STREAMPLAY STUDIO LIMITED — AGM Information 2003

Feb 11, 2003

GIPPSLAND LIMITED

ACN 004 766 376

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the shareholders of Gippsland Limited ("Company") will be held at the Ground Floor, 18 Stirling Highway, Nedlands, Western Australia 6009, on Friday 14 March 2003 at 3.30pm for the purpose of transacting the following business.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice of General Meeting.

AGENDA

BUSINESS

Resolution 1 - Approval to the Issue of Shares

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

"That, pursuant to Listing Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company approve and authorise the Directors of the Company to allot and issue up to 25,000,000 fully paid ordinary shares in the capital of the Company at an issue price which is at least 80% of the average market price for the Company's shares on ASX over the 5 trading days preceding the date on which the issue is made and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 1 by any person who may participate in the proposed issue and by any person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any person associated with those persons. 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 - Grant of Options to a Director - Mr R John Telford

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

"That for the purposes of sections 195(4) and 208 of the Corporations Act 2001 (Cth) and Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company approve and authorise the grant and issue of 4.750.000 options on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of General Meeting to Mr R John Telford or his nominee."

The Company will in accordance with section 224 of the Corporations Act 2001 (Cth) and the Listing Rules of the Australian Stock Exchange Limited, disregard any votes cast on Resolution 2 by Mr Telford and any person associated with Mr Telford. 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 - Grant of Options to a Director - Dr John M Chisholm

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

"That for the purposes of sections 195(4) and 208 of the Corporations Act 2001 (Cth) and Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company approve and authorise the grant and issue of 2.250,000 options on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of General Meeting to Dr John M Chisholm or his nominee."

The Company will in accordance with section 224 of the Corporations Act 2001 (Cth) and the Listing Rules of the Australian Stock Exchange Limited, disregard any votes cast on Resolution 3 by Dr Chisholm and any person associated with Dr Chisholm. 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 - Grant of Options to a Director - Mr John D Kenny

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

"That for the purposes of sections 195(4) and 208 of the Corporations Act 2001 (Cth) and Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company approve and authorise the grant and issue of 2.250.000 options on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of General Meeting to Mr John D Kenny or his nominee."

The Company will in accordance with section 224 of the Corporations Act 2001 (Cth) and the Listing Rules of the Australian Stock Exchange Limited, disregard any votes cast on Resolution 4 by Mr Kenny and any person associated with Mr Kenny. 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 - Grant of Options to a Company Secretary - Mr Gary C Steinepreis

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

"That pursuant to Listing Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company approve and authorise the grant and issue of 1,250,000 options on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of General Meeting to Mr Gary C Steinepreis or his nominee."

The Company will disregard any votes cast on Resolution 5 by Mr Steinepreis and any person associated with Mr Steinepreis and any other person who might obtain a benefit, except a benefit solely in the capacity of a shareholder, if Resolution 5 is passed. 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 6 - Grant of Options to Ms Helena Nemchin

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

"That pursuant to Listing Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company approve and authorise the grant and issue of 500,000 options on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of General Meeting to Ms Helena Nemchin or her nominee."

The Company will disregard any votes cast on Resolution 6 by Ms Nemchin and any person associated with Ms Nemchin and any other person who might obtain a benefit, except a benefit solely in the capacity of a shareholder, if Resolution 6 is passed. 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.

By order of the Board

ruped

Mr R John Telford Chairman

Dated: 22 January 2003

PROXIES

A shareholder entitled to attend and vote at the above General Meeting of shareholders may appoint not more than 2 proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. A proxy may, but need not be, a shareholder of the Company. Proxy forms must reach the Registered Office of the Company at least 48 hours prior to the General Meeting.

GIPPSLAND LIMITED ACN 004 766 376 ΕΧΡΙ ΔΝΑΤΩΡΥ ΜΕΜΩΡΑΝΩΗΜ

This Explanatory Memorandum is intended to provide shareholders in Giposland Limited ("Company") with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of General Meeting of the Company.

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

The following information should be noted in respect of the various matters contained in the accompanying Notice of General Meeting:

Resolution 1 - Approval to the Issue of Shares

Listing Rule 7.1

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period where the total number of securities to be issued exceeds 15% of the number of fully paid ordinary securities on issue 12 months before the date of issue, except with the prior approval of members of the company in general meeting of the terms and conditions of the proposed issue or where the issue is pro rata to all shareholders in accordance with their existing shareholdings.

For the purposes of Listing Rule 7.3, the following information is provided in relation to Resolution 1 to allow shareholders to assess the proposed issue of up to 25,000,000 fully paid ordinary shares in the capital of the Company as contemplated by Resolution 1:

• $1.1$ the maximum number of fully paid ordinary shares in the capital of the Company to be allotted and issued is 25,000,000 fully paid ordinary shares;
• $1.2$ the shares the subject of Resolution 1 will be issued and allotted no later than (3) months after the date of this General Meeting or such later date as approved by ASX:
  • $(a)$ the issue price of the fully paid ordinary shares in the capital of the Company proposed to be allotted and issued will be a price equal to at least 80% of the average market price of the Company's shares on ASX over 5 trading days preceding the day on which the Prospectus for the placement is issued:
  • the allottees in respect of Resolution 1 are not, as yet, identifiable, but will be subscribers to be identified by the Company and any $(b)$ brokers appointed by the Company to manage the issue:
  • $(c)$ in relation to Resolution 1, by way of an example, in the event that the Company's share price was 20 cents, then 80% of this price is 16 cents. 25,000,000 shares at 16 cents per share totals to $3,200,000;
  • the fully paid ordinary shares to be issued will rank pari passu on allotment and issue with the existing ordinary shares of the Company; $(d)$ and
  • $(e)$ the Company intends to use the funds raised by the issue of the 25,000,000 fully paid ordinary shares the subject of Resolution 1 to replenish the Company's cash position and to provide additional capital for the exploitation and development of the Company's Abu Dabbab tantalum, niobium, tin, feldspar and quartz deposit located in the Abu Dabbab area of the central eastern desert of the Arab Republic of Egypt. Funds over and above this specific purpose will be used for general working capital purposes, review and analysis of new projects and for the funding the Company's existing activities.

Resolutions 2 to 4 - Issue of Options to Directors

Introduction

The Company proposes to issue a total of 9.250.000 options to Messrs John R Telford (Chairman and Chief Executive officer), John M Chisholm (Director) and John D Kenny (Director). The issue of these 9,250,000 options is designed to encourage the recipients to have a greater involvement in the achievement of the Company's objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through share ownership.

Under the Company's current circumstances the Directors consider that the incentives to the 3 parties noted above, represented by the issue of these options, are a cost effective and efficient reward and incentive for the Company, as opposed to alternative forms of incentive, such as the payment of cash compensation to directors. In fight of the current climate for raising funds faced by a company such as Gippsland, the Directors are of the view that it is far better for the Directors of the Company to be compensated by way of securities in the Company rather than by way of cash. The Directors of the Company, generally speaking, would rather spend the cash that the Company has on its currents assets and projects.

The exercise price of the options currently represents a premium of approximately 63% to the price of shares in the Company trading on the Australian Stock Exchange Limited ("ASX").

Related Party Transactions

Chapter 2E of the Corporations Law prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• $(a)$ the giving of the financial benefit falls within one of the nominated exceptions to the provision; or
• $(b)$ prior shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

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

Resolutions 2 to 4 provide for the grant of options to certain Directors of the Company which is a financial benefit which requires shareholder approval for the purpose of Chapter 2E of the Corporations Act (Cth).

In accordance with section 219 of the Corporations Act, the following information is provided to shareholders:

$\mathbf{1}$ The related parties to whom the proposed resolutions would permit the financial benefit to be given

Subject to shareholder approval the following options will be granted to the following Directors or their respective nominees:

Name of Director	Number of Options
R John Telford (Chairman and CEO)	4.750.000
John M Chisholm	2.250.000
John D Kenny	2,250,000

$\overline{2}$ The nature of the financial benefit

The proposed financial benefit to be given is the grant of options for no consideration to the named Directors as noted above. The terms and conditions of these options are set out in Annexure A to the Notice of General Meeting and this Explanatory Memorandum. The terms and conditions of the options in question are exactly the same as those options which are currently quoted on the ASX. These options therefore will form part of that class of quoted options, in summary, these ASX quoted options have the following terms and conditions:

Quoted:	These options are quoted on ASX;
Term:	Ending on 31 December 2007; and
Exercise Price:	9 cents.

$\overline{3}$ . Directors' recommendation

Each of the Directors decline to make a recommendation about Resolutions 2 to 4 as each has a material personal interest in the outcome of the particular resolution that relates to the proposed issue of options to them individually and consider it inappropriate to make a recommendation in relation to the other resolutions in the circumstances. The 3 Individuals concerned comprise all of the Directors of the Company.

4. Other information that is reasonably required by members to make a decision whether it is in the best interests of the Company to pass Resolutions 2 to 4 and that is known to the Company or any of its Directors

• The proposed resolutions would have the effect of giving power to the Directors to grant up to 9,250,000 options on the terms and $(a)$ conditions as set out in Annexure A to this Notice of General Meeting and Explanatory Memorandum and as otherwise mentioned above;
• $(b)$ The Company presently has 94,028,359 ASX listed shares on issue;
• $(c)$ The Company presently the following options on issue:

Number of Options	Expiry date	Exercise Price
11.000.000	11 July 2004	14 cents
250,000	15 February 2004	-20 cents
250.000	15 February 2004	30 cents
15.671.393	31 December 2007	9 cents

At present only the 15,671,393 options are quoted on ASX. The remainder are unlisted options.

$(d)$ The number of options of any kind whatsoever currently held by any of the 3 current Directors are as follows:

Name of Director	Number and Type of Options Currently Held
R John Telford(Chairman and CEO)	1,992,680 quoted options which have an exercise price of 9 cents and a term expiring on 31December 2007; and4,750,000 unquoted options which have an exercise price of 14 cents and a term expiring on 11 July2004
John M Chisholm.	10,000 quoted options which have an exercise price of 9 cents and a term expiring on 31 December$2007:$ and2,250,000 unquoted options which have an exercise price of 14 cents and a term expiring on 11 July2004
John D Kenny	2,250,000 unquoted options which have an exercise price of 14 cents and a term expiring on 11 July2004

$(e)$ The number of shares currently held by the 3 current Directors is as follows:

Name of Director	Number of Shares Currently Held
R John Telford (Chairman and CEO)	12.351.075
John M Chisholm	50,000
John D Kenny	.NIL

$(f)$ No securities of the Company are held in escrow;

$(g)$ 9,250,000 additional options will be granted as a consequence of the passage of Resolutions 2 to 4. Resolutions 2 to 4 relate to the grant of new options to the 3 Directors of the Company;

• $(h)$ If any of the 9,250,000 options are granted as proposed above and are exercised, the effect would be to dilute the shareholding of existing shareholders by 9% (assuming that none of the other 27,171,393 options on issue are exercised). The market price of the Company's shares during the period of the options will normally determine whether or not option holders exercise the options. At the time any options are exercised and shares are issued pursuant to the exercise of the options, the Company's ordinary shares may be trading on the ASX at a price which is higher than the exercise price of the options;
• $(i)$ Passage of Resolutions 2 to 4 would have the effect of granting 9,250,000 options to Messrs John R Telford (Chairman and Chief Executive officer), John M Chisholm (Director) and John D Kenny (Director). These options would have the same terms and conditions as the Company's current ASX quoted options. Accordingly these 9,250,000 options will be quoted on the ASX and as such will have an actual market value. The following table gives details of the highest, lowest and latest price of the Company's ASX quoted options trading on the ASX over the past 12 months (from the date of this Notice of General Meeting and Explanatory Memorandum):

Security	HighestPrice	Date of highestprice	LowestPark AllPrice	Date oflowest price	Latest Priceon 21/01/2003
Options Expiring on 31December 2007 with anExercise Price of 9 cents	L7 cents	21 January 2003	1.3 cents	13, 14 and 15January 2003	1.6 cents

The Directors, in conjunction with the Company's advisers, have also attempted to assess the theoretical value of the options by reference to the Black and Scholes valuation method and on the basis of the following assumptions:

• $(i)$ the exercise price of the options is 9 cents each;
• (前) the options each a term expiring on 31 December 2007;
• 硝 the current share price is 5.5 cents:
• $(iv)$ the advisers have also assumed a risk free rate (5 year bond rate) of 4.91%;
• the advisers have also assumed a volatility factor of 100%. $(v)$

Based on these assumptions and advice from the Company's advisers, it is considered that the estimated theoretical value of the options is 3.9 cents each:

The following table gives details of the highest, lowest and latest price of the Company's shares trading on the ASX over the past 12 $(i)$ months (from the date of this Notice of General Meeting and Explanatory Memorandum):

The company of the company ofSecurity	Highest.Price	Channel StateDate ofhighest price	LowestAlberta Co.Price	Date oflowest price	Latest Price.on 21/01/2003
Ordinarv Shares	24 cents	23/01/2002	4 cents	22, 25, 26, 27, 28 and 29November 2002 and the 2 and3 December 2002	5.5 cents

• $(k)$ The Directors do not consider that from an economic and commercial point of view, there are any costs or detriment including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the options pursuant to Resolutions 2 to 4:
• Neither the Directors nor the Company are aware of any other information that would be reasonably required by shareholders to make $(1)$ a decision in relation to the financial benefits contemplated by Resolutions 2 to 4.

Listing Rule 10.11

Listing Rule 10.11 requires shareholder approval to the issue of securities to a related party of the Company. As the Directors are related parties of the Company as noted above, shareholder approval under Listing Rule 10.11 is sought.

The following information is provided to shareholders for the purpose of Listing Rule 10.13:

• the options will be issued to Messrs John R Telford (Chairman and Chief Executive officer), John M Chisholm (Director) and John D $(a)$ Kenny (Director) as noted above;
• $(b)$ the maximum number of options to be granted under Resolutions 2 to 4 is 9,250,000;
• $(c)$ the options will be issued no later than (1) month after the date of this General Meeting or such later date as approved by ASX;
• $(d)$ the options will be granted as incentive options and hence will attract no consideration;
• the options will be issued on the terms and conditions as set out in Annexure A to this Explanatory Memorandum; and $(e)$
• 俏 no funds will be raised from the issue of the options.

Listing Rule 7.1

As approval of shareholders is being sought pursuant to Listing Rule 10.11, under Listing Rule 7.2 Exception 14, approval under Listing Rule 7.1 is not required.

Section 195 of the Corporations Act

Section 195 of the Corporations Act provides, in essence, that a Director of a public company may not vote or be present during meetings of Directors when matters in which that Director holds a "material personal interest" are being considered.

As each of the Directors will be receiving options under Resolutions 2 to 4 as described above, each is considered to hold a material personal interest in the consideration of the matter and, therefore, cannot consider the matter at a Board of Directors Meeting of the Company. Accordingly, there is no quorum for a Director's meeting and this matter cannot be considered by the Company's Board of Directors. However, under section 195(4) of the Corporations Act, the Directors are permitted in such a circumstance to put the matter before the shareholders to consider and resolve the matter.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act and resolved to place the proposed grant of options to themselves to shareholders to consider and resolve.

Resolutions 5 and 6 - Issue of Options

The Company proposes to issue a total of 1,750,000 options to Messrs Gary C Steinepreis and Helena Nemchin. Mr Steinepreis is the Company Secretary and Ms Nemchin is the executive assistant to the Board of Directors. The issue of options with an exercise price higher than the current market price is designed to encourage the recipients to have a greater involvement in the achievement of the Company's objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through share ownership.

Approval under Listing Rule 7.1

Listing Rule 7.1 of the Listing Rules of ASX requires shareholder approval to the proposed issue of the options. Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholders' approval is required for any issue of securities by a listed company where the shares proposed to be issued represent more than 15% of the company's shares then on issue. Listing Rule 7.1.4 provides that for the purposes of Listing Rule 7.1 options are treated as if they were the shares into which they will, upon exercise, convert. Although the options to be issued do not represent more than 15% of the company's shares then on issue Listing Rule 7.1 approval is sought so that 15% threshold is maintained and available for use by the Company in the future should the circumstances require it.

Additional Information

For the purposes of Listing Rules 7.3, the following information is provided:

• $(a)$ the maximum number of options to be issued is 1,750,000;
• $(b)$ the options will be granted no later than (1) month after the date of this General Meeting or such later date as approved by ASX:
• $(c)$ the options will be granted for no consideration;
• $(d)$ the allottees will be Mr Gary C Steinepreis or his nominee as to 1,250,000 options and Ms Helena Nemchin or her nominee as to 500.000 options:
• $(e)$ no funds will be raised by grant of these 1,750,000 options; and
• $(f)$ the terms of the options are set out in Annexure A to this Notice of General Meeting and Explanatory Memorandum.

ANNEXURE A

Terms and Conditions of Options

The following are the rights attaching to the options that are the subject of the Resolutions being put before shareholders. These options will have the same terms and conditions as the Company's current ASX quoted options:

• The options will be issued for no consideration;
• A holding statement will be issued for the options;
• The options will expire at 5,00pm WST on 31 December 2007 ("Expiry Date"):
• The option is a right in favour of the option holder to subscribe for one share;
• The option holder may exercise options any time prior to the Expiry Date;
• Shares allotted to option holders on exercise of options will be issued at nine (9) cents each ("Exercise Price");
• The Exercise Price of shares the subject of the options will be payable in full on exercise of the options:
• Options will be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the option holder to:
  • exercise all or a specified number of options; and $(a)$
  • $(b)$ pay the subscription monies in full for the exercise of each option ("Notice").
• The Notice must be accompanied by a holding statement and a cheque made payable to the Company for the subscription monies for the shares. An exercise of only some options will not affect the rights of the option holder to the balance of the options held by the option holder. The Notice must be received by the Company prior to the Expiry Date.
• The Company will allot the resultant shares and deliver the holding statement within five (5) business days of the exercise of the options;
• The Company will apply for Official Quotation on ASX of the options, subject to the requirements for quotation being satisfied;
• The options will be freely transferable;
• Shares allotted pursuant to an exercise of the options shall rank, from the date of allotment, equally with existing ordinary fully paid shares of the Company in all respects;
• The Company will in accordance with the Listing Rules make application to have shares allotted pursuant to an exercise of options listed for Official Quotation:
• In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the authorised or issued capital of the Company, the number of the options or the exercise price of the options or both will be reconstructed (as appropriate) in accordance with the Listing Rules of ASX; and
• The options will not give any right to participate in dividends, bonus issues or new issues until shares are allotted pursuant to the exercise of the relevant options. There is no right to change the exercise price of options if the Company completes a bonus or new issue.

GIPPSLAND LIMITED ACN 004 766 376

PROXY FORM

The Company Secretary
Gippsland Limited

Office Address: Suite 34	Level 2, 18 Stirling HighwayNedlands WA 6009Australia		Postal Address: PO Box 352	Nedlands WA 6909Australia
Facsimile:	$(08)$ 9389 8612
I/We (name of shareholder)
of (address)
		being a member/members of Gippsland Limited HEREBY APPOINT
(name)
of (address)				**************************************
and/or failing him (name)				***************************************
of (address)				,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

or failing that person then the Chairman of the General Meeting as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held on Friday 14 March 2003 at 3.30pm at the Ground Floor, 18 Stirling Highway, Nedlands, Western Australia 6009 and at any adjournment of the meeting.

Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

Resolution 1	Approval of the Issue of Shares
Resolution 2	Grant of Options to Mr R John Telford
Resolution 3	Grant of Options to Dr John M Chisholm
Resolution 4	Grant of Options to Mr John D Kenny
Resolution 5	Grant of Options to Mr G C Steinepreis
Resolution 6	Grant of Options to Ms Helena Nemchin

abstain

If you do not wish to direct your proxy as to how to vote, please mark this box which is immediately to the right: By marking in this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

My total voting right is	shares. This Proxy is appointed to represent	_% of my voting right,
or if 2 proxies are appointed Proxy 1 represents	$%$ and Proxy 2 represents	$%$ of my total votes $% \mathcal{M}$
My total voting right is	shares

Dated:--------------------------------------	2003.
--------------------------------------------------	-------

If the shareholder is an individual:

Signature: Signature: Name:

If the shareholder is a company: Affix common seal (if required by Constitution)

Director/Sole Director and Secretary

Director/Secretary

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• $\ddagger$ A shareholder entitled to attend and vote is entitled to appoint no more than 2 proxies to attend and vote at this General Meeting as the shareholder's proxy. A proxy need not be a shareholder of the Company.
• $\overline{2}$ Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded.
• The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a $\overline{3}$ . corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the Company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.
• If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the $\overline{4}$ . relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
• To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the 5. holding of this General Meeting that is by 3.30pm WST on 12 March 2003 by post or facsimile to the respective addresses stipulated in this proxy form.
• 1. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
  • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and $(a)$
  • if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a $(b)$ show of hands: and
  • if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and $|C|$
  • if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way. $(d)$ If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.
• $\overline{7}$ . If the Chairman of the General Meeting is acting as your proxy, he intends to vote any undirected proxies held on a particular item of business in favour of the relevant resolution on that item of business.