SPENDA LIMITED — Proxy Solicitation & Information Statement 2012

Mar 27, 2012

Motopia Limited ABN 67 099 084 143

Notice of General Meeting of Shareholders

Date: 30 April 2012

Time: 10:30am AEST

Place: Hotel Charsfield, 478 St Kilda Road, Melbourne, VIC, 3004.

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.

Motopia Limited ABN 67 099 084 143

Notice of General Meeting

Notice is hereby given that a General Meeting of the shareholders of Motopia Limited ACN 099 084 143 will be held in the Webb Room at the Hotel Charsfield, 478 St Kilda Road, Melbourne, VIC, 3004, on Monday, 30 April 2012 at 10:30 a.m. AEST.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of General Meeting and Explanatory Statement are defined in the Glossary.

1. Agenda for the Meeting

Resolution 1 - Approve the previous issue of 65,000,000 Shares

To consider and if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 7.4 and all other purposes, the previous issue of 65,000,000 Shares as referred to in the Explanatory Statement, is approved."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who participated in the issue or received a benefit and any of their associates. However, the Company need not disregard a vote if:

• 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
• 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 $2 -$ Approve the issue of Shares with a total combined value of up to $1,000,000

To consider and if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, the issue of Shares with a total combined value of up to $$1,000,000$ , as referred to in the Explanatory Statement, is approved."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who may participate in the issue or might obtain a benefit and any of their associates. However, the Company need not disregard a vote if:

• 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
• 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 – Approve the issue of up to 3,000,000 Shares to Frank Vetrone or his nominee

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11 and all other purposes, the issue of up to 3,000,000 Shares to Frank Vetrone or his nominee, as referred to in the Explanatory Statement, is approved."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who will participate in the issue or any person who may obtain a benefit and any of their associates. However, the Company need not disregard a vote if:

• 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
• 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 the issue of up to 3,525,000 Shares to Gernot Abl or his nominee

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11 and all other purposes, the issue of up to 3,525,000 Shares to Gernot Abl or his nominee, as referred to in the Explanatory Statement, is approved."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who will participate in the issue or any person who may obtain a benefit and any of their associates. However, the Company need not disregard a vote if:

• 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
• 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 the issue of up to 3,375,000 Shares to Dean Verberne or his nominee

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11 and all other purposes, the issue of up to 3,375,000 Shares to Dean Verberne or his nominee, as referred to in the Explanatory Statement, is approved."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who will participate in the issue or any person who may obtain a benefit and any of their associates. However, the Company need not disregard a vote if:

• 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
• 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. Determination of voting entitlement

For the purpose of determining a person's entitlement to vote at the Meeting, a person will be recognized as a shareholder and the holder of Shares if that person is registered as a holder of those Shares at 7:00 p.m. AEST on 26 April 2012.

3. Votes

Unless a poll is demanded in advance of voting on a resolution, voting on each resolution will initially be by way of a show of hands. On a show of hands, each member present in person or by proxy or, in the case of a body corporate, by a representative, shall have one vote.

On a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it.

4. Proxies

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder.

Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes.

A proxy need not be a Shareholder.

To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company at PO BOX 627 Collins St West VIC 8007 or by facsimile on + 61 (0) 3 8678 1747 by 10:30 a.m. AEST on 28 April 2012.

A form of proxy accompanies this Notice of Meeting.

Justyn Stedwell Company Secretary On behalf of the Board of Directors Motopia Limited 23 March 2012

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Resolution 1 – Approve the previous issue of 65,000,000 Shares

Background

In January 2012, the Company issued raised $650,000 from the issue of 65,000,000 Shares at $0.01 per Share. The 65,000,000 Shares were issued without prior Shareholder approval and in accordance with ASX Listing Rule 7.1.

Resolution 1 seeks Shareholder approval for the previous issue of 65,000,000 Shares for the purposes of ASX Listing Rule 7.4 and all other purposes.

ASX Listing Rules 7.1, 7.4 & 7.5

ASX Listing Rule 7.1 provides that a listed company must not, subject to certain exceptions, issue or agree to issue more than 15% of its capital within a 12 month period without the approval of shareholders.

ASX Listing Rule 7.4 provides that an issue of shares made without approval under Listing Rule 7.1 is treated as been made with approval if each of the following applies:

• the issue did not breach Listing Rule 7.1, and
• the shareholders of ordinary securities subsequently approve the issue.

The issue of 65,000,000 Shares did not breach ASX Listing Rule 7.1 and the Company seeks subsequent Shareholder approval for the issue of Shares for the purposes of ASX Listing Rule 7.4 and all other purposes.

The following information is provided to Shareholders in accordance with ASX Listing Rule 7.5:

The number of securities allotted

The number of securities allotted was 65,000,000 Shares.

The price at which the securities were issued

The Shares were issued at $0.01 per Share

The purpose for which the securities were issued & the use of the funds raised

Shares were issued by way of private placement to raise funds to reduce Company debt and for working capital purposes.

The names of the allottees

The 65,000,000 Shares were issued to:

Allotee	Number of Shares Issued
Cosmick Pty Ltd	2,000,000
HC Investment Holdings Pty Ltd	2,100,000
Mark Andrew Linney	2,500,000
George Harris	300,000
Bling Nominees Pty Ltd	500,000
Faulkner Capital Group Pty Ltd	1,000,000
Brian Daive Gardiner	300,000
Dean Carey	500,000
Rylet Pty Ltd	3,000,000
Surpion Pty Ltd	5,000,000
Steven John Ioannou	2,400,000
Dynamic Super Pty Ltd	600,000
Skatm Consulting Pty Ltd	500,000
Spiros Pastras	200,000
Demasiado Pty Ltd	1,000,000
Brownlow PR Pty Ltd	1,000,000
Marcus Higgins	200,000
Neroski Pty Ltd	500,000
Gustrip Pty Ltd	1,500,000
Yardie (WA) Pty Ltd	5,000,000
Gordon Clive Anselm Conroy	2,500,000
Murray & Contance Smith <mj &="" a="" c="" cm="" fund="" smith="" super="">	3,000,000
Tomreda Pty Ltd	4,000,000
Martin Luke Simich	4,000,000
P&A Balsarini <a&k a="" c="" fund="" merc="" provident=""></a&k>	2,500,000
143 Pty Ltd	5,000,000
Queens Parkland Pty Ltd	2,500,000
Burley WA Pty Ltd	1,000,000
Sanpal Pty Ltd	2,400,000
Santhy Olowoniyi	5,000,000
CGV Group Pty Ltd	3,000,000
Total	65,000,000

The terms of the securities

The Shares issued rank equally in all respects with the Company's existing Shares.

Voting Exclusion Statement

A voting exclusion statement is included in the Notice of Meeting.

Resolution 2 - Approve the issue of Shares with a total combined value of up to $1,000,000

The Company intends to raise up to $1,000,000 new equity capital for the purpose of funding new acquisitions and for working capital purposes.

Resolution 2 seeks Shareholder approval for the issue of Shares with a total combined value of up to $1,000,000 for the purposes of ASX Listing Rule 7.1 and all other purposes.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a listed company must not, subject to certain exceptions, issue or agree to issue more than 15% of its capital within a 12-month period without the approval of shareholders.

In addition, by obtaining the approval of the Shareholders to the issue of the Shares, on the issue of those Shares, they will not count within the 15% limit when determining compliance by the Company with Listing Rule 7.1 in the next 12 month period.

By approving the issue of the Shares in advance, the Company maintains the maximum ability to be able to issue securities without the need for Shareholder approval. That is important as it provides the Company with flexibility and the ability to maximise new investment opportunities as and when they arise.

Listing Rule 7.3 requires the following information concerning the issue of the Shares outlined above in relation to Resolution 2 be included in the Notice of Meeting.

ASX Listing Rule 7.3

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Statement for that purpose:

The number of securities to be issued

The maximum number of securities which may be issued under the capital raising is to be determined by reference to the following formula:

Maximum number = $$1,000,000 \div$ the issue price

The below table details the range of the maximum number of Shares that may be issued for each corresponding of Share issue price range:

Share Issue Price Range	Number of Shares to be issued
$$0.006 - $0.007$	166,666,667 - 142,857,143
$0.007 - $0.008	142,857,143 - 125,000,000
$$0.008 - $0.009$	125,000,000 - 111,111,111
$$0.009 - $0.01$	111,111,111 - 100,000,000
$$0.01 - $0.011$	100,000,000 - 90,090,091
$$0.011 - $0.012$	$90,090,091 - 83,333,334$
$$0.012 - $0.013$	83,333,334 - 76,923,077
$$0.013 - $0.014$	76,923,077 - 71,428,572
$$0.014 - $0.015$	71,428,572 - 66,666,667
$$0.015 - $0.016$	66,666,667 - 62,500,000

The date by which the Company will issue the securities

The Shares will be issued progressively, and in any event, no later than 3 months after the date of this Meeting.

The issue price of the securities

The Shares will be issued at an issue price which is no less than a price which is a discount of 15% to the VWAP of Shares as traded on the ASX over the 10 trading days prior to the date of the issue of the Shares.

The names of the allottees of the securities

The allottees of the Shares to be issued, if Resolution 2 is approved, will be professional or sophisticated investors identified by the Company and any brokers / financial advisers appointed by the Company to assist it in its capital raising. None of the persons subscribing for Shares or receiving Shares will be a Director (or an associate of a Director) or other related party of the Company (within the meaning of that term in ASX Listing Rule 10.11).

In addition, no subscriber, either individually or in association with any related entity, will be allotted securities, which would, if added to existing holdings, result in the holder and their related entities holding 20% or more of the issued capital of the Company should Resolution 2 be approved.

The terms of the securities

All Shares to be issued will rank equally in respects with the Company's existing Shares.

The intended use of funds raised

Funds raised will be used for the purpose of funding new acquisitions and for working capital purposes.

Voting exclusion statement

A voting exclusion statement is included in the Notice of Meeting.

Resolution 3 - Approve the issue of up to 3,000,000 Shares to Frank Vetrone or his nominee

Shareholders are being asked to approve issue of up to 3,000,000 Shares to Frank Vetrone or his nominee as remuneration for his services as Executive Chairman of the Company for the period from 1 February 2012 to 31 May 2012.

In February 2012, the Company entered into an agreement on arms length terms with Frank Vetrone in relation to the payment of Directors fees and consulting fees. In order to conserve Company funds, Frank Vetrone has agreed to accept his Directors' fees and a proportion of his consulting fees in the form of Shares. In accordance with the agreement Frank Vetrone or his nominee shall receive a directors fee of $5,000 per month ($60,000 per annum) payable in Shares. In addition, Frank Vetrone or his nominee will receive consulting fees of $7,500 per month ($90,000 per annum) of which $5,000 will be paid in cash and the remaining $2,500 will be paid in Shares.

Mr. Vetrone's total remuneration as Executive Chairman of Motopia is $12,500 per month ($150,000 per year). The Share based proportion of Frank Vetrone's total remuneration ($7,500 per month) is to be accrued pending a meeting of Shareholders and the Shares payable up to the end of the month following the Meeting issued subject to Shareholder approval.

In the event that Shareholders do not approve Resolution 3 the $30,000 in fees payable to Frank Vetrone up to 31 May 2012 will become payable by the Company to Frank Vetrone in cash. As the date of preparing this Notice the 3,000,000 Shares have a market value of $27,000 based on the closing Motopia share price of $0.009 on 8 March 2012.

The Board believes it is necessary to reward directors appropriately in a manner that conserves the cash position of the Company and provides further incentives to each director. In addition, the Board believes it is important to provide these Shares to continue to attract and maintain highly experience and qualified Board members in a competitive market. The non-associated Directors have considered that the number of Shares the subject of Resolution 3 is appropriate Share based remuneration for Mr. Vetrone when taking into consideration his position in the Company, his skills and experience and the Company's need to conserve cash.

Frank Vetrone is a related party of the Company by virtue of his positions as a director of the Company. For the purposes of the ASX Listing Rule 10.11 and all other purposes, Resolution 3 is required to be passed before the Shares can be issued.

ASX Listing Rule 10.11 & 10.13

ASX Listing Rule 10.11 states that an entity must not issue or agree to issue equity securities to a related party without the approval of holders of ordinary securities.

In accordance with ASX listing rule 7.2 (Exception 14) if approval is given under listing rule 10.11, approval is not required under listing rule 7.1. Accordingly, the issue of Shares to a Director will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

The following information is provided in accordance with ASX Listing Rule 10.13.

The Shares the subject of Resolution 3 will be issued as consideration for Directors' fees and consulting fees payable to Frank Vetrone or his nominee for the period 1 February 2012 to 31 May 2012. The 3,000,00 Shares will be issued at an issue price of $0.01 per Share and no funds will be raised from the issue of Shares.

If Resolution 3 is approved, the Company will issue the 3,000,000 Shares within one month of the date of the Meeting. The 3,000,000 Shares to be issued will rank equally in all respects with the Company's existing Shares. Voting exclusion statements are included in the Notice of Meeting.

Resolution 4 - Approve the issue of up to 3,525,000 Shares to Gernot Abl or his nominee

Shareholders are being asked to approve issue of up to 3,525,000 Shares to Gernot Abl or his nominee as remuneration for his services as a Director of the Company for the period from 10 January 2012 to 31 May 2012.

In January 2012, the Company entered into an agreement on arms length terms with Gernot Abl in relation to the payment of Directors fees and consulting fees. In order to conserve Company funds, Gernot Abl has agreed to accept his Directors' fees and a proportion of his consulting fees in the form of Shares. In accordance with the agreement, Gernot Abl or his nominee shall receive director's fees of $5,000 per month ($60,000 per annum) payable in Shares. In addition, Gernot Abl or his nominee will receive consulting fees of $7,500 per month ($90,000 per annum) of which $5,000 will be paid in cash and the remaining $2,500 will be paid in Shares.

Gernot Abl's total remuneration as an Executive Director of Motopia is $12,500 per month ($150,000 per year). The Share based proportion of Gernot Abl's total remuneration ($7,500 per month) is to be accrued pending a meeting of Shareholders and the Shares payable up to the end of the month following the Meeting are to be issued subject to Shareholder approval.

In the event that Shareholders do not approve Resolution 4 the $35,250 of fees payable to Gernot Abl up to 31 May 2012 will become payable by the Company in cash. As the date of preparing this Notice the 3,525,000 Shares have a market value of $31,725 based on the closing Motopia share price of $0.009 on 8 March 2012.

The Board believes it is necessary to reward directors appropriately in a manner that conserves the cash position of the Company and provides further incentives to each director. In addition, the Board believes it is important to provide these Shares to continue to attract and maintain highly experience and qualified Board members in a competitive market. The non-associated Directors have considered that the number of Shares the subject of Resolution 4 is appropriate share based remuneration for Mr. Abl taking into consideration his position in the Company, his skills, experience and qualifications and the Company's need to conserve cash.

Gernot Abl is a related party of the Company by virtue of his positions as a director of the Company. For the purposes of the ASX Listing Rule 10.11 and all other purposes, Resolution 4 is required to be passed before the Shares can be issued.

ASX Listing Rule 10.11 & 10.13

ASX Listing Rule 10.11 states that an entity must not issue or agree to issue equity securities to a related party without the approval of holders of ordinary securities.

In accordance with ASX listing rule 7.2 (Exception 14) if approval is given under listing rule 10.11, approval is not required under listing rule 7.1. Accordingly, the issue of Shares to a Director will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

The following information is provided in accordance with ASX Listing Rule 10.13.

The Shares the subject of Resolution 4 will be issued as consideration for Directors' fees and consulting fees payable to Gernot Abl or his nominee. The 3,525,000 Shares will be issued at an issue price of $0.01 per Share and no funds will be raised from the issue of Shares.

If Resolution 4 is approved, the Company will issue the 3,525,000 Shares within one month of the date of the Meeting. The 3,525,000 Shares to be issued will rank equally in all respects with the Company's existing Shares. Voting exclusion statements are included in the Notice of Meeting.

Resolution 5 - Approve the issue of up to 3,375,000 Shares to Dean Verberne or his nominee

Shareholders are being asked to approve issue of up to 3,375,000 Shares to Dean Verberne or his nominee as remuneration for his services as a Director of the Company for the period of 7 November 2011 to 31 May 2012.

The Company has entered into an agreement on arms length terms with Dean Verberne in relation to the payment of Directors fees. In order to conserve Company funds, Dean Verberne has agreed to accept his Directors' fees in the form of Shares. In accordance with the agreement, Dean Verberne or his nominee shall receive director's fees of $5,000 per month ($60,000 per annum) payable in Shares. Shares to be issued as consideration for Dean Verberne's director's fees accrue pending a meeting of Shareholders and the Shares payable up to the end of the month following the Meeting are to be issued to Dean Verberne or his nominee subject to Shareholder approval.

In the event that Shareholders do not approve Resolution 5 the $33,750 in Director's fees payable to Dean Verberne up to 31 May 2012 will become payable by the Company in cash. As the date of preparing this Notice the 3,375,000 Shares have a market value of $30,375 based on the closing Motopia share price of $0.009 on 8 March 2012.

The Company confirms that as at the date of this Notice, Dean Verberne has received no cash or share based payments from the Company since being appointed a director of the Company on 7 November 2011.

The Board believes it is necessary to reward directors appropriately in a manner that conserves the cash position of the Company and provides further incentives to each director. In addition, the Board believes it is important to provide these Shares to continue to attract and maintain highly experience and qualified Board members in a competitive market. The non-associated Directors have considered that the number of Shares the subject of Resolution 5 is appropriate share based remuneration for Mr. Verberne when taking into consideration his position as a Non-Executive Director, his skills and experience and the Company's need to conserve cash.

Dean Verberne is a related party of the Company by virtue of his positions as a director of the Company. For the purposes of the ASX Listing Rule 10.11 and all other purposes, Resolution 5 is required to be passed before the Shares can be issued.

ASX Listing Rule 10.11 & 10.13

ASX Listing Rule 10.11 states that an entity must not issue or agree to issue equity securities to a related party without the approval of holders of ordinary securities.

In accordance with ASX listing rule 7.2 (Exception 14) if approval is given under listing rule 10.11, approval is not required under listing rule 7.1. Accordingly, the issue of Shares to a Director will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

The following information is provided in accordance with ASX Listing Rule 10.13.

The Shares the subject of Resolution 5 will be issued as consideration for Directors' fees payable to Dean Verberne. The 3,375,000 Shares will be issued at an issue price of $0.01 per Share and no funds will be raised from the issue of Shares.

If Resolution 5 is approved, the Company will issue the 3,375,000 Shares within one month of the date of the Meeting. The 3,375,000 Shares to be issued will rank equally in all respects with the Company's existing Shares. Voting exclusion statements are included in the Notice of Meeting.

GLOSSARY

In the Notice of Meeting and Explanatory Statement the following terms have the following meanings:

AEST means Australian Eastern Standard Time.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the listing rules of ASX.

Board means the board of directors of the Company.

Company or Motopia means Motopia Limited (ABN 67 099 084 143).

Constitution means the constitution of the Company

Corporations Act means Corporations Act 2001 (Cth).

Director means a current director of the Company.

Explanatory Statement means the explanatory statement to this notice of general meeting.

Meeting means the 2012 General Meeting of the Shareholders of the Company to be held on 30 April 2012, to which the Notice of Meeting and Explanatory Statement relate.

Notice or Notice of Meeting means the notice of meeting of the Company dated 23 March 2012.

Resolution means a resolution referred to in the Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Words importing the singular include the plural and vice versa.

All references to currency are in Australian dollars

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

I/We
of

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

Appoint

or failing the person so named or, if no person is named, the Chair of the 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 Meeting to be held at 10:30 am (AEST) on Monday, 30 April 2012, 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 in favour of all the Resolutions.

If the Chair of the 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 5 please place a mark in this box.

By ticking the above box, I/we direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolutions 1 to 5 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 3, 4 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel and/or 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 5 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 5. Alternatively, you can complete the table below:

RESOLUTIONS FOR APPROVAL (TICK IN THE BOX)		AGAINST	ABSTAIN
Resolution 1 - Approve previous issue of 65,000,000 Shares
Resolution 2 – Approve the issue of Shares with a total combinedvalue of up to $1,000,000
Resolution 3 - Approve the issue of Shares to Frank Vetrone
Resolution 4 - Approve the issue of Shares to Gernot Abl
Resolution 5 - Approve the issue of Shares to Dean Verberne

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):

Individual or Member 1	Member 2	Member 3
Sole Director/Company	Director	Director/Company Secretary
Secretary

Contact Name: ....................................

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 C/- Jeffrey Thomas & Partners PO BOX 627 Collins St West VIC 8007 Or by facsimile on: +61 (0) 3 8678 1747

By no later than 10:30 a.m. AEST on 28 April 2012. Proxy forms received later than this time will be invalid.