STREAMPLAY STUDIO LIMITED — AGM Information 2004

Sep 26, 2004

Suite 34, 18 Stirling Highway, Nedlands WA 6009 PO Box 352, Nedlands WA 6909, Australia ABN 31 004 766 376 Tel: (08) 9389 8611 Fax: (08) 9389 8612 E-mail: jtelford@gippslandltd.com.au www.qippslanditd.com.au

27 September 2004

NO. OF PAGES LODGED:

1 - Covering Page 12 - Notice of Annual General Meeting

Company Announcements Office Australian Stock Exchange Limited 4th Floor 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

DESPATCH OF 2004 ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING

Please be advised the Company has despatched its 2004 Annual Report to shareholders. The attached Notice of Annual General Meeting and Proxy Form also accompanied the 2004 Annual Report.

The 2004 Annual General Meeting has been convened for Monday 25 October 2004 at 18 Stirling Highway, Nedlands, Western Australia commencing at 10am.

Two original copies of the 2004 Annual Report have been despatched to the Home Exchange -Perth.

Yours faithfully GIPPSLAND LIMITED

uped

R J (Jack) Telford Executive Chairman

GIPPSLAND LIMITED ACN 004 766 376

GIPPSLAND LIMITED ABN 31 004 766 376

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

For the Annual General Meeting to be held on Monday 25 October 2004 at 10.00am (Perth Time) at 18 Stirling Highway, Nedlands, Western Australia.

This is an important document. Please read it carefully.

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

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of Gippsland Limited will be held at:

18 Stirling Highway
NEDLANDS
WESTERN AUSTRALIA

Commencing at 10.00am (Perth Time) on Monday 25 October 2004

How to Vote

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

Voting in Person

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

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 either:

• send the proxy by facsimile to the Company on facsimile number (08) 9389 8612 (International: + 61 8 9389 8612); or
• deliver to the registered office of the Company at Level 2, 18 Stirling Highway, Nedlands, Western Australia or PO Box 352, Nedlands, Western Australia, 6909,

so that it is received not later than 10.00am (Perth Time) on 23 October 2004.

Your proxy form is enclosed.

NOTES:

• A shareholder of the Company who is entitled to attend and vote at a general meeting of $1.$ shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
• $\overline{2}$ . Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides 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.
• 1. For the purposes of the Corporations Act, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Annual General Meeting. The snapshot date is 23 October 2004.

GIPPSLAND LIMITED

ABN 31 004 766 376

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Gippsland Limited (Gippsland or the Company) will be held at 18 Stirling Highway, Nedlands, Western Australia at 10.00am (Perth Time) on Monday 25 October 2004.

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as ordinary business and special business. Certain abbreviations and other defined terms are used throughout this Notice. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in the Explanatory Statement.

ORDINARY BUSINESS

Annual Accounts

To receive, consider and adopt the financial report of the Company and the consolidated financial report of the consolidated entity for the year ended 30 June 2004 and the reports by the Directors and Independent Auditor.

Resolution 1: Re-election of a Director (By Rotation)

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

"That Mr RJ Telford, being a director of the Company retires by rotation in accordance with the Constitution and, being eligible, is hereby re-elected as a director of the Company."

The Constitution requires that at the Annual General Meeting, one-third of the Directors for the time being shall retire from office. A retiring Director is eligible for re-election.

Ratify Previous Issue of 6,000,000 Shares at 5 cents per Share (together with Resolution 2: 3,000,000 free attaching Listed Options)

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

"That, pursuant to Rule 7.4 of the Listing Rules of the ASX, the Company approves and ratifies the allotment and issue of 6,000,000 Shares in the Company at an issue price of 5 cents per Share (to raise $300,000 before expenses) together with 3,000,000 free attaching Listed Options on a one for two basis (each with an exercise price of 9 cents and expiring on 31 December 2007) made on 5 December 2003 to various clients of the Australian stockbroking firm Kirke Securities Pty Ltd".

The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue 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 3: Ratify Previous Issue of 2,790,567 Unlisted Options as Part of AIM Listing

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

"That, pursuant to Rule 7.4 of the Listing Rules of the ASX, the Company approves and ratifies the grant and issue in the United Kingdom of 2,790,567 Unlisted Options each with an exercise price of 2.8 UK pence (which equates to 6.8 Australian cents) and expiring on 8 March 2007, made on 8 March 2004 to UK stockbroking firm Hoodless Brennan & Partners PLC as part consideration for their services rendered in assisting in the listing of the Company's securities on the London Stock Exchange's Alternative Investment Market".

The Company will disregard any votes cast on Resolution 3 by Hoodless Brennan & Partners PLC and any person associated with Hoodless Brennan & Partners PLC. 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: Ratify Previous Issue of 100,000 Listed Options as Part of AIM Listing

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

"That, pursuant to Rule 7.4 of the Listing Rules of the ASX, the Company approves and ratifies the grant and issue in the United Kingdom of 100,000 Listed Options (each with an exercise price of 9 cents and expiring on 31 December 2007) made on 8 March 2004 to UK public relations firm Conduit PR as part consideration for their services rendered in assisting in the listing of the Company's securities on the London Stock Exchange's Alternative Investment Market".

The Company will disregard any votes cast on Resolution 4 by Conduit PR and any person associated with Conduit PR. 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.

SPECIAL BUSINESS

Resolution 5: Approval to the Issue of 100,000,000 Shares

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

"That, pursuant to Listing Rule 7.1 of the Listing Rules of the 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 100,000,000 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 Statement accompanying this Notice of Annual General Meeting."

The Company will disregard any votes cast on Resolution 5 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 shareholder, 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.

DATED THIS 21st DAY OF SEPTEMBER 2004 BY ORDER OF THE BOARD

prouving

MS JULIE WOLSELEY COMPANY SECRETARY

GIPPSLAND LIMITED

ABN 31 004 766 376

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

Certain abbreviations and other defined terms are used throughout this Explanatory Statement. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in this Explanatory Statement.

$\mathbf{1}$ . GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of Gippsland Limited (Gippsland or the Company) in connection with the Annual General Meeting of the Company to be held on Monday 25 October 2004.

$21$ RESOLUTION 1

Resolution 1 seeks approval for the re-election of Mr RJ Telford as a Director.

The Constitution requires that at an Annual General Meeting of the Company one third of the Directors for the time being shall retire from office. A retiring Director is eligible for re-election.

Mr RJ Telford retires by rotation, is eligible for re-election and puts himself forward for re-election at this Annual General Meeting.

$3.$ RESOLUTION 2

Listing Rule 7.4

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to restore a company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Resolution 2 has been included so that shareholders may ratify pursuant to Listing Rule 7.4 the previous issue, made on 5 December 2003, of 6,000,000 Shares at an issue price of 5 cents per Share (to raise $300,000 before expenses) along with 3,000,000 free attaching Listed Options each with an exercise price of 9 cents and expiring on 31 December 2007, to various clients of the Australian stockbroking firm Kirke Securities Pty Ltd.

$300,000 before expenses was raised from the issue. The Company used the cash funds raised by the issue to replenish the Company's cash position and to provide additional capital for the exploitation and development of the Company's Abu Dabbab tantalum, tin and feldspar deposit located in the Abu Dabbab area of the Central Eastern Desert of the Arab Republic of Egypt.

The Company currently has 139,528,359 Shares on issue which are listed on ASX and AIM. The Company currently has on issue 43,771,393 Listed Options each with an exercise price of 9 cents and expiring on 31 December 2007 which are listed on ASX and AIM. These aforementioned figures include the Shares and Listed Options the subject of this Resolution 2. The Company also has on issue 2,790,567 Unlisted Options each with an exercise price of 2.8 UK pence and expiring on 8 March 2007.

The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order to allow the Company to have the right to place up to a further 15% of its issued capital at any time during the next 12 months. The information required to be given to shareholders pursuant to Listing Rule 7.5 is contained in both this Explanatory Statement and the notes to Resolution 2 as set out in the Notice of Annual General Meeting. All Shares issued pursuant to Resolution 2 ranked equally with the existing ordinary shares on issue.

4. RESOLUTION 3

Resolution 3 has been included so that shareholders may ratify pursuant to Listing Rule 7.4 the previous issue, made on 8 March 2004 in the United Kingdom, of 2,790,567 Unlisted Options each with an exercise price of 2.8 UK pence (which equated to 6.8 Australian cents per Share) and expiring on 8 March 2007, to UK stockbroking firm Hoodless Brennan & Partners PLC as part consideration for their services rendered in assisting in the listing of the Company's securities on AIM.

No cash funds were raised by the grant of these 2,790,567 Unlisted Options.

The Directors, in conjunction with the Company's advisers, have also attempted to assess the theoretical value of these 2,790,567 Unlisted Options granted to Hoodless Brennan & Partners PLC by reference to the Black and Scholes valuation method and on the basis of the following assumptions:

• the exercise price of the Unlisted Options is 6.8 cents each;
• the Unlisted Options each a term expiring on 8 March 2007:
• the share price at the time of the grant was 8.1 cents;
• the advisers have also assumed a risk free rate (3 year bond rate) of 5%;
• the advisers have also assumed a volatility factor of 100%. $\bullet$

Based on these assumptions and advice from the Company's advisers, it is considered that the estimated theoretical value of the Unlisted Options is 5.5 cents each. Accordingly the theoretical value of the grant of these 2,790,567 Unlisted Options to Hoodless Brennan & Partners PLC was $153,481 $(2,790,567 \times 0.055$ cents each).

The Company currently has 139,528,359 Shares on issue which are listed on ASX and AIM. The Company currently has on issue 43.771.393 Listed Options each with an exercise price of 9 cents and expiring on 31 December 2007 which are listed on ASX and AIM. The Unlisted Options granted to Hoodless Brennan & Partners PLC the only Unlisted Options on issue.

The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order to allow the Company to have the right to place up to a further 15% of its issued capital at any time during the next 12 months. The information required to be given to shareholders pursuant to Listing Rule 7.5 is contained in both this Explanatory Statement and the notes to Resolution 3 as set out in the Notice of Annual General Meeting.

5. RESOLUTION 4

Resolution 4 has been included so that shareholders may ratify pursuant to Listing Rule 7.4 the previous issue, made on 8 March 2004 in the United Kingdom, of 100,000 Listed Options each with an exercise price of 9 cents and expiring on 31 December 2007, to UK public relations firm Conduit PR as part consideration for their services rendered in assisting in the listing of the Company's securities on AIM.

No cash funds were raised by the grant of these 100,000 Listed Options which are listed on ASX and AIM.

These 100,000 Listed Options were issued with terms and conditions which are identical to the current ASX and AIM listed option class and these 100,000 Listed Options are now all listed for quotation on the ASX and AIM and they rank pari passu with existing ASX and AIM listed options.

On the date of the grant of these 100,000 Listed Options (which was 8 March 2004) this class of options was listed on ASX and such options were trading at 3.7 cents each. Accordingly the value of the grant of these Listed Options to Conduit PR is $3,700 $(100,000 \times $0.037)$ .

The Company currently has 139,528,359 Shares on issue which are listed on ASX and AIM. The Company currently has on issue 43,771,393 Listed Options each with an exercise price of 9 cents and expiring on 31 December 2007 which are listed on ASX and AIM. These aforementioned figures include the 100,000 Listed Options the subject of this Resolution 4. The Company also has 2,790,567 Unlisted Options each with an exercise price of 2.8 UK pence and expiring on 8 March 2007.

The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order to allow the Company to have the right to place up to a further 15% of its issued capital at any time during the next 12 months. The information required to be given to shareholders pursuant to Listing Rule 7.5 is contained in both this Explanatory Statement and the notes to Resolution 4 as set out in the Notice of Annual General Meetina.

6. RESOLUTION 5

Resolution 5 - Approval to the Issue of 100,000,000 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.

The Company is seeking shareholder approval to permit it to issue up to 100,000,000 Shares via a placement, at an issue 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 placement is issued.

The Company will use these funds raised by the issue of the 100,000,000 Shares the subject of Resolution 5 to develop the Company's Abu Dabbab tantalum, tin and feldspar deposit located in the Abu Dabbab area of the Central Eastern Desert of the Arab Republic of Egypt.

For the purposes of Listing Rule 7.3, the following information is provided in relation to Resolution 5 to allow shareholders to assess the proposed issue of up to 100,000,000 Shares as contemplated by Resolution 5:

• $(a)$ the maximum number of Shares in the capital of the Company to be allotted and issued is 100,000,000 Shares:
• the Shares the subject of Resolution 5 will be issued and allotted no later than (3) months after $(b)$ the date of this Annual General Meeting;
• $(c)$ the issue price of the Shares 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 placement is made;
• $(d)$ the allottees in respect of Resolution 5 are not, as yet, identifiable, but will be subscribers to be identified by the Company and any brokers appointed by the Company to manage the issue;
• in relation to Resolution 5, by way of an example, in the event that the Company's share price (e) was 20 cents, then 80% of this price is 16 cents. 100,000,000 shares at 16 cents per share totals to $16,000,000;
• $(f)$ the Shares to be issued will rank pari passu on allotment and issue with the existing Shares of the Company; and
• $(g)$ the Company will use the funds raised by the issue of the 100,000,000 Shares the subject of Resolution 5 to replenish the Company's cash position and to provide capital for the development of the Company's Abu Dabbab tantalum, tin and feldspar deposit located in the Abu Dabbab area of the central eastern desert of the Arab Republic of Egypt.

$7.$ ENQUIRIES

Shareholders are invited to contact the Company Secretary, Julie Wolseley on (08) 9389 8611 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

"AIM" means the Alternative Investment Market of the London Stock Exchange;

"ASX" means Australian Stock Exchange Limited;

"Company" or "Gippsland" means Gippsland Limited ABN 31 004 766 376;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Directors" means the directors of the Company;

"Listed Option" means an option to acquire one Share exercisable at 9 cents and expiring on 31 December 2007, on the terms and conditions set out in Annexure A to the Explanatory Statement accompanying this Notice;

"Listing Rules" means the Listing Rules of ASX;

"Notice" or "Notice of Annual General Meeting" means the notice of meeting which accompanies this Explanatory Statement (including Annexures A and B);

"Shares" means fully paid ordinary shares in the Company; and

"Unlisted Option" means an option to acquire one Share exercisable at 2.8 UK pence (which equates to 6.8 Australian cents) per Share and expiring on 8 March 2007 on the terms and conditions set out in Annexure B to the Explanatory Statement accompanying this Notice.

ANNEXURE A

TERMS OF LISTED OPTIONS

The following are the rights attaching to the Listed Options that are the subject of the Resolutions being put before shareholders. These Listed Options have the same terms and conditions as the Company's current ASX and AIM 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; $\bullet$
• The option holder may exercise options any time prior to the Expiry Date; $\bullet$
• Shares allotted to option holders on exercise of options will be issued at 9 cents each ("Exercise Price"); $\bullet$
• The Exercise Price of shares the subject of the options will be payable in full on exercise of the options; $\bullet$
• 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 and AIM of the options, subject to the requirements for quotation being satisfied;
• The options will be freely transferable; $\bullet$
• Shares allotted pursuant to an exercise of the options shall rank, from the date of allotment, equally with $\bullet$ 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 on ASX and AIM;
• 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.

ANNEXURE B

TERMS OF UNLISTED OPTIONS

The following are the rights attaching to the 2,790,567 Unlisted Options that are the subject of Resolution 3 being put before shareholders.

• The options will be issued for £1 consideration:
• An option certificate will be issued for the 2,790,567 options;
• The options will expire at 5.00pm Perth time on 8 March 2007 ("Expiry Date");
• The option is a right in favour of the option holder to subscribe for one share; $\bullet$
• 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 2.8 UK pence 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:
  • (a) exercise all or a specified number of options (but in multiples of 1,000); and
  • (b) pay the subscription monies in full for the exercise of each option ("Notice").
• The Notice must be accompanied by the option certificate 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 not apply for Official Quotation on ASX and AIM of any of the options;
• The options will be freely transferable;
• Shares allotted pursuant to an exercise of the options shall rank, from the date of allotment, equally with $\bullet$ 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 $\bullet$ an exercise of options listed for Official Quotation on ASX and AIM;
• 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.

PROXY FORM

APPOINTMENT OF PROXY GIPPSLAND LIMITED ABN 31 004 766 376

ANNUAL GENERAL MEETING

i/We

being a Member of Gippsland Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at 18 Stirling Highway, Nedlands, Western Australia on Monday 25 October 2004 at 10.00am (WST) and at any adjournment thereof.

FOR

AGAINST

ABSTAIN

Voting on Business of the Annual General Meeting

Resolution 1	Re-election of Mr RJ Telford
Resolution 2	Raffy Issue - 6,000,000 Shares and
	3,000,000 Listed Options
Resolution 3	Ratify Issue - 2,790,567 Unilsted Options
Resolution 4	Ratify Issue - 100,000 Listed Options
Resolution 5	Approve Issue - 100,000,000 Shares
	$\mathcal{P}$ . The set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of t

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking 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 the interest. The Chairman intends to vote in favour of all of the resolutions.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM MAY BE HELD INVALID.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signed this	day of	2004
By:
individuals and joint holders		Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

GIPPSLAND LIMITED ABN 31 004 766 376

Instructions for Completing `Appointment of Proxy Form

• 1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $\overline{2}$ . A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
  • 2 directors of the company; $\bullet$
  • a director and a company secretary of the company; or
  • for a proprietary company that has a sole director who is also the sole company secretary that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section $127(1)$ or $(2)$ as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• 1. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.