being satisfied of the viability of such acquisitions. At the time of this Explanatory Memorandum, the Company has not formed an intention in respect of any specific acquisition or the time frame for the issue of the Additional Placement Capital.

Details of the Company's allocation policy for securities issued under this listing rule.

The Company's current allocation policy in respect of the Additional Placement Capital is to make the Additional Placement Capital available to either Potential Vendors where appropriate, and where acquisitions require the payment of cash, the Company expects to allocate the Additional Placement Capital to a mix of existing and new Shareholders. The allottees have not been determined and final determination as to the suitability of the allocation of the Additional Placement Capital will depend on the needs and requirements of the Company at the relevant time.

The Directors recommend that Shareholders vote in favour of Resolution 5.

1. Resolution 6 – Employee Share Option Plan (ESOP)

(a) Key terms of the ESOP

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The Company adopted an employee share option plan (ESOP) in 2006 to encourage employees to achieve performance targets of the Company and/or their respective business units. The ESOP is administered by the Directors and selected employees and the Directors are eligible to participate in the ESOP, at the absolute discretion of the Board.

As at the date of the notice, 3,000,000 options have been issued under the ESOP, of which, all but 800,000 have expired.

The aggregate number of Options (on a fully exercised basis) which may be issued pursuant to the ESOP (and all other employee incentive plans) shall not at any time exceed 5% of the total number of issued Shares of the Company. Shares issued upon the exercise of an Option under the ESOP must rank equally in all respects with other Shares from the date of issue, subject to the satisfaction of any applicable escrow or like restrictions. The Exercise Period in relation to an Option means the period in which the Option may be exercised as specified by the Board and subject to any variation under rules.

The exercise price must be at least 20% or more above the VWAP of the Shares immediately prior to the date a participant was invited to complete an Application Form relating to the Option, or any other amount that is specified by the Board and subject to any adjustment

(b) Purpose of resolution

ASX Listing Rule 7.1 prohibits a listed entity from issuing or agreeing to issue more than 15% of its issued capital in a 12 month period without shareholder approval (15% Limit), unless an exception applies.

ASX Listing Rule 7.2 Exception 9, allows for the issue of shares to employees without Shareholder approval where the issue is pursuant to an employee incentive scheme and the Shareholders have approved the issue of securities under that scheme as an exception to ASX Listing Rule 7.1.

If passed, this resolution will allow the Company to issue securities to employees under the ESOP without first seeking Shareholder approval. Issues of securities to related parties under the ESOP will still require Shareholder approval under ASX Listing Rule 10.

The Directors recommend that Shareholders vote in favour of Resolution 6.

7. Resolution 7 – Exempt Employee Share Plan (EESP)

(a) Key terms of the EESP

The Company adopted the Exempt Employee Share Plan (EESP) in 2008 to encourage employees to achieve performance targets of the Company and/or their respective business units.

The EESP allows employees to acquire up to $1,000 of fully paid ordinary shares in a 12 month period. The EESP is administered by the Directors, and selected employees and Directors of the Company are eligible to participate in the EESP at the absolute discretion of the Board.

As at the date of the notice 74,598 shares have been issued under the ESOP.

The aggregate number of shares which may be issued pursuant to the EESP and all other employee incentive plans shall not at any time exceed 5% of the total number of issued Shares of the Company. Shares issued under the ESOP must rank equally in all respects with other Shares from the date of issue, subject to the satisfaction of any applicable escrow or like restrictions.

The issue price of a Share is at market price mechanism.

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(b) Purpose of resolution

ASX Listing Rule 7.1 prohibits a listed entity from issuing or agreeing to issue more than 15% of its issued capital in a 12 month period without shareholder approval (15% Limit), unless an exception applies.

ASX Listing Rule 7.2 Exception 9, allows for the issue of shares to employees without Shareholder approval where the issue is pursuant to an employee incentive scheme and the Shareholders have approved the issue of securities under that scheme as an exception to ASX Listing Rule 7.1.

If passed, this resolution will allow the Company to issue securities to employees under the EESP without first seeking shareholder approval.

Issues of securities to related parties under the EESP will still require Shareholder approval under ASX Listing Rule 10.

The Directors recommend that Shareholders vote in favour of Resolution 7.

8. Resolution 8- Issue of Options to Mr Scott Baldwin

(a) Introduction

ASX Listing Rule 10.11 prohibits a Company from issuing securities to a 'related party' without the approval of shareholders.

As a director of the Company, Mr Scott Baldwin is a related party and therefore the issue of options to Mr Baldwin require Shareholder approval for the purposes of the ASX Listing Rules.

The Options will not be issued under the ESOP (as discussed above).

The Directors have determined that the issue is reasonable remuneration for the purposes of Chapter 2E and therefore, Shareholder approval for the purposes of the related party provisions set out in Chapter 2E of the Corporations Act is not required.

Where a Company seeks approval under this listing rule, it is not required to also obtain approval under ASX Listing Rule 7.1.

(b) Disclosure requirements

It is a requirement of ASX Listing Rule 10.13, that an entity seeking Shareholder approval for the purposes of ASX Listing Rule 10.11 must give Shareholders the following information:

Name of proposed allottee

Mr Scott Baldwin is to be issued the Options is a director of the Company and is therefore a related party.

Maximum number of securities that may be issued

1,000,000 Options are to be issued. Each Option is exercisable into one fully paid ordinary Share.

The Date by which the entity will issue the securities which must be no later than 1 month after the date of the meeting

16 November 2012.

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The price or formula for calculating the price

Each Option has an exercise price of $0.50. The Options are issued for nil consideration.

The intended use of the funds

Options are issued for nil consideration and are issued to Mr Baldwin for the purposes of providing long term incentives.

The Directors other than Mr Baldwin who abstains, recommend that Shareholders vote in favour of Resolution 8.

9. Resolution 9 – Changes to the Constitution (Dividends)

The Constitution of the Company allows directors to pay dividends from time to time out of profits.

In June 2010, Section 254T the Corporations Act was amended as follows:

"A company must not pay a dividend unless:

(a) the company's assets exceed its liabilities immediately before the dividend is declared and this excess is sufficient for the payment of dividends;
(b) the payment of the dividend is fair and reasonable to the company's shareholders as a whole;
(c) the payment of the dividend does not materially prejudice the Company's ability to pay its creditors."

This change to the Constitution is sought to bring the provisions of the Constitution in line with the provisions of the Corporations Act and will allow the Directors greater flexibility in declaring dividends.

It is a requirement of the Corporations Act that any change to the Company's Constitution must be approved by Shareholders as a special resolution. A special resolution requires at least 75% of the votes cast by members entitled to vote must be in favour of the resolution. This includes voting via proxies.

The Directors recommend that Shareholders vote in favour of Resolution 9.

10. Resolution 10 – Remuneration Report

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

The Remuneration Report, which forms part of the Directors' Report, is set out on pages 14 to 18 of the 2012 Annual Report and can be found on the Company website at www.money3.com.au.

Voting Restriction in relation to this resolution.

In accordance with Section 250R(4) of the Corporations Act (which came into effect on 1 July 2011), the Company will disregard any votes cast on this resolution by:

(a) a member of the Key Management Personnel (KMP Member) as disclosed in the Remuneration Report; and

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(b) a closely related party (such as close family members and any controlled entities) of those persons;

However, KMP Members may cast a vote on the resolution if the KMP member does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of a KMP member whose remuneration details are included in the remuneration report.

Section 250BD of the Corporations Act prevents Directors, KMP Members and their closely related parties from voting undirected proxies on this resolution.

If the Chairman of the Meeting is appointed as your proxy and you do not provide a voting direction, you are expressly authorising the Chairman of the Meeting to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Accordingly (subject to the right to authorise the Chairman as discussed above), if you appoint the Directors or other KMP Members (or their closely related parties) as proxy and you have not directed the proxy how to vote, your vote will not count for this resolution. The Board encourages you to direct your proxy how to vote on this resolution.

Spill Resolution

Effective 1 July 2011, if 25% or more of votes cast on this resolution are voted against the adoption of the remuneration report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a further resolution (Spill Resolution), seeking the convening of another meeting to be held within 90 days of the Spill Resolution. At that further meeting, all of the Company's Directors (other than the Managing Director and CEO) must stand for re-election.

Shareholders are reminded that not more than 25% of the votes cast on agenda item 4 at the 2011 AGM were cast against the resolution.

The Directors recommend that shareholders vote in favour of Resolution 10.

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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 14 November 2012.

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 Company, -

(i) by mail to Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235; or

by successful facsimile transmission on: (02) 9287 0309 or

hand delivered to Link Market Services Limited, Level 12 680 George Street, Sydney, NSW, 2000

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.

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