SMART PARKING LIMITED — Capital/Financing Update 2009

Jan 14, 2009

15 January 2009

Manager of Company Announcements ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

By E‐Lodgement

Non‐Renounceable Rights Issue

Empire Beer Group Limited advises that the attached letter relating to a non‐renounceable rights issue is being posted to shareholders today.

Yours faithfully

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Phil Warren Company Secretary

945 WELLINGTON STREET, WEST PERTH WA 6005 TEL: 08 9322 7600 FAX: 08 9322 7602 EMAIL: info@empirebeergroup.com.au WEB: www.empirebeergroup.com.au ABN: 45 119 327 169

15 January 2009

Dear Shareholder

Information for Shareholders

Pro‐Rata Non‐Renounceable Rights Issue

As you may be aware, the Company will shortly be offering to you an opportunity to acquire more shares in the Company pursuant to a pro‐rata non‐renounceable rights issue to shareholders of ordinary fully paid shares ( Shares ) on the basis of 1 New Share for every 1 Share held by you at 5.00pm WDT on 22 January 2009 ( Record Date ), at an issue price of 4.5 cents per Share, to raise approximately $1.9 million ( Rights Issue ). This offer will be made pursuant to an Offer Document and if you wish to participate in the Rights Issue, you will need to complete the Entitlement and Acceptance Form that will accompany that Offer Document.

A copy of the Offer Document has been lodged with ASX and is available on the ASX website (www.asx.com.au). The Rights Issue is proposed to be conducted according to the following timetable.

Event	Date
Announcement of Rights Issue, Offer Document and Appendix 3B lodged with ASX	14 January 2009
Ex Date (securities commence trading without the right to participate in the Rights Issue	16 January 2009
Record Date to identify Shareholders entitled to participate in issue	22 January 2009
Offer Document and Entitlement and Acceptance Forms despatched	27 January 2009
Rights Issue opens	27 January 2009
Closing Date (5pm WDT)*	11 February 2009
Despatch of holding statements and notification to ASX of despatch	18 February 2009
* Subject to the Listing Rules and the Corporations Act, the Directors reserve the right to extend the Closing Date for the offer at their discretion.

Pursuant to the Listing Rules of the ASX Limited ( Listing Rules ), the Company is required to provide to you certain information before proceeding with the Rights Issue. This letter outlines the information required by Appendix 3B of the Listing Rules.

1. 42,467,464 New Shares will be issued pursuant to the Rights Issue (assuming no existing options are exercised).

2. The New Shares will rank equally in all respects from the date of allotment with the existing class of quoted Shares.

3. The issue price of the New Shares will be 4.5 cents each.

4. The Company will apply for quotation of the New Shares issued pursuant to the Rights Issue on the official list of the ASX.

945 WELLINGTON STREET, WEST PERTH WA 6005 TEL: 08 9322 7600 FAX: 08 9322 7602 EMAIL: info@empirebeergroup.com.au WEB: www.empirebeergroup.com.au ABN: 45 119 327 169

1. The funds raised by the Rights Issue will be used towards pursuing new business opportunities for the Company, to meet the costs of the offer and for general working capital.

2. The New Shares will be entered into uncertificated holdings on 18 February 2009.

3. The total number and class of all securities quoted on ASX (including the New Shares to be issued in the Rights Issue on an undiluted basis‐ i.e. Assuming none of the Company’s options are exercised) is as follows:

Shares	Number
Currently on issue	42,467,464
Issued pursuant to the Rights Issue	42,467,464
Total	84,934,928

1. The following are the securities of the Company not quoted on ASX:

Number	Class	Exercise Price
4,500,000	Unlisted Options exercisable on or before 30 November 2009	50 cents
5,750,000	Unlisted Options exercisable on or before 30 June 2011	10 cents

1. The Company currently has no dividend policy.

2. No shareholder approval for the Rights Issue is required.

3. The Rights Issue is non‐renounceable. This means that there will be no trading of rights on the ASX and you may not dispose of your rights to subscribe for new Shares under the offer to any other party. If you do not take up your entitlement to subscribe for to New Shares under the offer by the Closing Date, the offer to you will lapse.

4. The Shares in the Rights Issue will be offered on the basis of 1 New Share for every 1 Share held by the shareholder on 5.00pm WDT on 22 January 2009.

5. The offer under the Right Issue relates to ordinary fully paid shares in the capital of the Company.

6. The record date to determine entitlements is 22 January 2009.

7. Holdings on different registers (or sub registers) will be aggregated for calculating entitlement.

8. In determining the entitlement of shareholders, any fractional entitlement will be rounded up to the nearest whole number.

9. No action has been taken to permit the offer of New Shares under this Document in any jurisdiction other than Australia and New Zealand. In compliance with section 615 of the Corporations Act, the Company has appointed Max Capital Pty Ltd, on normal commercial terms, as the nominee for the Overseas Shareholders, to arrange for the sale of the Shares which would have been offered to the Overseas Shareholders pursuant to their Entitlements.

10. The closing date for the offer is 5:00pm WDT 11 February 2009.

11. The Rights Issue is underwritten by Max Capital Pty Ltd ( Max ) and sub‐underwritten by Finico Pty Ltd, and Messrs Greg Bandy, Tony King and Ian Macliver. Max will receive an underwriting fee of 6% of the total funds raised.

12. There is no broker to the Rights Issue.

13. Brokers will receive no handling fee for acceptances lodged by them on behalf of security holders.

14. The Offer Document for the Rights Issue and Entitlement and Acceptance Form will be sent to you on 27 January 2009.

15. Existing Option Holders may participate in the Rights Issue upon exercise of their Options. The Company sent a notice to Option Holders on 14 January 2009 to notify Option Holders of their right to participate in the Rights Issue upon exercise of their Options.

16. Your acceptance of the offer must be made on the Entitlement and Acceptance Form accompanying the Offer Document.

17. a) If you wish to accept your entitlement in full:

    • (i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and

    • (ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or

18. b) If you only wish to accept part of your entitlement:

    • (i) fill in the number of New Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and

    • (ii) attach your cheque for the appropriate Application monies (at 4.5 cents per New Share).

Your cheque for the amount due in respect of the New Shares, to the Company’s share registry by no later than 5:00pm WDT 11 February 2009 or such other date as the Directors advise. Cheques should be made payable to “Empire Beer Group Limited – Rights Issue Account” and crossed “Not Negotiable”.

1. If you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

Before taking up New Shares under the Rights Issue, Shareholders should read all the information set out in the Offer Document, including the summary risk factors in section 3 of the Offer Document. If you have any queries, please consult your professional adviser.

If you have any queries regarding your entitlement or participation in the upcoming Rights Issue, please do not hesitate to the Company Secretary, Mr Phil Warren on +61 8 9322 7600.

Yours faithfully

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Mel Ashton Non‐Executive Chairman