Slovar Limited — Proxy Solicitation & Information Statement 2013

Feb 24, 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 10 April 2013 at

Money3
First Floor
40 Graduate Road
Bundoora
Victoria 3083

money3

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money3

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 10 April 2013 at 11 am 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 Extraordinary General Meeting.

Business

1. Resolution 1 – Ratification of the issue of shares to professional and sophisticated investors under ASX Listing Rule 7.1 and 7.1A in November 2012

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 11,250,000 fully paid ordinary shares which were issued to professional and sophisticated investors pursuant to a placement in November 2012, 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 participated in the issue and any associates of those persons.

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,

25 February 2013

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money3

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 resolutions 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 10 April 2013 at Money3, First Floor, 40 Graduate Road, Bundoora Vic 3083

1. Resolution 1 – Ratification of the issue of shares to professional and sophisticated investors under ASX Listing Rule 7.1 and 7.1A in November 2012

Introduction

In November 2012, the Company issued 11,250,000 fully paid ordinary shares (Placement Shares) to professional and sophisticated investors as part of a private placement. Of those placement shares:

• 7,491,149 were issued without shareholder approval under Listing Rule 7.1; and
• 3,758,851 were issued under ASX Listing Rule 7.1A (being the 'Additional Placement Capital' approved by Shareholders at the 2012 Annual General Meeting).

As announced in the Appendix 3B dated 22 November 2012, the Company's remaining issue capacity is:

(a) ASX Listing rule 7.1 - Nil
(b) ASX Listing rule 7.1A - 1,235,248 (noting that prior to the issue of the Placement Shares the Company had the capacity to issue up to 4,994,099 shares under the Additional Placement Capital facility).

This resolution seeks to ratify the issue of the entire Placement Shares.

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.

Pursuant to ASX Listing Rule 7.4, an issue of securities made without shareholder approval is deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1 provided that the issue did not breach the 15% Limit and the company at a general meeting subsequently approves the issue.

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). ASX Listing Rule 7.4 allows the Company to seek subsequent approval for any shares issued under the Additional Placement Capital facility. The effect of this Resolution, if passed, will allow the Company to issue a further 10% of its issued capital under the Additional Placement Capital facility until the facility expires on 14 November 2012, being 12 months from the date the facility was approved by the Shareholders at the 2012 Annual General Meeting.

Shareholder ratification for the issue of the Placement Shares is now sought pursuant to ASX Listing Rule 7.4, to reinstate the Company's capacity to issue:

(a) up to 15% of its issued capital, if required, in the next 12 months without shareholder approval under ASX Listing Rule 7.1; and

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money3

(b) up a further 10% of its issued capital, if required between now and 14 November 2013 (being the facility expiry date) without Shareholder approval under ASX Listing Rule 7.1A.

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:

(a) the total number of shares issued was 11,250,000;
(b) the price at which the securities were issued was $0.40;
(c) the terms and conditions of the Shares allotted and issued are identical to the Company's existing fully paid ordinary Shares;
(d) the shares were issued to sophisticated and institutional customers of Investor First Pty Ltd
(e) funds raised from the Placement were used for working capital and the 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 8th April 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) 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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