Slovar Limited — Proxy Solicitation & Information Statement 2013

Sep 5, 2013

MONEY3 CORPORATION LIMITED
ABN 63 117 296 143

EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting of the Company to be held at 11.00 am (Melbourne time) on 9 October 2013 at

Money3
First Floor
40 Graduate Road
Bundoora
Victoria 3083

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Money3 Corporation Limited

ABN 63 117 296 143

Notice of Extraordinary General Meeting

Notice is given that the Extraordinary General Meeting of the members of Money3 Corporation Limited (Company) will be held at Money3, 40 Graduate Road Bundoora Vic 3083 on 9 October 2013 at 11 am for the purpose of considering and if thought fit, pass the ordinary resolution stated below.

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

Business

1. Resolution 1 – Approval for the issue of shares to professional and sophisticated investors for the purposes of ASX Listing Rule 7.1

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

"For the purpose of ASX Listing Rule 7.1 and all other purposes, the Shareholders grant approval for the issue of 8,000,000 fully paid ordinary shares to professional and sophisticated investors to raise funds to meet capital requirements of the Company to expand the branch network and the Company's Auto Division."

Voting exclusions

In relation to Resolution 1, in accordance with ASX Listing Rule 14.11.1, the Company will disregard votes cast by a person who may participate in the proposed issue and a person who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

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.

By Order of the Board:

Craig Harris
CFO & Company Secretary
Melbourne,
$6^{\text{th}}$ September 2013

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Money3 Corporation Limited

ABN 63 117 296 143

Notice of Extraordinary General Meeting- Explanatory Notes

These Explanatory Notes have been prepared to provide members with sufficient information to assess the merits of the resolution contained in the accompanying Notice of Extraordinary General Meeting (EGM) of the Company (Notice) concerning the meeting to be held at 11:00 am on 9 October 2013 at Money3, First Floor, 40 Graduate Road, Bundoora Vic 3083

1. Resolution 1 – Approval for the issue of shares to professional and sophisticated investors for the purpose of ASX Listing Rule 7.1

Introduction

On 2nd September 2013, the Board resolved to issue 14 million fully paid ordinary shares in the Company to be issued to sophisticated and professional investors in two tranches.

The first tranche of 6,000,000 fully paid ordinary shares will be issued on or about 9th September 2013 (First Tranche). The First Tranche was issued as follows:

• 892,157 shares were issued without shareholder approval under Listing Rule 7.1 (Part A); and
• 5,107,843 shares were issued under ASX Listing Rule 7.1A, being the 'Additional Placement Capital' facility approved by Shareholders at the 2012 Annual General Meeting and which was subsequently refreshed at the Extraordinary General Meeting of the Company held in April 2013 (Part B).

The second tranche of 8,000,000 fully paid ordinary shares (Second Tranche) requires the approval of ordinary shareholders as it will exceed the Company's ability to issue shares under ASX Listing Rules 7.1 and 7.1A.

Purpose of resolution and listing rule 7.1 and 7.1A

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. Part A of the First Tranche resulted in the Company using up the balance of its 15% Limit.

At the 2012 Annual General Meeting (Resolution 5), the Company obtained Shareholder approval to issue up to 10% of its issued capital in addition to the 15% Limit available under ASX Listing Rule 7.1 (Additional Placement Capital).

On 14 November the Company issued 3,758,851 fully paid ordinary shares under the Additional Placement Capital facility. At the April 2013 Extraordinary General Meeting (Resolution 1), the Company ratified this issue under ASX Listing Rule 7.4 which resulted in the full Additional Placement Capital being available..

Part B of the First Tranche resulted in the Company using up the entirety of the Additional Placement Capital.

Notice requirements under listing rule 7.3

It is a requirement of ASX Listing Rule 7.3, that a listed entity seeking shareholder approval under listing rule 7.1 provide the following information to Shareholders:

(a) the total number of shares issued will be 8,000,000;

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(b) the date by which the shares will be issued will by the 30th October 2013 or, in any event, no later than 3 months following the date of the EGM
(c) the price at which the securities will be issued is $0.85;
(d) the terms and conditions of the Shares to be allotted and issued are identical to the Company's existing fully paid ordinary Shares;
(e) the shares will be issued to sophisticated and institutional customers of Wilson HTM Corporate Finance Ltd.
(f) funds raised from the Placement will be used for working capital and the continued expansion of the Company's branch network and Auto Finance Division.

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

2. 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 Extraordinary General Meeting will be the entitlement of that person according to the Register of Members at 7:00pm on 7th October 2013.

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, -

(a) by mail to Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235; or
(b) by successful facsimile transmission on: (02) 9287 0309; or
(c) hand delivered to Link Market Services Limited, Level 12 680 George Street, Sydney, NSW, 2000
(d) online at www.linkmarketservices.com.au
(e) no later than 48 hours prior to the commencement of the Extraordinary 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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