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SRG GLOBAL LIMITED AGM Information 2007

Oct 25, 2007

65852_rns_2007-10-25_6f61bb60-394f-4cf2-8503-1ba22f5c21d4.pdf

AGM Information

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ASX ANNOUNCEMENT 26 OCTOBER 2007

Notice of Meeting - Annual General Meeting

Construction services group Global Construction Services (ASX: GCS, "GCS Group") Please find attached the Notice of Meeting for the Annual General Meeting.

The meeting details are as follows:

Thursday 29 November 2007 at 10.00am (WST) Sheraton Perth Hotel, Goldsworthy Room, 207 Adelaide Terrace, Perth, Western Australia

-ENDS-

Or visit: http://www.gcs-group.net

About GCS Group

GCS Group (ASX: GCS) is a construction services company that supplies equipment to the construction industry such as scaffolding, formwork, material hoists, temporary accommodation and chemical toilets together with a range of related labour and design services.

GCS Group is forecasting a net profit of $8.2 million for FY08, equating to 12.5 cents per share.

GCS Group's strategy for growth is to focus primarily on servicing the West Australian construction industry. In addition, the Company intends to explore opportunities on the East Coast as well as diversify into related industries and industry sectors and acquire selected new businesses that create value for shareholders.

GLOBAL CONSTRUCTION SERVICES LIMITED ACN 104 662 259

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

For the Annual General Meeting of shareholders to be held on Thursday 29 November 2007 at 10.00am (WST) at the Sheraton Perth Hotel, Goldsworthy Room, 207 Adelaide Terrace, Perth, Western Australia

CONTENTS AND IMPORTANT INFORMATION

CONTENTS PAGE
Notice of Annual General Meeting 4
Explanatory Statement 7
Proxy Form Enclosed

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisor without delay.

If you are unable to attend the Annual General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form.

If you wish to discuss any aspect of this Notice with the Company, please contact the Company Secretary, Gabriel Chiappini on (08) 9486-1644.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of Global Construction Services Limited will be held at:

The Sheraton Perth Hotel Commencing at

Goldsworthy Room 10.00am (WST) 207 Adelaide Terrace Perth WA on Thursday 29 November 2007

How to Vote

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

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.00am (WST).

Voting by Corporate Representative

A corporation may elect to appoint a representative to attend and vote at the meeting in accordance with the Corporations Act in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act. The Certificate is to be lodged with the Company before the meeting or at the registration desk on the day of the meeting.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and:

• return the proxy form by post to the Company's Share Registry, Computershare Investor Services Pty Ltd, GPO Box D182, Perth, Western Australia 6840 or to the Company's registered office at 2 Redcliffe Road, Redcliffe Western Australia 6104; or

• send the proxy form by facsimile to the Company's Share Registry, on facsimile number (08) 9323 2033 (International:+ (61 8) 9323 2033), or to the Company on facsimile number (08) 9479 7789 (International:+ (61 8) 9479 7789); or

• deliver the proxy form to Computershare Investor Services Pty Ltd, Level 2, 45 St Georges Terrace, Perth, Western Australia 6000 or to the Company's registered office at 2 Redcliffe Road, Redcliffe, Western Australia 6104,

so that it is received not later than 10.00am (WST) on Monday 26 November 2007.

Your proxy form is enclosed.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Global Construction Services Limited ("Company") will be held at The Sheraton Perth Hotel, Goldsworthy Room, 207 Adelaide Terrace, Perth, Western Australia on Thursday 29 November 2007 at 10.00am (WST).

The attached Explanatory Statement is provided to supply shareholders with information to enable them to make an informed decision regarding the resolutions set out in this Notice. The Explanatory Statement is intended to be read in conjunction with and forms part of this Notice.

AGENDA

GENERAL BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report and the reports of the directors and auditors for the year ended 30 June 2007.

Resolution 1 – Adopt Remuneration Report

To adopt the Company's Remuneration Report for the year ended 30 June 2007 as included in the Directors' Report within the Annual Report.

Note - the vote on this resolution is advisory only, and does not bind the Directors.

Election of Director

Resolution 2 – Re-election of Mr Salvatore (Sam) Mangione (Non-Executive Director)

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

"That Mr Salvatore (Sam) Mangione, retires in accordance with article 6.3(c) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company with immediate effect."

Resolution 3 – Election of Mr Neil John Kidd (Non-Executive Chairman)

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

"That Mr Neil Kidd, who (having been appointed as a Director since the last general meeting) retires in accordance with article 6.3(j) of the Constitution and, being eligible, offers himself for re-election, be re-elected as Non-Executive Chairman of the Company with immediate effect."

Resolution 4 – Election of Mr David Macoboy (Non-Executive Director)

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

"That Mr David Macoboy, who, (having been appointed as a Director since the last general meeting) retires in accordance with article 6.3(j) of the Constitution and, being eligible, offers himself for re-election, be re-elected as Non-Executive Director of the Company with immediate effect."

Resolution 5 – Appointment of Auditor

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

"That for the purposes of Section 327B of the Corporations Act BDO Kendalls Audit & Assurance (WA) Pty Ltd, having consented to act as the Company's auditor, be appointed the Company's auditor."

Resolution 6 – Approve the Execution of Directors Deeds of Indemnity, Access and Insurance

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

"Pursuant to Chapters 2D.2 and 2E of the Corporations Act and for all other purposes approval be given to the Company, to:

  • (a) indemnify each Director, during the period of directorship and after the cessation of directorship, in respect of certain claims should any be made against that director whilst acting in his or her capacity as a Director;
  • (b) use its reasonable endeavours to procure an insurance policy and pay the premiums of insurance as assessed at market rates applicable from time to time for each such Director in respect of certain claims made against that Director acting in his or her capacity of a Director (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company);
  • (c) use its reasonable endeavours to ensure that an insurance policy for the Director is at all times covered under an insurance policy for the period of 7 years from the date a director ceases to be Director ("Insurance Run-Off Period"), which will be on terms not materially less favourable to each Director than the terms of insurance applicable at the date of termination of his or her directorship and to continue to pay those premiums during that Insurance Run-Off Period (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company); and
  • (d) provide the Director with access, upon the cessation for any reason of his directorship and for a period of not less than 7 years following that cessation, to any Company records which are either prepared or provided to the Director during the period of his directorship,

and on the terms and conditions in the Explanatory Memorandum accompanying this Notice."

VOTING AND PROXIES

Members Entitled to attend and vote at the Meeting

In accordance with the Constitution and the Corporations Regulations 2001 (Cth), the Board has determined that the members entitled to attend and vote at the meeting shall be those persons who are recorded in the register of members at 10.00pm (WST) on Tuesday 27 November 2007.

Proxy Information

A member who is entitled to vote at the meeting may appoint:

  • (a) one proxy if the member is only entitled to one vote; or
  • (b) one or two proxies if the member is entitled to more than one vote.

Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes, in which case any fraction of votes will be disregarded.

A proxy need not be a member of the Company. If you require an additional proxy form, the Company will supply it on request. The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company on or prior to 5.00pm (WST) on Tuesday 27 November 2007. Any proxy form received after that time will not be valid for the scheduled meeting.

Proxies given by corporate shareholders must be executed in accordance with their constitutions, or signed by a duly authorised attorney. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Company's constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote as he or she thinks fit. If a shareholder appoints the chairperson of the meeting as the shareholder's proxy and does not specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for that shareholder, in favour of the item on a poll.

Corporate Representatives

A body corporate may elect to appoint a representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act. Where a body corporate appoints a representative the Company requires written proof of the representative's appointment to be lodged with or presented to the Company before the Meeting.

By order of the Board

Company Secretary 22 October 2007

EXPLANATORY STATEMENT

GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connection with the Annual General Meeting of the Company to be held at 10.00am on Thursday 29 November 2007 at the Sheraton Perth Hotel, Goldsworthy Room, 207 Adelaide Terrace, Perth, Western Australia

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 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 or your stockbroker or other professional adviser.

THE RESOLUTIONS

RESOLUTION 1 - Adoption of Remuneration Report

Recent changes to the Corporations Act have expanded disclosure requirements for listed companies applying to director and executive information. Under those changes, the Directors' Report must now include a section called the "Remuneration Report". The Company's Remuneration Report for the year ended 30 June 2007 is set out on pages 25 to 28 of the Annual Report sent to shareholders. Additionally, the Corporations Act now requires listed companies to put the Remuneration Report for each financial year to a resolution of members at the Company's Annual General Meeting. Under the Corporations Act, the resolution is advisory only and does not bind the Company or the Directors. Accordingly, the resolution will not affect the employment arrangements in place for employees of the Company or its subsidiary.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board unanimously recommends that you vote in favour of adopting the Remuneration Report.

RESOLUTION 2 – Re-election of Mr Salvatore (Sam) Mangione (Non-Executive Director)

Election of Directors

Article 6.3(c) of the Constitution requires that one third of the Directors must retire at each annual general meeting (rounded down to the nearest whole number).

Article 6.3(f) provides that a Director who retires under Article 6.3(c) is eligible for re-election.

Mr Sam Mangione was appointed to the Board on 17 November 2006 as non-executive Director. Mr Mangione, being eligible, seeks re-election pursuant to Resolution 2.

Details of Mr Mangione's biographical information, relationships with the Company or any directors of the Company, directorships held with public companies, and other positions held which may involve significant time commitments are set out on page 7 of the Annual Report sent to shareholders.

Other than Mr Mangione (who abstained from voting given his interest in the resolution), the Board unanimously recommends the re-election of Mr Sam Mangione.

RESOLUTION 3 - Election of Mr Neil John Kidd (Non-Executive Chairman)

Article 6.2(b) of the Constitution gives the Directors authority to appoint other Directors.

Mr Neil Kidd was appointed as a Director on 1 July 2007 as non-executive chairman of Directors.

Article 6.3(j) of the Constitution states that any Director appointed in accordance with article 6.2(b) must retire at the next annual general meeting and is eligible for re-election.

Accordingly, Mr Kidd resigns as a Director at this annual general meeting and being eligible seeks approval to be re-elected as a Director.

Details of Mr Kidd's biographical information, relationships with the Company or any directors of the Company, directorships held with public companies, and other positions held which may involve significant time commitments are set out on page 6 of the Annual Report sent to shareholders.

Other than Mr Kidd (who abstained from voting given his interest in the resolution), the Board unanimously recommends the re-election of Mr Neil Kidd.

RESOLUTION 4 – Election of Mr David Macoboy (Non-Executive Director)

Article 6.2(b) of the Constitution gives the Directors authority to appoint other Directors.

Mr David Macoboy was appointed as a Director on 1 July 2007 as a non-executive Director.

Article 6.3(j) of the Constitution states that any Director appointed in accordance with article 6.2(b) must retire at the next annual general meeting and is eligible for re-election.

Accordingly, Mr Macoboy resigns as a Director at this annual general meeting and being eligible seeks approval to be re-elected as a Director.

Details of Mr Macoboy's biographical information, relationships with the Company or any directors of the Company, directorships held with public companies, and other positions held which may involve significant time commitments are set out on page 7 of the Annual Report sent to shareholders.

Other than Mr Macoboy (who abstained from voting given his interest in the resolution), the Board unanimously recommends the re-election of Mr David Macoboy.

RESOLUTION 5 – Appointment of Auditor

Section 327A of the Corporations Act requires that a public company must appoint an auditor within 1 month after it is registered and that auditor holds office until the Company's first annual general meeting.

BDO Kendalls Audit & Assurance (WA) Pty Ltd having consented to act seeks to be appointed as the Company's auditor by this Resolution 5.

In accordance with section 328B(1) of the Corporations Act, a Shareholder has nominated BDO Kendalls Audit & Assurance (WA) Pty Ltd to be the company's auditor, which is attached to this Notice in Schedule 1.

RESOLUTION 6 – Approve the Execution of Directors Deeds of Indemnity, Access and Insurance

Background

The purpose of the resolution is to enable the Company to provide each Director with a reasonable level of protection in relation to claims made against a Director acting as a director of the Company, effective from the date of the Directors' appointment.

Given their duties and responsibilities as directors of a public company and their potential liabilities, the Directors consider it appropriate that they be suitably protected from certain claims made against them. The proposed protection will not extend to the extent it is prohibited by the Corporations Act.

As a person may be called to account for his or her actions several years after ceasing to be a director of a company, it is considered reasonable that suitable protection should extend for a period of time after a Director has ceased to be a director of the Company.

It is generally recognised that a director or former director of a company may face considerable difficulty in properly answering or defending any claim made against him or her, particularly, as is often the case, where the claim is brought after the director ceases to hold office. Difficulties may arise by reason of the following:

(a) No indemnity after directorship ends

While a company's constitution provides directors with an indemnity in respect of claims made while they remain directors arguably, that indemnity ceases when the directorship ends. Without the benefit of an indemnity, the cost of defending such a claim in respect of the actions of a director or former director, even if the claim is ultimately proven to be without merit, can be considerable and beyond the financial resources of the individual director.

(b) Maintenance of insurance policies

Directors' and Officers' insurance policies generally only provide cover for claims made during the currency of the insurance policy, i.e. while insurance premiums continue to be paid on the policy. Generally, unless insurance premiums continue to be paid after the time a person ceases to be a director, claims made after cessation of the directorship will not be covered by the insurance policy. The cost to a former director of personally maintaining insurance cover after ceasing to be a director can be prohibitive, particularly given the number of years for which insurance must be maintained and given the former director will no longer be receiving any income from the Company.

(c) Access to board papers

Directors have a statutory right to inspect the books of the Company:

  • (i) whilst they hold office; and
  • (ii) for a period of 7 years after the director ceases to hold office,

at all reasonable times for the purpose of a legal proceeding to which the director is a party, that the director proposes in good faith to bring or that the director has reason to believe will be brought against him or her.

(d) Despite this statutory right, Directors may require access to company documents which are relevant to the director's holding of office as a director of the Company and not strictly required for the purpose of anticipated, threatened or commenced legal proceedings. Furthermore, although a proceeding may be instituted within six years after a cause of action arises, that six year period is calculated from the date the damage is found to

have occurred – this may be long after the conduct in question, from which the later damage arose, actually occurred.

(e) Given these difficulties a person may be unwilling to become or to remain as a director of a public company without suitable protection being provided by the Company. The benefit to the Company in providing such protection is that it will continue to be able to attract persons of suitable expertise and experience to act as Directors.

Summary of the Directors' Indemnity, Insurance and Access Deed

The Company will, subject to Shareholder approval, enter into a Deed, which will require:

  • (a) the Company to indemnify each Director during the period of his or her directorship and after the cessation of his directorship, in respect of certain claims made against that director in his or her capacity as a director of the Company to the extent allowable under the Corporations Act;
  • (b) the Company to use its reasonable endeavours (subject to cost and availability) to maintain an insurance policy and pay the premiums of insurance as assessed at market rates applicable from time to time, to the extent available under the Corporations Act, for each Director in respect of certain claims made against him or her in his or her capacity as a director of the Company and to continue to pay those premiums for a period of up to 7 years following the termination of his directorship;
  • (c) that if the Company cannot procure an insurance policy for a Director at a reasonable cost it shall advise such Director who may refer the matter to an expert (whose decision shall be final and binding on the parties) for determination that the Company has not used its reasonable endeavours and the expert may direct the Company to obtain an insurance policy on the best available terms; and
  • (d) the Company to provide each Director with access, upon ceasing for any reason to be a director of the Company and for a period of up to 7 years following that cessation, to any the Company records which are either prepared or provided to the Director during the period during which the person was a director of the Company.

The Deed will also require each Director to maintain confidentiality and to protect the Company's intellectual property.

Summary of indemnity and insurance provisions in the Corporations Act

In considering the resolution, members should be aware of the following limitations in the Corporations Act concerning the provision of indemnities and insurance to the Company's officers. The deed for which member approval is sought under the resolution, complies with these limitations.

(a) Section 199A of the Corporations Act

The Corporations Act now sets out specific prohibitions to the Company's ability to grant indemnities for liabilities and legal costs.

The Company is prohibited from indemnifying its officers against a liability if it is a liability:

  • (i) to the Company or any of its related bodies corporate;
  • (ii) to a third party that arose out of conduct involving a lack of good faith; or
  • (iii) for a pecuniary penalty order or a compensation order under the Corporations Act (such orders being made for breaches such as breaches of director's duties, the related party rules and insolvent trading rules).

the Company is also prohibited from indemnifying its officers against legal costs incurred:

  • (iv) in defending actions where an officer is found liable for a matter for which he or she cannot be indemnified by the Company as set out immediately above;
  • (v) in defending criminal proceedings where the officer is found guilty;
  • (vi) in defending proceedings brought by the ASIC or a liquidator for a court order if the grounds for making the order are found by the court to be established; or
  • (vii) in connection with proceedings for relief to the director under the Corporations Act where the court denies the relief.
  • (b) Section 199B of the Corporations Act

If the Company, or a related body corporate of the Company, pays the premium on an insurance policy in favour of a Director, then section 199B of the Corporations Act requires the Company to ensure that the relevant contract of insurance does not cover liabilities incurred by the officer arising out of conduct involving either:

  • (i) a wilful breach of duty in relation to the Company; or
  • (ii) contravention of the provisions relating to an officer making improper use of information or improper use of his or her position for his or her advantage or gain, or to the detriment of the Company.

Member approval

To enable the Company to enter into deeds with each Director, the resolution seeks member approval in accordance with the following provisions of the Corporations Act:

(a) Section 200B of the Corporations Act

Section 200B of the Corporations Act relevantly provides that the Company cannot give a benefit to a Director in connection with the retirement of that Director from his or her office, without member approval of the Company.

The Directors consider that as the:

(i) proposed payment of insurance premiums;

  • (ii) benefit of the indemnity in relation to liabilities incurred during the period a Director holds office; and
  • (iii) Director's access to Company records,

continues for a period of up to 7 years after the Director ceases to hold office, this may be viewed as the provision of a benefit given "in connection with" the Director's retirement from the Board for the purposes of section 200B of the Corporations Act.

The insurance premiums under each deed will be calculated at the market rates applicable from time to time.

A copy of all company documents will be kept at the Company's registered office and made available for inspection and copying by each Director for a period of 7 years after he or she ceases to hold office, for any reason.

(b) Section 208 of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company, or an entity that the public company controls, from giving a financial benefit to a related party of the public company unless either:

  • (i) the giving of the financial benefit falls within one of the nominated exceptions to the provision (e.g. section 212); or
  • (ii) prior shareholder approval of the public company is obtained to the giving of the financial benefit.

For the purposes of Chapter 2E, each of the Directors is considered to be a related party of the Company.

The provision of insurance and indemnity to existing Directors may involve the provision of a financial benefit to related parties of the Company within the prohibition provided by Chapter 2E of the Corporations Act. The Directors consider that, although the payment of insurance premiums and the provision of indemnities by the Company are "reasonable in the circumstances" of the Company and therefore are exceptions from the prohibition in Chapter 2E of the Corporations Act, consideration of the reasonable nature of the provision of any indemnity or insurance is an appropriate matter for the Shareholders of the Company.

In accordance with section 219 of the Corporations Act, the following information is provided to Shareholders to allow them to assess the proposed resolution:

  • (iii) the Company proposes to take out an insurance policy which will provide insurance cover for Directors against all permitted liabilities incurred by Directors acting as a director of the Company.

  • (iv) the insurance premiums payable each will be calculated at market rates applicable from time to time, if insurance is available, with an indicative range of $5,000 - $10,000 per Director per annum.

  • (v) the following Directors are each related parties of the Company to whom the proposed resolutions would permit the giving of benefits:

  • (A) Vincenzo Gullotti;

  • (B) Salvatore (Sam) Mangione;

  • (C) Neil Kidd; and

  • (D) David Macoboy.

  • (vi) the nature of the benefit to be given to each of the Directors is the benefit under the Deed, the terms of which are summarised under the heading "Summary of Directors' Indemnity Insurance & Access Deed" in this Section.

  • (vii) none of the Directors are entitled to or wish to make a recommendation to shareholders about the proposed resolution as each holds an interest in the benefit proposed to be given by the Company to each of them, as each is a proposed party to the deed.

  • (viii) neither the Directors nor the Company are aware of any other information that would be reasonably required by shareholders to make a decision in relation to the benefits contemplated by the proposed resolution.

  • (ix) the reasons and basis for the benefit are set out under the heading "Background" in this Section.

ParticipatingDirector Cash remuneration orfees
VincenzoGullotti* $403,300
Salvatore (Sam)Mangione $35,000
Neil Kidd $59,950
David Macoboy $35,000

(x) the Directors have determined that the following director's fees will be paid:

*****Note: Plus fully paid motor vehicle, mobile phone and income protection insurance.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Gabriel Chiappini on (08) 9486- 1644 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

Board means the board of directors of the Company

Company means Global Construction Services Limited (ABN 81 104 662 259)

Constitution means the Company's Constitution

Corporations Act means the Corporations Act 2001 (Cth)

Director means a director of the Company

Explanatory Statement means the explanatory statement to the Notice Notice means the notice of meeting accompanying this Explanatory Statement

Share means an ordinary share in the capital of the Company.

24 October 2007

The Directors Global Construction Services Limited 2 Redcliffe Road REDCLIFFE WA 6104

Dear Sirs

Nomination of Auditor

For the purposes of section 328B(1) of the Corporations Act 2001, I Enzo Gullotti being a member of Global Construction Services Limited, hereby nominate BDO Kendalls Audit & Assurance (WA) Pty Ltd of 128 Hay Street, Subiaco, Western Australia, for appointment as auditor of Global Construction Services Limited at the Company's next Annual General Meeting.

Yours faithfully

Enzo Gullotti

1 Your Address

This is your address as it appears on the company's Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

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

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's Share registry or you may copy this form.

To appoint a second proxy you must:

  • (a) indicate that you wish to appoint a second proxy by marking the box.
  • (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
  • (c) return both forms together in the same envelope.

5 Signing Instructions

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

Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have notpreviously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this formwhen you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by thatperson. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, aSole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Directoror a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 10:00AM (WST) on Thursday, 29 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

IN PERSON Registered Office - 2 Redcliffe Road Redcliffe WA 6104Share Registry - Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth WA 6000 Australia
BY MAIL Registered Office - 2 Redcliffe Road Redcliffe WA 6104
BY FAX Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia61 8 9323 2033

GCS_PROXY_115303/000002/000002/i

1 Your Address

This is your address as it appears on the company's Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

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

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's Share registry or you may copy this form.

To appoint a second proxy you must:

  • (a) indicate that you wish to appoint a second proxy by marking the box.
  • (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
  • (c) return both forms together in the same envelope.

5 Signing Instructions

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

Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have notpreviously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this formwhen you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by thatperson. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, aSole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Directoror a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 10:00AM (WST) on Thursday, 29 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

IN PERSON Registered Office - 2 Redcliffe Road Redcliffe WA 6104Share Registry - Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth WA 6000 Australia
BY MAIL Registered Office - 2 Redcliffe Road Redcliffe WA 6104
BY FAX Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia61 8 9323 2033