SMART PARKING LIMITED — Proxy Solicitation & Information Statement 2008

Jun 18, 2008

Empire Beer Group Limited ACN 119 327 169

Notice of General Meeting and Explanatory Statement

For the General Meeting to be held on 21 July 2008 at 10:00am (WST) at Freemasons Building, 181 Roberts Road, Subiaco, Western Australia

Venue

The General Meeting of Shareholders will be held on 21 July 2008 at 10:00am (WST) at:

Freemasons Building 181 Roberts Road Subiaco, Western Australia

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10:00am (WST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed:

• send by post the proxy form or deliver to Empire Beer Group Limited, 945 Wellington Street, West Perth, Western Australia, 6005; or
• deliver the proxy form to Empire Beer Group Limited, 945 Wellington Street, West Perth, Western Australia, 6005; or
• send the proxy form by facsimile to the Company on facsimile number INT + 61 8 9322 7602,

so that it is received not later than 5:00pm (WST) on 18 July 2008.

Proxy forms received later than this time will be invalid.

Empire Beer Group Limited ACN 119 327 169

Notice of General Meeting

Notice is given that the General Meeting of Shareholders will be held at the Freemasons Building, 181 Roberts Road, Subiaco, Western Australia at 10:00am (WST) on 21 July 2008.

Agenda

To consider, and if thought fit to pass the following resolutions as ordinary resolutions.

Resolution 1 – Ratify Prior Issue of Convertible Notes

"That, for the purposes of ASX Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, Shareholders approve and ratify the issue and allotment of 600 Convertible Notes to raise $600,000, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if:

(a) it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 – Ratify Prior Issue of Shares

"That, for the purposes of ASX Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, Shareholders approve and ratify the issue and allotment of 63,000 Shares to Complete Hospitality Pty Ltd pursuant to a consultancy agreement on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 2 by Complete Hospitality Pty Ltd and any associate of Complete Hospitality Pty Ltd. However, the Company need not disregard a vote if:

(a) it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3 – Ratify Prior Issue of Shares

"That, for the purposes of ASX Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, Shareholders approve and ratify the issue and allotment of 78,750 Shares to Complete Hospitality Pty Ltd pursuant to a consultancy agreement on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by Complete Hospitality Pty Ltd and any associate of Complete Hospitality Pty Ltd. However, the Company need not disregard a vote if:

(a) it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4 – Approve Issue of Shares to Max Capital Pty Ltd

"That, for the purposes of Listing Rule 10.11 of the Listing Rules, section 208 of the Corporations Act and for all other purposes, the shareholders of the Company authorise and approve the grant of a total of 500,000 Shares to Max Capital Pty Ltd or its nominee in lieu of corporate advisory fees on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by Max Capital Pty Ltd and any associate of Max Capital Pty Ltd. However, the Company need not disregard a vote if:

(a) it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 5 – Approve Issue of Shares to Grange Consulting Group Pty Ltd

"That, for the purposes of Listing Rule 10.11 of the Listing Rules, section 208 of the Corporations Act and for all other purposes, the shareholders of the Company authorise and approve the grant of a total of 387,097 Shares to Grange Consulting Group Pty Ltd or its nominee in lieu of financial management and company secretarial fees on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by Grange Consulting Group Pty Ltd and any associate of Grange Consulting Group Pty Ltd. However, the Company need not disregard a vote if:

(a) it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 6 – Approve Issue of Shares to Mr Mel Ashton

"That, for the purposes of Listing Rule 10.11 of the Listing Rules, section 208 of the Corporations Act and for all other purposes, approval is given for the Directors to issue 387,097 Shares at a deemed issue price of 12.4 cents each to Mr Mel Ashton (or his nominee) in lieu of outstanding director's fees on the terms and conditions outlined in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 6 by Mr Ashton and any associate of Mr Ashton. However, the Company need not disregard a vote if:

(a) it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction

on the proxy form to vote as the proxy decides.

Resolution 7 – Approve Issue of Shares to Mr Ian Macliver

"That, for the purposes of Listing Rule 10.11 of the Listing Rules, section 208 of the Corporations Act and for all other purposes, approval is given for the Directors to issue 241,935 Shares at a deemed issue price of 12.4 cents each to Mr Ian Macliver (or his nominee) in lieu of outstanding director's fees on the terms and conditions outlined in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 7 by Mr Macliver and any associate of Mr Macliver. However, the Company need not disregard a vote if:

(a) it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction

on the proxy form to vote as the proxy decides.

Resolution 8 – Approve Issue of Shares to Ms Kate Lamont

"That, for the purposes of Listing Rule 10.11 of the Listing Rules, section 208 of the Corporations Act and for all other purposes, approval is given for the Directors to issue 241,935 Shares at a deemed issue price of 12.4 cents each to Ms Kate Lamont (or her nominee) in lieu of outstanding director's fees on the terms and conditions outlined in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 8 by Ms Lamont and any associate of Ms Lamont. However, the Company need not disregard a vote if:

• (a) it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 9 – Approve Issue of Shares to Mr Phil Lucas

"That, for the purposes of Listing Rule 10.11 of the Listing Rules, section 208 of the Corporations Act and for all other purposes, approval is given for the Directors to issue 241,935 Shares at a deemed issue price of 12.4 cents each to Mr Phil Lucas (or his nominee) in lieu of outstanding director's fees on the terms and conditions outlined in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 9 by Mr Lucas and any associate of Mr Lucas. However, the Company need not disregard a vote if:

• (a) it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated this 9th day of June 2008 By order of the Board

___________________ PHIL WARREN Company Secretary

Notes:

• (1) A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
• (2) For the purposes of the Corporations Regulations, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 5.00pm (WST) on 19 July 2008. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.

Enquiries

Shareholders are invited to contact the Company Secretary, Mr Phil Warren on (08) 9322 7600 if they have any queries in respect of the matters set out in these documents.

Explanatory Statement

1. General Information

This Explanatory Statement has been prepared for the Shareholders in connection with the General Meeting of the Company to be held on 21 July 2008.

The purpose of this Explanatory Statement is to provide Shareholders with information that the Board believes to be material to Shareholders in deciding whether or not to approve the above resolutions detailed in the Notice.

This Explanatory Statement is an important document and should be read carefully in full by all Shareholders. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

• 2. Resolution 1 –Ratification of Prior Issue of Convertible Notes
• 2.1 Introduction

On 22 May 2008 the Company announced that it had issued 600 Convertible Notes to raise $600,000.

The subscribers pursuant to this issue were not related parties of the Company.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Convertible Notes (Convertible Note Ratification). The Company will not be in a position to convert any of the Convertible Notes until such time as Resolution 1 is passed.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as a Convertible Note), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Convertible Note Ratification:

• (a) 600 Convertible Notes were issued and allotted;
• (b) the issue price was $1,000 per Convertible Note;
• (c) the Convertible Notes are convertible at the sole discretion of the Noteholder. Each Convertible Note entitles a Noteholder to 10,000 Shares and 10,000 Options upon conversion. If all of the Convertible Notes are converted, 6,000,000 Shares and 6,000,000 Options will be issued in the Company;
• (d) where the Noteholder elects to convert any or all Convertible Notes, the Shares, when issued, will rank equally with the Company's current Shares on issue. The Options, when issued, will be issued on the terms outlined in Annexure A;
• (e) the Convertible Notes were allotted and issued to the following parties:

Noteholder	Convertible	No. of Shares Upon	No. of Options Upon
	Notes	Conversion	Conversion
Finico Pty Ltd	200	2,000,000	2,000,000
Mr Gregory John Bandy	200	2,000,000	2,000,000
Jameker Pty Ltd	50	500,000	500,000
N-Lee Nominees Pty Ltd	13	130,000	130,000
Babade Pty Ltd	12	120,000	120,000
Seivad Investments Pty Ltd	25	250,000	250,000
Locope Pty Ltd	25	250,000	250,000
Sanperez Trust Pty Ltd	25	250,000	250,000
Hardmail Pty Ltd	25	250,000	250,000
Hornet Woods Pty Ltd	25	250,000	250,000

• (f) none of the recipients of the Convertible Notes were related parties of the Company; and
• (g) as announced to ASX on 22 May 2008, the funds raised from this issue will be used for brand development and for working capital purposes for the Colonial Margaret River and The Royal on the Waterfront venues.
• 3. Resolutions 2 and 3 Ratification of Prior Issue of Securities
• 3.1 Introduction

The Company entered into a consultancy agreement with Complete Hospitality Pty Ltd (ACN 113 144 997) for the provision of services in relation to the formulation and implementation of hospitality policies procedures and systems. A component of the fee to be paid to Complete Hospitality Pty Ltd was in the form of Shares.

In the previous 12 months the Company has issued Shares to Complete Hospitality Pty Ltd as detailed below.

ASX Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of shares, or securities convertible into shares, representing more than 15% of the issued capital of that company in any 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. This rule provides that where a company in general meeting ratifies the previous issue of securities made without shareholder approval under ASX Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

Resolutions 2 and 3 seek Shareholder approval for, and ratification of the issues of securities set out below.

The Board believes that the ratification of these issues is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolutions 2 and 3 as they allow the Company to ratify the issue of the Shares and retain the flexibility to issue further securities representing up to 15% of the Company's share capital during the next 12 months.

3.2 Resolution 2 – Fully Paid Ordinary Shares

Details of the Shares issued are set out below. They comprise 0.16 % of the Company's share capital.

Pursuant to, and in accordance with ASX Listing Rule 7.5, the following information is provided:

(a) the total number of Shares issued was 63,000;

• (b) the Shares were issued at a deemed issue price of 20 cents per Share being the last closing price of Shares traded on ASX prior to entry into the consultancy agreement;
• (c) the Shares were issued on the same terms and conditions as the Company's existing Shares;
• (d) the issued Shares were allotted to Complete Hospitality Pty Ltd.
• (e) Complete Hospitality Pty Ltd is not a related party or associate of the Company; and
• (f) the Shares were issued pursuant to a consultancy agreement as consideration for the provision of consultancy services relating to the formulation and implementation of hospitality policies, procedures and systems for the period 15 July 2007 to 5 October 2007.
• 3.3 Resolution 3 Fully Paid Ordinary Shares

Details of the Shares issued are set out below. They comprise 0.195 % of the Company's share capital.

Pursuant to, and in accordance with ASX Listing Rule 7.5, the following information is provided:

• (a) the total number of Shares issued was 78,750;
• (b) the Shares were issued at a deemed issue price of 16 cents per Share being the average closing price of Shares traded on ASX over the 12 week period from 6 October 2007 to 29 December 2007, for each full day worked during that period;
• (c) the Shares were issued on the same terms and conditions as the Company's existing Shares;
• (d) the issued Shares were allotted to Complete Hospitality Pty Ltd.
• (e) Complete Hospitality Pty Ltd is not a related party or associate of the Company;
• (f) the Shares were issued pursuant to a consultancy agreement as consideration for the provision of consultancy services relating to the formulation and implementation of hospitality policies, procedures and systems for the period 6 October 2007 to 29 December 2007.
• 4. Resolutions 4 and 5 Issue of Shares
• 4.1 Introduction

Resolutions 4 to 5 seek approval for the Directors to issue Shares to Max Capital Pty Ltd (Max Capital) and Grange Consulting Group Pty Ltd (Grange Consulting) in lieu of corporate advisory fees and financial management and company secretarial fees owing to those companies respectively.

The Shares will be issued at a deemed issue price of 12.4 cents per Share.

4.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A "financial benefit" is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purposes of this meeting, a "related party" includes an entity controlled by a director of the Company. Both Max Capital and Grange Consulting are entities controlled by a Director (Mr Ian Macliver). Accordingly the proposed grant of Shares to Max Capital and Grange Consulting in lieu of corporate advisory fees and financial management and company secretarial fees involves the provision of a financial benefit to a related party of the Company. Where no exception is applicable (as is the case in these circumstances), section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• (a) obtain the approval of members in the way set out in sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months after the approval is obtained.

In accordance with the requirements of sections 217 to 227 of the Corporations Act, the following information is provided to allow Shareholders to assess the proposed grant of Shares to Max Capital and Grange Consulting:

• (a) the related parties to whom the financial benefit will be given are Max Capital and Grange Consulting (or their nominees);
• (b) the maximum number of Shares (being the nature of the financial benefit being provided) to be issued is as outline below:

Name	No. of Shares
Max Capital	500,000
Grange Consulting	387,097

• (c) the Shares will be granted at a deemed issue price of 12.4 cents per Share, however, no money will be raised by the issue of the Shares the subject of Resolutions 4 and 5 as they will be issued in lieu of corporate advisory fees and financial management and company secretarial fees owing to Max Capital and Grange Consulting respectively;
• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (e) as at the date of this notice the Company owes the following corporate advisory fees and financial management and company secretarial fees to Max Capital and Grange Consulting:

Name	$
Max Capital	62,000
Grange Consulting	48,000
	110,000

• (f) in the previous financial year the Company paid Grange Consulting $33,000 and for the current financial year to date the Company has paid Grange Consulting $83,023.17. No amounts have previously been paid to Max Capital;
• (g) the primary purpose of the grant of Shares to Max Capital and Grange Consulting is satisfaction of amounts owing by the Company to each of them respectively. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed;
• (h) Max Capital and Grange Consulting currently have an interest in the following securities in the Company:

Name	Shares	Options
Max Capital	1,965,352	1,518,697 listed options (35 cents, 30 November 2009)
Grange Consulting	Nil	187,500 unlisted options (50 cents 30 Nov 2009) –Escrowed till 8 January 2009.

• (i) if Shareholders approve the grant of Shares to Max Capital and Grange Consulting, the effect will be to dilute the shareholding of existing Shareholders by a total of approximately 2.15% (based on the number of Shares currently on issue and assuming no Options on issue in the Company are exercised);
• (j) in the 12 months before the date of this Notice, the highest, lowest and last trading price of Shares on ASX are as set out below:

Highest	22 cents on 13 June 2007
Lowest	8.5 cents on 6 June 2008
Last	8.5 cents on 6 June 2008

• (k) based on the last trading price of Shares prior to the date of this Notice the value of the Shares being issued to Max Capital and Grange Consulting is $42,500 and $32,903 respectively;
• (l) Mr Macliver declines to make a recommendation to Shareholders in relation to Resolutions 4 and 5 due to his material personal interest in the outcome of the Resolution. The independent Directors recommend that Shareholders vote in favour of Resolutions 4 and 5 as they are of the view that the issue of Shares to Max Capital and Grange Consulting is an appropriate form of payment of outstanding corporate advisory, financial management and company secretarial fees and will save the company the cost of the fees owing to Max Capital and Grange Consulting.

The Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the bets interest of the Company to pass the Resolutions.

4.3 ASX Listing Rules

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company.

If Resolutions 4 and 5 are passed, Shares will be issued to Max Capital and Grange Consulting who are both related parties of the Company by virtue of being entities controlled by a Director (Mr Ian Macliver). Accordingly, approval for the issue of Shares is required pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of Shares will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 4 and 5:

• (a) the maximum number of Shares to be issued pursuant to Resolutions 4 and 5 is 887,097 Shares;
• (b) the Shares will be issued not later than one month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;
• (c) the Shares will be issued at a deemed issue price of 12.4 cents per Share, however no funds will be raised from the issue of the Shares as they will be issued in lieu of corporate advisory and financial management and company secretarial fees owing to Max Capital and Grange Consulting respectively;
• (d) the Shares will be issued as outlined in the table below:

Name	No. of Shares
Resolution 4	500,000
Resolution 5	387,097

• 5. Resolutions 6 to 9 Issue of Shares to Directors and Former Director
• 5.1 Introduction

Resolutions 6 to 9 seek approval for the Directors to issue the following number of Shares to the following current and former Directors in lieu of directors' fees owing to those Directors:

Name of Director	Shares
Mel Ashton	387,097
Ian Macliver	241,935
Kate Lamont	241,935
Phil Lucas	241,935

The Shares will be issued at a deemed issue price of 12.4 cents per Share.

5.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A "financial benefit" is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purposes of this meeting, a "related party" includes a director of the Company or a person who was a director of the Company in the previous 6 months (Mr Phil Lucas resigned on 23 April 2008). Accordingly the proposed grant of Shares to Mel Ashton, Ian Macliver, Kate Lamont and Phil Lucas in lieu of directors' fees involves the provision of a financial benefit to a related party of the Company.

Where no exception is applicable, section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• (a) obtain the approval of members in the way set out in sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months after the approval is obtained.

Although Section 211(1) of the Corporations Act provides an exception to the requirement for shareholder approval where the financial benefit given to a related party is reasonable remuneration the Company is seeking Shareholder approval in the interests of good corporate governance.

In accordance with the requirements of sections 217 to 227 of the Corporations Act, the following information is provided to allow Shareholders to assess the proposed grant of Shares to Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas:

• (a) the related parties to whom the financial benefit will be given are Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas (or their nominees);
• (b) the maximum number of Shares (being the nature of the financial benefit being provided) to be issued is as outline below:

Name	No. of Shares
Mel Ashton	387,097
Ian Macliver	241,935
Kate Lamont	241,935
Phil Lucas	241,935

• (c) the Shares will be granted at a deemed issue price of 12.4 cents per Share, however, no money will be raised by the issue of the Shares the subject of Resolutions 6 to 9 as they will be issued in lieu of directors' fees owing to Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas;
• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (e) as at the date of this notice the Company owes the following directors' fees to Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas:

Name	$
Mel Ashton	48,000
Ian Macliver	30,000
Kate Lamont	30,000
Phil Lucas	30,000
	138,000

(f) in the previous financial year Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas were paid the following amounts:

Name	$
Mel Ashton	44,000
Ian Macliver	42,510
Kate Lamont	35,970
Phil Lucas	36,968
	122,480

• (g) the primary purpose of the grant of Shares to Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas is satisfaction of amounts owing by the Company to each of them respectively. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed;
• (h) Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas currently have an interest in the following securities in the Company:

Name	Shares	Options
Mel Ashton	157,142	14,286 listed options (35 cents, 30 Nov 2008)500,000 unlisted options (50 cents, 30 Nov 2009)
Ian Macliver	2,115,353	1,556,179 listed options (35 cents, 30 Nov 2008)250,000 unlisted options (50 cents, 30 Nov 2009)
Kate Lamont	Nil	250,000 unlisted options (50 cents, 30 Nov 2009)
Phil Lucas	407,143	14,286 listed options (35 cents, 30 Nov 2008)250,000 unlisted options (50 cents, 30 Nov 2009)

• (i) if Shareholders approve the grant of Shares to Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas, the effect will be to dilute the shareholding of existing Shareholders by approximately 2.69% (based on the number of Shares currently on issue and assuming no Options on issue in the Company are exercised);
• (j) in the 12 months before the date of this Notice, the highest, lowest and last trading price of Shares on ASX are as set out below:

Highest	22 cents on 13 June 2007
Lowest	8.5 cents on 6 June 2008
Last	8.5 cents on 6 June 2008

• (k) based on the last trading price of Shares prior to the date of this Notice the value of the Shares being issued to Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas is $32,903, $20,564, $20,564 and $20,564 respectively;

• (l) the Board acknowledges the grant of Shares to Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Shares is reasonable in the circumstances, given it is for the payment of director remuneration owing and will assist in maintaining the Company's cash reserves;

• (m) Mr Ashton declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution. The independent Directors recommend that Shareholders vote in favour of Resolution 6 as they are of the view that the issue of Shares to Mr Mel Ashton is an appropriate form of remuneration and will save the company the cost of directors' fees owing to Mr Ashton.

• (n) Mr Macliver declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution. The independent Directors recommend that Shareholders vote in favour of Resolution 7 as they are of the view that the issue of Shares to Mr Ian Macliver is an appropriate form of remuneration and will save the company the cost of directors' fees owing to Mr Macliver.

• (o) Ms Lamont declines to make a recommendation to Shareholders in relation to Resolution 8 due to her material personal interest in the outcome of the Resolution. The independent Directors recommend that Shareholders vote in favour of Resolution 8 as they are of the view that the issue of Shares to Ms Kate Lamont is an appropriate form of remuneration and will save the company the cost of directors' fees owing to Ms Lamont.

• (p) The Directors recommend that Shareholders vote in favour of Resolution 9 as they are of the view that the issue of Shares to Mr Phil Lucas is an appropriate form of remuneration and will save the company the cost of directors' fees owing to Mr Lucas.

The Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the bets interest of the Company to pass the Resolutions.

5.3 ASX Listing Rules

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company.

If Resolutions 6 to 9 are passed, Shares will be issued to Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas who are all related parties of the Company by virtue of being Directors or a director of the Company in the previous 6 months (Mr Phil Lucas resigned on 23 April 2008). Accordingly, approval for the issue of the Shares is required pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of Shares will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 6 to 9:

• (a) the maximum number of Shares to be issued pursuant to Resolutions 6 to 9 is 1,112,902 Shares;
• (b) the Shares will be issued not later than one month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;
• (c) the Shares will be issued at a deemed issue price of 12.4 cents per Share, however no funds will be raised from the issue of the Shares as they will be issued in lieu of directors' fees owing to Mr Mel Ashton, Mr Ian Macliver, Ms Kate Lamont and Mr Phil Lucas;
• (d) the Shares will be issued as outlined in the table below:

	No. of Shares
Resolution 6	387,097
Resolution 7	241,935
Resolution 8	241,935
Resolution 9	241,935

6. Glossary

In this Explanatory Statement, the following terms have the following unless the context otherwise requires:

Annexure	means an annexure to this Explanatory Statement.
ASIC	means Australian Securities Investment Commission.
ASX	means ASX Limited ABN 98 008 624 691.
ASX Listing Rules orListing Rules	means the listing rules of ASX.
Board	means the board of Directors of the company.
Chairman	means the Chairman of the Company.
Company	means Empire Beer Group Limited ACN 119 327 169.
Constitution	means the constitution of the Company.
Convertible Note	means a convertible note issued by the Company dated 22 May 2008 and asreferred to in Resolution 1.
Corporations Act	means the Corporations Act 2001 (Cth).
Director	means a director of the Company.
Noteholder	means a holder of a Convertible Note.
Option	means an option to acquire a Share on the terms and conditions set out inAnnexure A.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a shareholder of the Company.

Annexure A

Terms & Conditions of EEE Options

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.
• (b) The Options will expire at 5.00 pm on 30 June 2011 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
• (c) The amount payable upon exercise of each Option will be $0.10 (Exercise Price).
• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
  • (i) a written notice of exercise of Options specifying the number of Options being exercised; and
  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
• (h) The Options are transferable.
• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
• (j) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• (m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

Empire Beer Group Limited ACN 119 327 169

Shareholder Details

Name:
Address:
Contact Telephone:
Contact Name (if different from above):

Appointment of Proxy

I/We being a shareholder(s) of Empire Beer Group Limited and entitled to attend and vote, hereby appoint

TheChairmanofthe MeetingOR(mark with an 'X')	Write here the name of the person you areappointing if this person is someone other thanthe Chairman of the Meeting.
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or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Empire Beer Group Limited to be held at the Freemasons Building, 181 Roberts Road, Subiaco, Western Australia on 21 July 2008 at 10:00am (WST) and at any adjournment of that meeting.

IMPORTANT

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote, please place a mark in this box with an 'X'. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

Voting directions to your Proxy – please mark to indicate your directions

				to indicate your directions
--	--	--	--	-----------------------------	--	--	--

	For	Against	Abstain*
Resolution 1. Ratify Prior Issue of Convertible Notes
Resolution 2. Ratify Prior Issue of Shares
Resolution 3. Ratify Prior Issue of Shares
Resolution 4. Approve Issue of Shares to Max Capital Pty Ltd
Resolution 5. Approve Issue of Shares to Grange Consulting Group Pty Ltd
Resolution 6. Approve Issue of Shares to Mr Mel Ashton
Resolution 7. Approve Issue of Shares to Mr Ian Macliver
Resolution 8. Approve Issue of Shares to Ms Kate Lamont
Resolution 9. Approve Issue of Shares to Mr Phil Lucas
*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or
on a poll and your votes will not be counted in computing the required majority on a poll.			%
Appointment of a second proxy (see instructions overleaf)
If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

X

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3

Sole Director and Company Secretary

Director Director/Company Secretary

How to complete this Proxy Form

Your Name and Address

Please print your name and address as it appears on your holding statement and the company's share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Mr Phil Warren on (08) 9322 7600 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the shareholders should sign.

• Power of Attorney: to sign under Power of Attorney, you must have already lodged a copy of the Power of Attorney with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
• Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate is either included in the Notice of General Meeting or may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the company's registered office at Empire Beer Group Limited, 945 Wellington Street, West Perth, WA, 6005 or sent by facsimile to the registered office on (08) 9322 7602.