22 December 2010

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

By E‐Lodgement

Update on acquisition of Meter Eye Ltd and Notice of Meeting

Empire Beer Group Limited (Empire or Company) is pleased to provide an update in respect of its proposed acquisition (Acquisition) of 100% of New Zealand based car park technology provider, Meter Eye Ltd (Meter Eye):

ß The Company has completed due diligence on Meter Eye.
ß The Company and the vendors of Meter Eye have entered into a binding share purchase agreement (Share Purchase Agreement) in respect of the Acquisition. Settlement under the Share Purchase Agreement is subject to a number of conditions including shareholder approval of the Acquisition.
ß A Notice of Meeting containing detail on the proposed Acquisition and seeking shareholder approval for the Acquisition and related matters is attached to this announcement and is being despatched to shareholders, together with a proxy form. The Notice of Meeting contains a detailed timetable.
ß Prior to the general meeting to approve the Acquisition, the Company intends to lodge a full form prospectus in respect of a $1,000,000 capital raising. Stockbrokers, E.L. & C. Baillieu Stockbroking Ltd will provide assistance to the Company in respect of this capital raising.
ß Provided shareholder approval for the Acquisition is obtained, the Company shall seek re‐compliance with Chapters 1 and 2 of the ASX Listing Rules.
ß Subject to the Acquisition proceeding, the Board of Directors shall be restructured such that:
- o Mr Paul Collins, Mr Roly Rogers and Mr Bernie Dickson shall be appointed to the Board of the Company as nominees of Meter Eye;
- o Ms Penelope Maclagan and Ms Tiffany Fuller shall be appointed to the Board of the Company as nominees of the Company.
- o Mr Chris Morris shall remain as Chairman of the Company.
- o Mr Tony King, Mr Ian Macliver and Mr Greg Bandy shall resign from the Board.

Yours faithfully

Jeremy King Company Secretary

Empire Beer Group Limited ACN 119 327 169

(to be renamed CAR PARKING TECHNOLOGIES LIMITED)

Notice of General Meeting and Explanatory Statement

For the General Meeting to be held on 24 January 2011 at 11:00am (WST) at The Sebel Residence 60 Royal Street East Perth WA

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9322 7600.

Time & Place of Meeting and How To Vote

Venue

The General Meeting of Shareholders will be held on 24 January 2011 at 11:00am (WST) at:

The Sebel Residence 60 Royal Street East Perth WA 6004

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 11:00am (WST).

Voting by Proxy

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

send the proxy form by post to Empire Beer Group Limited, C/- Computershare Investor Services Pty Limited, GPO Box 242 Melbourne Victoria 3001; or
deliver the proxy form to Empire Beer Group Limited, C/- Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth Western Australia 6000; or
send the proxy form by facsimile to 1800 783 447 within Australia or + 61 3 9473 2555 outside Australia,

so that it is received not later than 11:00am (WST) on 22 January 2011.

Proxy forms received later than this time will be invalid.

CHAIRMAN'S LETTER

Dear Shareholder

I have pleasure in presenting what the Board of Directors believe is an exciting opportunity for our company.

On 12 November 2010, Empire Beer Group Limited (Company or Empire) announced that it had signed a heads of agreement to acquire 100% of Meter Eye Limited (Meter Eye).

Meter Eye is a New Zealand based company which operates in the car park technology business. Meter Eye has a suite of innovative products which allow car park owners and operators to utilise their assets more efficiently. In the UK, Meter Eye has formed a relationship with Town and City Parking Limited (TCP) which operates over 1,000 car parks across the UK. Meter Eye has agreed with TCP to share in car parking infringement revenue generated at car park sites where Meter Eye's products are installed.

The acquisition of Meter Eye is subject to the satisfaction of a number of conditions, including approval from Shareholders, which is being sought at this General Meeting.

The Board considers this to be an excellent opportunity for the Company to gain exposure to a growth industry with global opportunities.

I ask that you read the Notice of Meeting and attached Explanatory Statement carefully, and trust you will agree with the Board that this change of direction is an excellent opportunity for the Company.

Yours sincerely

Chris Morris Chairman

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 Sebel Residence 60 Royal Street East Perth WA at 11:00am (WST) on 24 January 2011.

Agenda

1. Resolution 1 – Change to Nature of Activities

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 2 to 5 and for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a change to the nature of its activities as described in the Explanatory Statement."

Short Explanation: The proposed acquisition of Meter Eye, if successful, will result in the Company changing its business focus to car park technology. ASX Listing Rule 11.1.2 requires the Company to seek Shareholder approval where it proposes to make a significant change to the nature or scale of its activities.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or 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.

2. Resolution 2 – Consolidation of Capital

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 1 and 3 to 5, for the purpose Item 7 of Section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

(i) every four (4) Shares be consolidated into three (3) Shares; and
(ii) every four (4) options currently on issue be consolidated into three (3) options and the exercise price of each such option be amended in inverse proportion to this ratio in accordance with ASX Listing Rule 7.22.1,

(Consolidation) with the Consolidation taking effect on a date to be announced to the ASX in accordance with the requirements of the ASX Listing Rules, and where the Consolidation results in a fraction of a Share or an Option being held, the Directors be authorized to round that fraction up to the nearest whole Share or Option (as the case may be)."

Short Explanation: The Company must consolidate its capital in order to satisfy Chapters 1 and 2 of the ASX Listing Rules and as a condition of the Company's securities recommencing trading on the ASX following the Acquisition.

3. Resolution 3 – Issue of Consideration Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 1, 2, 4 and 5, for the purpose ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 72,750,000Shares (on a post-consolidation basis) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any 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, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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.

4. Resolution 4 – Change of Company Name

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, subject to the passing of Resolutions 1, 2, 3 and 5, for the purpose of Section 157(1) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed from Empire Beer Group Limited to "Car Parking Technologies Limited" on completion of the Acquisition."

Short Explanation: The Company proposes to change its name to more accurately reflect the proposed future activities of the Company, subject to the Acquisition proceeding.

5. Resolution 5 – Capital Raising

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 1 to 4 for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue Shares raising a total of up to $1,000,000 (on a post-consolidation basis) at a minimum price per share of $0.20 on the terms and conditions set out in the Explanatory Statement."

6. Resolution 6 – Approval of Car Parking Technologies Limited Deferred Share and Incentive Plan

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That approval is given for Exception 9 in ASX Listing Rule 7.2, section 260(C)(4) of the Corporations Act and for all other purposes for:

(i) The establishment of an employee share plan, to be called the "Car Parking Technologies Limited Deferred Share and Incentive Plan" on the terms and conditions of the Car Parking Technologies Limited Deferred Share and Incentive Plan as set out in the Explanatory Statement; and
(ii) The grant of deferred rights and incentives and the subsequent issue or transfer of ordinary Car Parking Technologies Limited shares to participants under the Car Parking Technologies Limited Deferred Share and Incentive Plan."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the Car Parking Technologies Limited Deferred Share and Incentive Plan and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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.

7. Resolution 7 – Issue of Options to Company Secretary

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to settlement of the Acquisition occurring, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 500,000 Options (on a post-consolidation basis) to Mr Jeremy King, Company Secretary (or his nominee), on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Jeremy King or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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.

8. Resolution 8 – Issue of Options to Consultant

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to settlement of the Acquisition occurring, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 500,000 Options (on a post-consolidation basis) to Technology Capital Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Technology Capital Pty Ltd or any of its associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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.

9. Resolution 9 – Issue of Options to Ms Penelope Maclagan (Proposed Director)

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That pursuant to Listing Rule 10.11 of the ASX and Section 208 of the Corporations Act and for all other purposes, the Company approves and authorises, subject to the settlement of the Acquisition occurring, the grant to Ms Penelope Maclagan, proposed Director of the Company, or her nominee(s), for no consideration 200,000 Options (on a post-consolidation basis) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ms Penelope Maclagan or any associate of Ms Maclagan. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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.

10. Resolution 10 – Issue of Options to Ms Tiffany Fuller (Proposed Director)

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That pursuant to Listing Rule 10.11 of the ASX and Section 208 of the Corporations Act and for all other purposes, the Company approves and authorises, subject to the settlement of the Acquisition occurring, the grant to Ms Tiffany Fuller, proposed Director of the Company, or her nominee(s), for no consideration 300,000 Options (on a post-consolidation basis) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ms Tiffany Fuller or any associate of Ms Fuller. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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 22nd day of December 2010 By order of the Board

JEREMY KING

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 7:00pm (Sydney time) on 22 January 2011. 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 Jeremy King 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 Empire Beer Group Limited (Company or Empire Beer) to be held on 24 January 2011 (General Meeting).

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. BACKGROUND

The disposal of the Company's hospitality and brewing operation settled in early 2009. Since such time Company has reviewed numerous and various business proposals.

On 12 November 2010, the Company announced to ASX that it had entered into a conditional heads of agreement to acquire 100% of Meter Eye Limited (ME or Meter Eye). On 22 December, 2010, the Company announced that it had finalised due diligence on ME and that it had entered into a full form binding sale and purchase agreement (Acquisition Agreement) to acquire ME (Acquisition).

2.1 Acquisition Agreement

Material terms of the Acquisition Agreement include:

(Conditions Precedent): The Acquisition remains conditional upon the satisfaction or waiver of the following conditions precedent under the Acquisition Agreement:

a) the Company has obtained all necessary Shareholder approvals required by the Corporations Act and the ASX Listing Rules in relation to the Acquisition, which includes Shareholder approval to:
- i. change the nature/or scale of the Company's activities in accordance with ASX Listing Rule 11.1.2, if required by ASX (Resolution 1);
- ii. proceed with a capital raising (Capital Raising) of up to $1,000,000 at a minimum price of $0.20 per Share (Resolution 5);
- iii. proceed with the Consolidation (Resolution 2);
- iv. allot and issue 500,000 Options to Jeremy King,500,000 Options to Technology Capital Pty Ltd, 200,000 Options to Ms Penelope Maclagan and 300,000 to Ms Tiffany Fuller (Resolutions 7 to 10);
- v. allot and issue the 72,750,000 Shares as consideration at settlement of the Acquisition to the shareholders of Meter Eye (Resolution 3);
- vi. implement an employee share option plan or equivalent as an exception to ASX Listing Rule 7.1 (Resolution 6); and
- vii. change the name of the Company to "Car Parking Technologies Limited" (Resolution 4);
b) the Company has complied with any requirements of ASX including, if necessary, the requirements of Chapters 1 and 2 of the ASX Listing Rules, including issuing the Prospectus, as if the Company were applying for admission to the official list of ASX (as required by ASX Listing Rule 11.1.3);
c) the Company has received a letter from ASX confirming that ASX will grant conditional re-quotation of the Shares on the Official List of ASX, on terms:
- i. which are contemplated in the Acquisition Agreement; and
- ii. which are not inconsistent with the terms of the Acquisition Agreement; and
- iii. acceptable to the Company (acting reasonably);
d) ME obtaining any necessary regulatory and third party consents, waivers and approvals in relation to the Acquisition;
e) the Company has completed the Capital Raising or received binding commitments in respect thereof;
f) no material adverse change has occurred with respect to each party;
g) the shareholders of ME being satisfied that 100% of the director and executive Options have been exercised, the subscription funds in respect of those director and executive Options received by the Company, and new Shares have been issued upon the exercise of those director and executive Options;
h) the Company holding an agreed minimum amount of net tangible assets immediately prior to settlement following the exercise by directors and associates of options currently held by them; and
i) Electrronic Company of New Zealand (1971) Limited (ECONZ) providing confirmation to the Company confirming that the charge held by ECONZ together with the financing statement registered on the personal property securities register will be irrevocably and fully discharged upon repayment of all moneys secured by the charge.

(Consideration): The Company will satisfy the consideration for the Acquisition through the issue of 72,750,000 fully paid ordinary Shares (Consideration Shares).

(Loan): The Company has agreed to provide ME an unsecured working capital loan of $500,000. Once disbursed, this loan will attract interest at a rate of 12.5% per annum with repayment of principal and all accrued interest to occur on June 30, 2011. Upon completion of the Acquisition, the loan terms may be renegotiated. As at the date of this Notice the Company has advanced $500,000.

(Appointment of directors and Board Composition): The Company has agreed that Mr Paul Collins, Mr Roland Rogers and Mr Bernie Dickson shall be appointed as directors of the Company at settlement of the Acquisition together with Ms Penelope Maclagan and Ms Tiffany Fuller. In addition, Mr Greg Bandy, Mr Ian Macliver and Mr Tony King shall resign from the Board of the Company at such time. Following settlement, the board composition will comprise Mr Chris Morris, Mr Paul Collins, Mr Roland Rogers, Mr Bernie Dickson, Ms Penelope Maclagan and Ms Tiffany Fuller.

(Warranties): The Acquisition Agreement contains standard warranties and representations on behalf of the Company and the vendors typical for an agreement of this nature.

(Other): The Acquisition Agreement otherwise contains terms and conditions typical for an agreement of this nature.

2.2 Details of Meter Eye Ltd

Meter Eye Limited is a New Zealand incorporated private company limited by shares. It was incorporated on 30 September, 2003.

Meter Eye has developed a suite of innovative car parking technology solutions that deliver guidance, counting, enforcement and management solutions to car parking owners, operators, councils and local authorities alike.

Meter Eye uses wireless technology in its product range which accelerates the deployment and minimises the infrastructure required and disruption associated with the installation in a parking building or street. The products comprise an in-ground or overhead infra-red sensor that detects that a vehicle has occupied a parking bay, and can then determine how long that specific park has been occupied for, where relevant sending a message to a handheld device carried by an enforcement officer who can respond directly to the offending vehicle, rather than performing endless laps to catch overstaying vehicles.

Meter Eye's products can be installed in car parking buildings and open space areas, and the solutions range from guidance systems (advising drivers where there are free parks and how many), to innovative overstay technologies that remotely advise parking wardens of offending vehicles. Using the modular approach that the Company has taken to its technology, it is also able to offer car counting solutions, fixed and mobile automatic number plate recognition solutions as well as valet management offerings for casinos and hotels.

To date the Company has sold in excess of 10,000 car parking sensors, which are installed in Australia, New Zealand, Singapore and the United Kingdom, in prestigious venues such as the recently opened Marina Bay Sands Casino in Singapore, the Optus centre in Sydney, and the multi-storey car parking precinct at Brisbane International Airport.

Other highlights include:

Supplier of comprehensive market leading end to end parking solutions to commercial parking and local regulatory organisations. Distributor clients include Wilson Parking, Town and City Parking (UK), and end user clients include Brisbane Airport Corporation, the Optus Centre in Sydney, Taupo (NZ) and Cottesloe, Claremont and Subiaco (Western Australia) Councils.
Management and administrative base in Cambridge with research and development, sales and contract manufacturing in Auckland, New Zealand.
Installations throughout NZ, Australia, Singapore and UK.
Over 5,000 parking spaces installed with Meter Eye products in the UK providing guidance and enforcement.
Contract signed with UK's largest car park operator Town & City Parking (with 1,000 car park facilities under management) to progressively deploy Meter Eye solution on infringement revenue share basis. This has been further bolstered by an investment by Mr Bernie Dickson, Managing Director of TCP in Meter Eye.
Currently delivering notifications of over 1,000 parking infringements per day to two of the UK's largest parking management companies.
Over 10,000 parking spaces currently under Meter Eye control providing guidance and enforcement.
1,600 bay Valet system operating in prestigious new Marina Bay Sands casino in Singapore.
A portion of the Company's future revenue is likely to be of an annuity nature, providing ongoing financial stability.
Innovative wireless technologies require less intrusive installation procedures and reduced ongoing maintenance, and software delivered as Software as a Service model facilitates rapid and low cost deployment by clients utilising the Company's RepNet software solution.

Meter Eye is based in Cambridge, New Zealand, with research and development, sales and contract manufacturing carried out in Auckland, New Zealand.

Meter Eye'sproducts include sensors, handheld terminals, repeater units, overhead signs and PCs, as well as a powerful web based reporting solution called RepNet. These products form the building blocks for Meter Eye's end to end product offering.

MEs principal products are:

SmartEnforce: Programmable vehicle detection and monitoring in-ground and overhead sensors, improving infringement enforcement efficiency.
SmartPlate: Highly accurate infra-red automatic number plate recognition camera systems. Both fixed and mobile camera technology has been developed.
SmartCount: Wireless car counting device and technology.
SmartGuide: Wireless sensors provide guidance within car parks, improving traffic flow and car park turnover.
RepNeT: Sophisticated web based software which provides car parking asset owners and operators with a high level of real-time analysis concerning the use of their parking infrastructure. RepNet processes and analyses data collected by ME's products. RepNet is completely compatible and can be integrated with all of ME's parking products.

The applications to which these product offerings are deployed include:

Efficiency improvements and management of commercial multi level car parks
Airport, supermarket and entertainment venue parking
On street parking both in metered and unmetered zones
Staff car parking and permit controlled parking
Vehicle surveying, car counting and analysis
Portable parking analysis
Valet parking management for casinos and airports
Electronic infringement and ticketing
Automatic number plate recognition

The Meter Eye technologies are scalable and can be tailored to suit individual customer requirements. Overall, ME's products provide car park operators and owners with the ability to analyse and monitor the use of their assets, increase efficiency in terms of both traffic flow and enforcement and generally deliver a clear picture of their asset's utilisation.

In late 2009, Meter Eye entered into an exclusive contract with Town and City Parking (UK) Limited (TCP). TCP operates over 1,000 car parks across the UK and is one of the largest retail car park operators in the UK.

TCP and Meter Eye have agreed to share ongoing parking infringement revenue at TCP's parking sites where Meter Eye products are installed as part of Meter Eye's focus on ongoing, annuity style revenue.

The combination of ME's parking sensors and automatic number plate recognition camera systems with the RepNet software is highly effective at improving parking infringement enforcement and efficiency, and assisting in ensuring car park turnover.

Management of Meter Eye and TCP are working closely with TCP's clients to roll-lout the installation of Meter Eye products across suitable TCP sites. The combination of the Company and Meter Eye will provide Meter Eye with the capital required to rapidly increase production in order to meet expected demand from TCP and to roll-out its products across the UK, and elsewhere. This relationship provides the opportunity for Meter Eye to have its products installed in numerous car parks across the UK. Upon settlement of the Acquisition, the managing director of TCP, Mr Bernie Dickson, shall join the board of the Company as a non-executive director.

2.3 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

On the basis that approval pursuant to Resolution 1 is obtained, the Company will seek to re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules.

2.4 Pro Forma Balance Sheet

Set out below is an unaudited consolidated balance sheet of the Company as at 30 October 2010, along with an unaudited pro-forma consolidated balance sheet.

	Empire Beer Group 31Oct 2010	Empire Beer Grouppro forma 31 Oct2010
ASSETS
Current Assets
Cash and cash equivalents	5,339,901	7,279,067
Trade and other receivables	14,383	362,250
Inventories	-	283,818
Financial assets	1,352,163	1,352,163
Total Current Assets	7,876,447	9,277,298
Non Current Assets
Investments in Controlled Entities	-	-
Property Plant and Equipment	-	172,759
Intangibles	-	15,671,156
Total Non Current Assets	14,550,000	15,843,916
TOTAL ASSETS	22,426,447	25,121,214
LIABILITIES
Current Liabilities
Trade and other payables	13,376	202,108
Borrowings	-	29,443
Short Term Provisions	-	66,816
Other financial liabilities	-	273,605
Total Current Liabilities	13,376	571,972
Non Current Liabilities
Borrowings	-	1,511,171
Total Non Current Liabilities	0	1,511,171
TOTAL LIABILITIES	13,376	2,083,143
NET ASSETS	22,413,071	23,038,071

EQUITYIssued Capital	14,232,890	30,577,890
Reserves	1,392,611	1,659,014
Retained Earnings/ (accumulated losses)	(8,932,430)	(9,198,833)
TOTAL EQUITY	22,413,071	23,038,071

Notes

a) The above pro forma balance sheet assumes the following:
- i. exercise of all Director held options prior to settlement of the Acquisition and completion of the Consolidation;
- ii. the issue of 5,000,000 Shares (on a post-Consolidation basis) at an assumed issue price of 20 cents each pursuant to the Capital Raising to raise a minimum of $1,000,000;
- iii. the acquisition of Meter Eye by the issue of 72,750,000 Consideration Shares (deemed issue price of $0.20); and
- iv. the payment of an estimated aggregate $375,000 Acquisition costs and related expenses by both parties.
- v. the issue of 1,500,000 Options (on a post-Consolidation basis) valued at $266,403 using the Black Scholes Model.
b) It is the intention of the Company following settlement to repay debt outstanding and monies owing to ECONZ from Meter Eye of a total of approximately NZ$2.8 million

2.5 Pro Forma Capital Structure

The effect of the Acquisition, Consolidation and the Capital Raising on the capital structure of the Company (assuming $1,000,000 is raised under the Capital Raising at a price of $0.20 per Share) can be summarised as follows:

Empire Beer Group Limited Shares	Pre	Post
	consolidation	consolidation
Shares on issue as at the date of this Notice	84,934,928	63,701,196
Shares to be issued pursuant to the Acquisition to the vendors of MeterEye	N/A	72,750,000
Shares to be issued pursuant to the exercise of options held by existingdirectors and associates	16,500,000	12,375,000
Shares to be issued pursuant to the Capital Raising	N/A	5,000,000
Total Shares on settlement of the Acquisition	N/A	153,826,196

Empire Beer Group Limited Options	Preconsolidation	Post -consolidation
Options (unlisted) – on issue as at the date of this Notice(exercise price $0.10 / expiry date 30 June 2011)	5,750,000	937,500
Director Options (unlisted) – on issue as at the date of this Notice(exercise price $0.06 / expiry date 31 December 2011)	12,000,000	N/A
Options (unlisted) to be issued to consultant, Company Secretary andProposed Directors(Resolutions 7, 8, 9 and 10)		1,500,000
Options (unlisted) to be exercised prior to consolidation and settlement	(16,500,000)
Total Options on settlement of the Acquisition	N/A	2,437,500

Notes

a) The above pro forma capital structure of the Company assumes that only outstanding director held options are exercised prior to settlement. 1.25 million options (10c, June 2011) are held by unrelated parties and if such unrelated parties exercise their outstanding options prior to settlement, the capital structure would be adjusted accordingly.
b) Assumes that issue price per Share for the Capital Raising is $0.20 which is the minimum issue price that the Capital Raising can be conducted at in accordance with ASX Listing Rules. In the event that the issue price per Share of the Capital Raising is higher, less Shares would be issued in order to raise $1,000,000 under the Capital Raising and the capital structure would be adjusted accordingly.
c) All options held on a post-Consolidation basis will have a minimum exercise price for each underlying security of $0.20 in accordance with ASX Listing Rule 1.1 (condition 11).

2.6 Advantages of Acquisition

The Directors consider that the key advantages to the Company and non-associated Shareholders of completing the Acquisition are as follows:

The products of Meter Eye allow exposure for the Company to a growth industry with global opportunities;
Meter Eye's relationship with Town and City Parking (UK) Limited provides a cornerstone client for Meter Eye in the UK where car parking and traffic management is a major issue; and
Meter Eye's infringement revenue share model with TCP may allow it to obtain access to ongoing annuity style revenue streams.

2.7 Disadvantages of Acquisition

The Directors consider that the key disadvantages to the Company and non-associated Shareholders of completing the Acquisition are as follows:

the Company will be changing the nature of its activities to become a company focused on car park technologies which may not be consistent with the objectives of all Shareholders – for further information on the risks, please see section 2.8 of this Notice;
there are many risk factors associated with the change in nature of the Company's activities, including competition from other car park technology providers; and
current Shareholders will have their interests in the Company diluted by the Acquisition, Capital Raising and any further equity funding undertaken by the Company.

2.8 Indicative Timetable

Event	Date
Announcement of Acquisition	12 November 2010
Notice of Meeting despatched to Shareholders	By 22 December 2010
Lodgement of Prospectus	18 January 2011
Cut off for lodging proxy form for General Meeting	22 January 2011
Snapshot date for eligibility to vote at General Meeting	4pm WST on 22 January 2011
Suspension of the Company's securities from trading on ASXat the opening of trading	24 January 2011
General Meeting to approve the change of activities,Consolidation and other matters	24 January 2011
Last day for trading in pre-Consolidation securities	25 January 2011
Settlement of the Acquisition and issue of Shares under theCapital Raising	25 January 2011
Trading would normally commence in consolidated securitieson a deferred settlement basis	27 January 2011
Last day for Company to register transfers on a preconsolidation basis	2 February 2011

First day for Company to register shares on a postconsolidation basisShareholdings consolidated	3 February 2011
Despatch of holding statements to shareholders	9 February 2011
Trading in securities reinstated by ASX (subject to satisfactionof Chapters 1 and 2 of the ASX Listing Rules).2	10 February 2011
Normal T+3 trading on a post-Consolidation basis commences.

Notes

a) The Company intends to issue the Prospectus before the date of the Meeting.
b) Trading in securities will only be reinstated by ASX after the Company has completed the Acquisition, the Consolidation and the Company has complied with Chapters 1 and 2 of the ASX Listing Rules. The Company will endeavour to minimise the period of suspension as much as possible.
c) The above timetable is indicative only and may be varied in consultation with the ASX. Any changes will be released to the ASX.

The above timetable is indicative only and is subject to change without notice to Shareholders.

2.9 Use of Proceeds of Capital Raising

The proceeds of the Capital Raising shall be used for working capital and general corporate purposes of the combined Meter Eye and Company business.

2.10 Risk Factors

Shareholders should be aware that if the Resolutions are approved, the Company will be changing the nature of its activities to car park technology activities which are subject to various risk factors. Based on the information available, a non-exhaustive list of risk factors are as follows:

General Business, Economic and Political Risks

Changes in the general economic and political climate in New Zealand, Australia and on a global basis that could impact on economic growth, interest rates, the rate of inflation, taxation and tariff laws, domestic security which may affect the value and viability of any business activity that may be conducted by the Company.

Exchange Rate Risks

As ME's operations are located around the world, including New Zealand, Singapore and the UK, this exposes the income of the Company to potential exchange rate risks.

Environmental Risks

The Company will be subject to environmental laws and regulations in connection with operations it may pursue in the car park technology industry, which operations are currently in New Zealand and Australia. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws. However, the Company may be the subject of accidents or unforeseen circumstances that could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

Competition

The Company will compete with other companies, including other major car park technology companies. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. There can be no assurance that the Company can compete effectively with these companies.

Regulatory

Changes in relevant taxes, legal and administration regimes, accounting practice and government policies may adversely affect the financial performance of the Company.

Insurance

Insurance against all risks associated with car park technology is not always available or affordable. The Company will maintain insurance where it is considered appropriate for its needs however it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

Operating Risks

The operations of the Company may be affected by various factors, including operational and technical difficulties, mechanical failure or plant breakdown, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Intellectual Property Protection

Meter Eye's products are reliant on advanced wireless and other technology and software which is continually being modified for improvements and complete ongoing legal protection of such products cannot be guaranteed.

Manufacturing

Meter Eye outsources manufacturing for its car parking technology products to manufacturers based in New Zealand. Manufacturing encompasses various business risks including risks relating to the quality of the products manufactured and the inherent variable cost of manufacturing. These risks may impact on the performance of the business of Meter Eye.

General Risks

Additional Requirements for Capital

The Company's capital requirements depend on numerous factors. Depending on the Company's ability to generate income from its operations, the Company may require further financing in the future. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations.

Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or prospects although no such acquisitions or investments are currently planned. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's car park technology activities, as well as on its ability to fund those activities.

Market Conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the Company's securities.

New Board of Directors

As part of the Acquisition and change to the nature of the Company's activities, the Company proposes to implement a new Board structure. The Company proposes to appoint three new directors to its Board nominated by Meter Eye at settlement of the Acquisition. The Company also proposes to appoint two new non-executive Directors to the Board in addition to the Meter Eye nominees.

The proposed new Board structure will not be implemented unless settlement of the Acquisition occurs and accordingly, is approved by shareholders.

The proposed new Board of the Company will comprise of the following members:

(a) Mr Paul Collins (ME nominee)

Mr Collins has a variety of business experience in both the public and private sectors as well as private business ownership. As founder of Meter Eye his key strength is identifying business opportunities and drawing upon his own and others expertise to develop innovative technical solutions to take them through to commercial reality. In this regard Mr Collins and Mr Roly Rogers share a particularly close and successful collaboration.

(b) Mr Bernie Dickson (ME nominee)

Mr Dickson is the Managing Director and 100% owner of Town and City Parking (UK) Ltd (TCP). Mr Dickson originally joined the board of TCP in 1996. He has previously been a Director and shareholder of Swedish parking company Sky Parks and has previously been a Director of three different companies in the travel, property and chemical sectors.

Mr Dickson spent 20 years in the City of London as an Investment Manager prior to entering the car parking industry. It is expected that Mr Dickson's extensive experience in the UK parking industry will prove invaluable to the Company.

Mr Rogers was an early pioneer of wireless solutions and founder of ECONZ Wireless, a New Zealand based software and technology company now in it's 38th year of trading. Mr Rogers's background is in electronic and software development and he initiated the provision of wireless solutions at ECONZ with a ground breaking wireless fleet control system for the St John Ambulance Service in 1984. This lead to the deployment of further wireless work management systems within New Zealand and later he saw opportunities to apply the same technology to offshore applications.

Mr Rogers was instrumental in growing the partnership between ECONZ and Meter Eye and enjoys an excellent working relationship with Mr Collins with whom he collaborates closely on product development.

(d) Ms Penelope Maclagan (Company nominee (BSc (Hons) DipEd))

Ms Maclagan is a non-executive director of Computershare Limited. She joined Computershare in 1983 and was appointed to the Board as an executive director in May 1995.

Until 2008, as head of Computershare Technology Services, Ms Maclagan was responsible for planning, developing and executing technology across the world in support of that company's global strategy. In 2008, she reduced her day to day involvement in Computershare Limited and gave up her line management role and in September 2010 gave up her remaining executive responsibilities.

The Company expects to benefit significantly from Ms Maclagan's broad experience in managing the deployment of technology applications across international markets.

(e) Ms Tiffany Fuller (Company nominee (B.Com, ACA, GAICD))

Ms Fuller is a qualified Chartered Accountant who has had a 20 year career across Chartered Accounting, Corporate Finance, Investment Banking and Private Equity. Tiffany joined Rothschild Australia in 1997 in the Investment Banking Group after 8 years at Arthur Andersen in Audit, Corporate Finance and Management Consulting in Australia, the UK and the United States. At Rothschild, Tiffany advised various private and public clients, was responsible for managing a Microcap Fund on behalf of a number of Australia's large industry superannuation funds, and was a founding director of the Rothschild e-Fund, a technology focused venture capital fund. In this role, Tiffany worked closely with emerging technology companies at Board level and as corporate adviser. Her skills focus on strategic and financial advice, acquisitions, divestments, due diligence and governance.

(f) Mr Chris Morris (existing Director)

Mr Morris was appointed non-executive Chairman of the Company in March 2009.

Mr Morris is a founding member of Computershare (established in 1978) and was appointed Chief Executive Officer in 1990.

Mr Morris' extensive knowledge of the securities industry and its user requirements from both a national and international perspective, coupled with his passion and long term strategic vision, have been instrumental in developing Computershare into a global company that is unique in its provision of a full range of solutions to meet the needs of listed companies and their stakeholders.

In September 2010 he relinquished his executive responsibilities at Computershare Limited and is now Non-Executive Chairman.

The remaining current Directors of the Board, Mr Greg Bandy, Mr Ian Macliver and Mr Tony King, will resign as part of this proposed new Board structure.

2.11 Shareholder Approvals

The Shareholder approvals required to be obtained by the Company in respect of the Acquisition are set out in Section 2.1 above.

As a result of the Acquisition, no person's voting power (when added to the voting power of its associates) in Empire Beer will increase:

From 20% or below to more than 20%; or
From a starting point that is above 20% and below 90%.

Accordingly no shareholder approval is required for the purposes of item 7 of section 611 of the Corporations Act.

Three of the vendors of Meter Eye (Mr Paul Collins, Mr Roly Rogers and Mr Bernie Dickson) are related parties of the Company on the basis that they are proposed directors of the Company. No approval is required pursuant to Listing Rule 10.11 to issue the Shares to these related parties on the basis of Exception 6 of Listing Rule 10.12 given that these persons are only related as a result of the Acquisition (by virtue of which Mr Paul Collins, Mr Roly Rogers and Mr Bernie Dickson will be appointed as directors of the Company). In addition, the Directors are of the view that Exception 9 of Listing Rule 10.12 will also apply so that no approval is required pursuant to Listing Rule 10.11, as the Company was compliant with the Listing Rules when it entered into the Acquisition Agreement.

2.12 Plans for the Company if the Acquisition does not proceed

If the Acquisition does not complete, the Company will continue to look for an alternate transaction or acquisition opportunities to add value to the Company

2.13 Directors' Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of the Acquisition and all resolutions the subject of this Notice of Meeting. It is the view of the Directors of the Company that the Acquisition will give the Company's Shareholders the opportunity to participate in a potentially significant business in an industry with global opportunities.

3. RESOLUTION 1: CHANGE TO NATURE OF ACTIVITIES

Resolution 1 seeks approval from Shareholders for a change to the nature of the activities of the Company in respect of the Acquisition.

As outlined in Section 2.1, the Company has entered into the Acquisition Agreement to acquire 100% of the issued share capital of Meter Eye Limited.

3.1 Legal requirements

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) obtain the approval of holders of its shares and any requirements of ASX in relation to the notice of meeting; and
(c) meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the official list of ASX.

The Company is preparing a prospectus, as required by the Listing Rules to provide information about Meter Eye and its business, and this will be lodged with ASIC before the Meeting as set out in the indicative timetable, above. If Resolution 1 is passed, the Company will have obtained, in compliance with Listing Rule 11.1.2 Shareholder approval to the change in the nature of its activities to the extent described in the Explanatory Statement. The Company shall then be required to comply with Listing Rule 11.1.3 which requires the Company to satisfy the requirements of Chapters 1 and 2 of the ASX Listing Rules.

If Resolution 1 is not passed, the Company will not be permitted to change the nature of its activities and the Acquisition will not proceed.

4. RESOLUTION 2: CONSOLIDATION OF CAPITAL

The Directors are seeking shareholder approval to consolidate the number of shares and options on a three (3) for four (4) basis. The Consolidation of capital structure of the Company is required to ensure that the Company can comply with Chapters 1 and 2 of the ASX Listing Rules and obtain re-quotation of its Shares on the official list of ASX.

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting of shareholders, convert all or any of its shares into a larger or smaller number of shares.

ASX Listing Rule 2.1, Condition 2, also requires that the number of options on issue be consolidated in the same ratio as the ordinary capital, and the exercise price amended to inverse proportion of that ratio.

If Resolution 2 is passed, the number of current Shares on issue will be reduced from 84,934,928 to 63,701,196. The number of options then on issue will be reduced from 1,250,000 to 937,500 (assuming that all and only director held outstanding options are exercised) and the exercise price of such outstanding options will be increased by a multiple of approximately 1.33.

Shareholders should also note that the number of Consideration Shares to be issued to the vendors of Meter Eye pursuant to Resolution 3, the number of shares to be issued under the Capital Raising, and the number of Options to be issued pursuant to Resolutions 7, 8, 9 and 10 are all expressed on a post-consolidation basis and shall be issued post-Consolidation basis.

The effect that the Acquisition, the Capital Raising, the Consolidation, and the other Resolutions contained within this Notice shall have on the capital structure is set out in section 2.3.

4.1 Fractional Entitlements and Taxation

Not all Shareholders and Optionholders will hold that number of Shares and Options which can be evenly divided by 0.75. Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest whole Share or Option.

It is not considered that any taxation consequences will exist for Shareholders or Optionholders arising from the Consolidation. However, Shareholders and Optionholders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor the Directors (or the Company's advisers) accept any responsibility for the individual taxation consequences arising from the Consolidation.

4.2 Holding statements and Option Certificates

On the basis that Resolutions 1 and 3 to 10 are passed, as from the effective date of the Resolution (being the date of the General Meeting), all holding statements for Shares and Options will cease to have any effect, except as evidence of entitlement to a certain number of post-Consolidation Shares and Options.

After the Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders and Optionholders, and to the extent required, new certificates for unlisted Options to be issued to Optionsholders

It is the responsibility of each Shareholder and Optionholder to check the number of Shares and Options held prior to disposal or exercise (as the case may be).

5. RESOLUTION 3: ACQUISITION

5.1 General

As outlined in Section 2, the Company has entered into the Agreement pursuant to which the Company will, amongst other things and subject to Shareholder approval, allot and issue 72,750,000 Shares (on a postconsolidation basis) to the Consideration Parties in consideration for the acquisition of 100% of the issued share capital of Meter Eye.

Resolution 3 seeks Shareholder approval for the allotment and issue of the Shares to the Consideration Parties (as set out below) pursuant to ASX Listing Rule 7.1:

Consideration Party	Shares (post
	consolidation basis)
Electronic Company of New Zealand (1971) Limited	15,003,482
Roland Rogers	8,104,775
Bernie Dickson	9,069,629
Dave and Maureen Mackie	2,170,922
Bart Engelsman	4,631,300
Richard Ludbrook, Felicity Ludbrook, Bailey Ingham Trustees Ltd as Trustees for CCSTrust	578,912
Simon Philip Wallace, Sievwrights Trustee Services (No. 4) Limited as Trustees forthe Wallace Family Trust	1,447,281
Tony and Mary Garner (or Nominee)	48,243
Boussal Pty Ltd, Johnstone Super Fund Account	434,184
David Oakley	2,412,135
JMC Automotive Group Pty Ltd	2,267,407
A&L Johnson Investments Pty Ltd as Trustees for the A&L Johnson SuperannuationFund	1,109,582
Callogan Investments Ltd (or Nominee)	289,456

Mast Financial Pty Ltd as trustee for the A to Z Investment Trust	144,728
Moat Investments Pty Ltd as trustee for the Moat Investment Trust	916,611
Paul Collins, Jo Collins as Trustees for the Collins Investment Trust	23,687,169
Hayward Australasia Pty Ltd	434,184
TOTAL	72,750,000

5.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

One circumstance where an issue is not taken into account in the calculation of the 15% threshold is where the issue has the prior approval of shareholders in general meeting.

The effect of Resolution 3 will be to allow the Directors to issue the Consideration Shares during the period of 3 months after the General Meeting (or a longer period if allowed by ASX), without using the Company's 15% placement capacity.

5.3 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Shares for the purpose of the Acquisition:

the maximum number of securities to be issued pursuant to Resolution 3 is 72,750,000 Shares (on a post-Consolidation basis);
the Consideration Shares will be issued as full consideration for the acquisition by the Company of all of the fully paid ordinary shares in the capital of Meter Eye Limited as detailed in Section 2.3 of this Explanatory Statement;
the Consideration Shares will be allotted and issued to various vendors as detailed in section 5 none of whom are a related party of the Company;
the Consideration Shares will be issued on the same terms as the existing fully paid ordinary shares in the Company other than the fact the Shares will be escrowed for 6 months from the date of issue and otherwise in accordance with ASX Listing Rules;
the Consideration Shares will be issued for nil cash consideration as they are being issued in full consideration for the acquisition of 100% of the shares in Meter Eye Limited;
the Consideration Shares will be issued on the settlement date of the Acquisition Agreement, and in any event not later than three months 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 the Consideration Shares will be allotted on one and the same date; and
no funds will be raised from the issue of the Consideration Shares as they are being issued in full consideration for the acquisition of 100% of the shares in Meter Eye Limited.

6. RESOLUTION 4 – CHANGE OF COMPANY NAME

Resolution 4 seeks Shareholder approval for the Company to change its name. Section 157 of the Corporations Act provides that a company may apply to change its name by the members of the company passing a special resolution to that effect.

It is proposed that the Company name be changed from Empire Beer Group Limited to "Car Parking Technologies Limited" with effect from the date of completion of the Acquisition.

7. RESOLUTION 5: ISSUE FOR PROSPECTUS CAPITAL RAISING

7.1 General

Resolution 5 seeks Shareholder approval for the allotment and issue of up to 5,000,000 Shares (on a post-Consolidation basis) at an issue price of a minimum of $0.20 per Share to raise up to a total of $1,000,000 (Capital Raising).

The Company intends to conduct the Capital Raising through the issue of a Prospectus as part of its re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

A summary of ASX Listing Rule 7.1 is set out in Section 2.3 above.

The effect of Resolution 4 will be to allow the Directors to issue the Shares pursuant to the Capital Raising during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company's annual 15% placement capacity.

7.2 Technical Information Required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

the maximum number of Shares to be issued is 5,000,000 Shares (on a post-Consolidation basis);
the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
the issue price of the Shares is intended to be a minimum of $0.20 each (on a post-Consolidation basis);
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;
the Directors will issue the Shares to subscribers pursuant to the Prospectus. None of the subscribers will be related parties of the Company and no subscriber will hold an interest of 20% or greater in the capital of the Company as a result of the issue pursuant to the Capital Raising; and
the Company intends to use the amounts raised from the Capital Raising as set out in Section 2.7.

Further details on the use of funds will be set out in the Prospectus that will be issued in respect of the Capital Raising.

8. RESOLUTION 6 – APPROVAL OF CAR PARKING TECHNOLOGIES LIMITED DEFERRED SHARE AND INCENTIVE PLAN

8.1 General

To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of directors and employees of a high calibre, the Company has established the "Car Parking Technologies Deferred Share and Incentive Plan" (Plan).

Resolution 6 seeks Shareholder approval under exception 9(b) of ASX Listing Rule 7.2 to allow the grant of Shares under the Plan (Plan Shares), as an exception to ASX Listing Rule 7.1.

The grant of Plan Shares will only fall within exception 9(b) of ASX Listing Rule 7.2 if the Plan Shares are issued under an employee incentive share plan approved by shareholders within three years before the date of issue.

If Resolution 6 is passed, the Company will have the ability to issue Plan Shares to eligible participants under the Plan over a period of three years without impacting on the Company's 15% placement capacity under ASX Listing Rule 7.1.

The Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the Plan is an appropriate method to:

(a) reward Directors and employees for their past performance;
(b) provide long term incentives for participation in the Company's future growth;
(c) motivate Directors and generate loyalty from senior employees; and
(d) assist to retain the services of valuable Directors and employees.

The Plan will be used as part of the remuneration planning for executive Directors and employees. The Corporate Governance Council Guidelines recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the company' circumstances and goals.

No Plan Shares have yet been issued under the Plan.

The key terms of the Plan are summarised in Section 8.2 below. A full copy of the Plan is available for inspection at the Company's registered office until the date of the Meeting.

8.2 Employee Incentive Share Plan

Following settlement of the Acquisition, the Board intends to adopt an Employee Incentive Share Plan to allow eligible participants to be granted Plan Shares to acquire Shares in the Company, the principle terms of which are summarised below.

(a) Eligibility and Grant of Plan Shares: The Board may grant Plan Shares to any full or part time employee or Director of the Company or an associated body corporate and provide details of any performance hurdles required to be met (Offer). Plan Shares may be granted by the Board at any time. By accepting the Offer the employee or Director becomes a participant in the Plan.
(b) Consideration: Each Plan Share issued under the Plan may be issued for nil cash consideration or such other consideration as may be deemed appropriate.
(c) Forfeiture of Plan Shares: A Plan Share will be forfeited if:
- i. the employee or Directors ceases to be an employee or Directors at a time when the Plan Shares acquired by or for the benefit of the employee or Director under the Plan remain subject to any performance hurdles; or
- ii. the employee's employment or Director's office with the Company has been terminated due to theft, fraud, defalcation or gross misconduct; or
- iii. the employee or Director permits an encumbrance to be granted in respect of their Plans Shares.
(d) Disposal of Plan Shares: Plan Shares will not be transferable unless the offer provides otherwise or the Board in its absolute discretion approves.
(e) Limitations on Offers: No employee or Director may accept an offer to participate in the Plan if immediately after the acquisition of the Plan Share or right, the employee or Director holds a legal or beneficial interest in more than 5% of the Shares in the Company. No employee or Director may

continue to participate in the Plan if immediately after the acquisition of a Plan Share or right, the employee or Director is in a position to cast, or control the casting of, more than 5% of the maximum number of votes that might be cast at a general meeting of the Company.

9. RESOLUTION 7 – ISSUE OF OPTIONS TO COMPANY SECRETARY

9.1 General

Resolution 7 seeks Shareholder approval for the allotment and issue of up to 500,000 Options (on a postconsolidation basis) to Mr Jeremy King, Company Secretary (or his nominee) (Option Placement).

Mr Jeremy King is not a related party of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 5.1 above.

The effect of Resolution 7 will be to allow the Directors to issue the Options pursuant to the Option Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

9.2 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Option Placement:

(a) the maximum number of Options to be granted is 500,000 (on a post-consolidation basis);
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be issued for nil cash consideration;
(d) the Options will be allotted and issued to Jeremy King (or his nominee);
(e) the Options will be issued on the terms and conditions set out in Schedule 1; and
(f) no funds will be raised from the Option Placement as the Options are being issued in consideration for introduction, facilitation and company secretarial services in connection with the Acquisition.

10. RESOLUTION 8 – ISSUE OF OPTIONS TO CONSULTANT

10.1 General

Resolution 8 seeks Shareholder approval for the allotment and issue of up to 500,000 Options (on a postconsolidation basis) to Technology Capital Pty Ltd (or its nominee) (TC Option Placement).

Technology Capital Pty Ltd is not a related party of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 5.1 above.

The effect of Resolution 8 will be to allow the Directors to issue the Options pursuant to the TC Option Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

10.2 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the TC Option Placement:

(a) the maximum number of Options to be granted is 500,000 (on a post-consolidation basis);
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be issued for nil cash consideration;
(d) the Options will be allotted and issued to Technology Capital Pty Ltd (or its nominee);
(e) the Options will be issued on the terms and conditions set out in Schedule 1; and
(f) no funds will be raised from the TC Option Placement as the Options are being issued in consideration for introduction and facilitation services in respect of the Acquisition.

RESOLUTIONS 9 AND 10 – ISSUE OF OPTIONS TO PROPOSED DIRECTORS

10.3 General

The Company intends to issue up to a total of 500,000 Options (on a post-Consolidation basis) to Ms Penelope Maclagan and Ms Tiffany Fuller (Proposed Directors), being proposed Directors of the Company on completion of the Acquisition(Proposed Director Option Placement).

10.4 ASX Listing Rule 10.11

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. Ms Penelope Maclagan and Ms Tiffany Fuller are considered to be related parties of the Company by virtue of the fact that upon completion of the Acquisition they will become Directors of the Company.

However, approval pursuant to Listing Rule 7.1 is not required in order to issue the Options to the Proposed Directors as approval is being obtained under ASX Listing Rule 10.11. The issue of the Options will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

The effect of Resolutions 9 and 10 will be to allow the Directors to issue the Options to the Proposed Directors within the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

10.5 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

Section 210 of the Corporations Act states that Shareholder approval is not needed to give a financial benefit on terms that:

(a) would be reasonable in the circumstances if the public company or entity were dealing at arm's length; or
(b) are less favourable to the related party than the terms referred to in paragraph (a).

It is the view of the current Directors that the exceptions set out in Section 210 and 211 of the Corporations Act apply in the current circumstances, as the current Board has formed the view the Options are being issued to the Proposed Directors on arms length terms and form part of the reasonable remuneration of the Proposed Directors pursuant to their proposed appointment as Directors. Accordingly, Shareholder approval is not sought for the issue of Options to the Proposed Directors under the Corporations Act.

10.6 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options:

(a) the related parties are Ms Penelope Maclagan and Ms Tiffany Fuller and they are related parties by virtue of being proposed Directors of the Company;
(b) the maximum number of Options (being the nature of the financial benefit being provided) to be issued to the Related Parties is:
- (i) 200,000 Options to Ms Penelope Maclagan, or her nominee; and
- (ii) 300,000 Options to Ms Tiffany Fuller, or her nominee.
(c) the Options will be issued to the Proposed Directors no later than 1 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 the Options will be issued on one date;
(d) the Options will be issued for nil consideration and accordingly no funds will be raised from the issue;
(e) the terms and conditions of the Options are set out in Schedule 1;
(f) the relevant interests of the Related Parties in securities of the Company are set out below;

Related Party	Shares	Options
Ms Penelope Maclagan	Nil	Nil
Ms Tiffany Fuller	Nil	Nil

(g) the remuneration and emoluments from the Company to the Related Parties for both the current financial year and previous financial year are set out below:

Related Party	Current FinancialYear	PreviousFinancial Year
Ms Penelope Maclagan1	Nil	Nil
Ms Tiffany Fuller1	Nil	Nil

Notes:

At the date of this Notice of Meeting, Ms Penelope Maclagan and Ms Tiffany Fuller are not Directors of the Company. They are therefore not entitled to remuneration and emoluments from the Company.

(h) if the Options issued to the Related Parties are exercised, a total of 500,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 153,826,196 to 154,326,196 (on a post-Consolidation basis) (assuming that no other Options are exercised and no other Shares are issued other than the Shares the subject of the Capital Raising and the Consideration Shares) with the effect that the shareholding of existing Shareholders (following completion of the Acquisition) would be diluted by 0.32%;

(i) the market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company;
(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

	Price	Date
Highest	$0.30	14 December 2010
Lowest	$0.05	21 May 2010
Last	$0.235	21 December 2010

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to the Proposed Directors as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Options to the Proposed Directors will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

Glossary

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

Acquisition	means the acquisition of 100% of the capital in Meter Eye by the Company from theshareholders of Meter Eye pursuant to the Acquisition Agreement.
Acquisition Agreement	means the share sale agreement entered into between the Company and theshareholders of Meter Eye dated 20 December 2010 whereby the Company will acquire100% of the capital in Meter Eye.
ASIC	means Australian Securities Investment Commission.
ASX	means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as thecontext requires.
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.
Corporations Act	means the Corporations Act 2001 (Cth).
Director	means a director of the Company.
ECONZ	means Electronic Company of New Zealand (1971) Limited.
Explanatory Statement	means the explanatory statement accompanying the Notice of Meeting.
Exercise Notice	has the meaning given to it in Schedule 1 to the Explanatory Statement
Exercise Price	has the meaning given to it in Schedule 1 to the Explanatory Statement.
Expiry Date	has the meaning given to it in Schedule 1 to the Explanatory Statement.
General Meeting	means the meeting convened by the Notice.
Meter Eye or ME	means Meter Eye Limited (Company Number 1412599), incorporated in New Zealand.
Notice of Meeting	means this notice of meeting including the Explanatory Statement.
Offer	means the offer by the Board to employees and/or executive Directors of the Companyto participate in the Plan.
Option	means an option to acquire a Share on the terms and conditions set out in Schedule 1 ofthe Explanatory Statement.
Optionholder	means a holder of an Option as the context requires.
Option Placement	has the meaning given to it in Section 9.1 of the Explanatory Statement.
Plan	means the Car Parking Technologies Deferred Share and Incentive Plan.

Plan Shares	means the Shares granted to employees and executive Directors of the Companypursuant to the Plan.
Share	means a fully paid ordinary share in the capital of the Company.
Acquisition Agreement	means the share sale agreement entered into between the Company and theshareholders of Meter Eye dated 20 December 2010 whereby the Company will acquire100% of the capital in Meter Eye.
TC Option Placement	has the meaning given to it in Section 10.1 of the Explanatory Statement.
TCP	means Town and City Parking (UK) Limited.
Shareholder	means a shareholder of the Company.
WST	means Western Standard Time as observed in Perth, Western Australia.

Schedule 1

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 2013 (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 $0.20 (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, except to the extent that they are issued to directors or proposed directors or associates in which case they shall be non-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.

AI assistant

SMART PARKING LIMITED — Proxy Solicitation & Information Statement 2010

65850_rns_2010-12-21_4408c241-4802-477f-a085-31f10dbae6e8.pdf

By E‐Lodgement

Update on acquisition of Meter Eye Ltd and Notice of Meeting

Time & Place of Meeting and How To Vote

Venue

How to Vote

Voting by Proxy

CHAIRMAN'S LETTER

Dear Shareholder

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 Sebel Residence 60 Royal Street East Perth WA at 11:00am (WST) on 24 January 2011.

Agenda

1. Resolution 1 – Change to Nature of Activities

2. Resolution 2 – Consolidation of Capital

3. Resolution 3 – Issue of Consideration Shares

4. Resolution 4 – Change of Company Name

5. Resolution 5 – Capital Raising

6. Resolution 6 – Approval of Car Parking Technologies Limited Deferred Share and Incentive Plan

7. Resolution 7 – Issue of Options to Company Secretary

8. Resolution 8 – Issue of Options to Consultant

9. Resolution 9 – Issue of Options to Ms Penelope Maclagan (Proposed Director)

10. Resolution 10 – Issue of Options to Ms Tiffany Fuller (Proposed Director)

JEREMY KING

Notes:

Enquiries

Explanatory Statement

1. GENERAL INFORMATION

2. BACKGROUND

2.1 Acquisition Agreement

2.2 Details of Meter Eye Ltd

2.3 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

2.4 Pro Forma Balance Sheet

Notes

2.5 Pro Forma Capital Structure

Notes

2.6 Advantages of Acquisition

2.7 Disadvantages of Acquisition

2.8 Indicative Timetable

Notes

2.9 Use of Proceeds of Capital Raising

2.10 Risk Factors

General Business, Economic and Political Risks

Exchange Rate Risks

Environmental Risks

Competition

Regulatory

Insurance

Operating Risks

Intellectual Property Protection

Manufacturing

General Risks

Additional Requirements for Capital

Potential Acquisitions

Economic Risks

Market Conditions

Reliance on Key Management

Investment Speculative

New Board of Directors

(b) Mr Bernie Dickson (ME nominee)

2.11 Shareholder Approvals

2.12 Plans for the Company if the Acquisition does not proceed

2.13 Directors' Recommendation

3. RESOLUTION 1: CHANGE TO NATURE OF ACTIVITIES

3.1 Legal requirements

4. RESOLUTION 2: CONSOLIDATION OF CAPITAL

4.1 Fractional Entitlements and Taxation

4.2 Holding statements and Option Certificates

5. RESOLUTION 3: ACQUISITION

5.1 General

5.2 ASX Listing Rule 7.1

5.3 Technical information required by ASX Listing Rule 7.3

6. RESOLUTION 4 – CHANGE OF COMPANY NAME

7. RESOLUTION 5: ISSUE FOR PROSPECTUS CAPITAL RAISING

7.1 General

7.2 Technical Information Required by ASX Listing Rule 7.3

8. RESOLUTION 6 – APPROVAL OF CAR PARKING TECHNOLOGIES LIMITED DEFERRED SHARE AND INCENTIVE PLAN

8.1 General

SMART PARKING LIMITED Proxy Solicitation & Information Statement 2010