SPENDA LIMITED — Proxy Solicitation & Information Statement 2012

Dec 11, 2012

Motopia
Limited ACN
099
084
143 Appointment
of
Proxy
Form
–
General
Meeting
of
Shareholders

I /We:

Of:

being
a
member/shareholder
of
Motopia
Limited
entitled
to
attend
and
vote
at
the
General
Meeting,
hereby
appoint:

or
failing
the
person
so
named
or,
if
no
person
is
named,
the
Chair
of
the
General
Meeting,
or
the
Chair’s
nominee,
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
the
Company
to
be
held
at
3:00
pm (AEDT)
on
Tuesday,
15
January
2013,
at
the
Hotel
Charsfield,
478
St
Kilda
Road,
Melbourne,
VIC,
3004
and
at
any
adjournment
thereof. If
no directions
are
given,
the
Chair
will
vote AGAINST
all
of
the
Resolutions.

If
the
Chair
of
the
Annual
General
Meeting
is
appointed
as
your
proxy,
or
may
be
appointed
by
default,
and
you
do
not
wish
to
direct
your
proxy how
to
vote
as
your
proxy
in
respect
of
Resolutions
1
to
6
please
place
a
mark
in
this
box:

By
ticking
the
above
box,
I/we
expressly
authorise
the
Chairman
of
the
Meeting
to
vote
in
accordance
with
the
Chairman's
voting
intentions
on Resolutions
1
to
6
(except
where
I/we
have
indicated
a
different
voting
intention
below)
and
acknowledge
that
the
Chairman
of
the
Meeting
may exercise
my
proxy
even
if
the
Chairman
of
the
Meeting
has
an
interest
in
the
outcome
of
these
items
and
that
votes
cast
by
the
Chairman,
other than
as
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
Chair
will
not
cast
your
votes
on
Resolutions
1
to
6
and
your
votes
will
not
be
counted
in
calculating
the
required
majority
if
a
poll
is called
on
Resolutions
1
to
6.
Alternatively,
you
can
complete
the
table
below:

RESOLUTIONS(TICK IN THE BOX)	FOR	AGAINST	ABSTAIN
Resolution 1 – Removal of Frank Vetrone as a director
Resolution 2 – Removal of Gernot Abl as a director
Resolution 3 – Removal of Mike Green as a director
Resolution 4 – Appointment of Jason Edwards as a director
Resolution 5 – Appointment of Thomas Burt as a director
Resolution 6 – Appointment of Gerard Monaghan as a director
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. Signature of Member(s): ..................................................................................……………………………………………. Date: .............................................. Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: ...............................................Contact Ph (daytime): ....................................................

PROXY
INSTRUCTIONS: A
member
entitled
to
attend
and
vote
at
a
meeting
is
entitled
to
appoint
not
more
than
2
proxies.
Where
more
than
1 proxy
is
appointed,
each
proxy
may
be
appointed
to
represent
a
specific
portion
of
the
member’s
voting
rights.
A
proxy
need
not
be
a
member
of the
Company.
A
proxy
form
must
be
signed
by
the
member
or
his
or
her
attorney.
Proxies
given
by
corporations
must
either
be
signed
under seal
or
under
the
hand
of
a
duly
authorised
officer
of
attorney.
To
be
valid,
the
form
appointing
the
proxy
and
the
Power
of
Attorney
or
other authority
(if
any)
under
which
it
is
signed
(or
a
certified
copy)
must
be
lodged
with Motopia
Limited,
The
Company
Secretary,
PO
BOX
627 Collins
St
West
VIC
8007, or
by
facsimile
on
+61
3
8678
1747 . By
no
later
than
3:00
p.m.
AEDT
on
13
January
2013.
Proxy
forms
received
later than
this
time
will
be
invalid.