STREAMPLAY STUDIO LIMITED — AGM Information 2006

Oct 22, 2006

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

For the Annual General Meeting to be held on Wednesday 29th November 2006 at 10.00am (Perth Time) at 207 Stirling Highway, Claremont WA Australia.

This is an important document. Please read it carefully.

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.

TIME AND PLACE OF MEETING AND HOW TO VOTE

2006

Venue

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

207 Stirling Highway	Commencing at
CLAREMONT	10.00am (Perth Time)
WESTERN AUSTRALIA	on Wednesday 29th November

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 207 Stirling Highway, Claremont WA 6010, Australia or PO Box 352, $\bullet$ Nedlands WA 6909. Australia, so that it is received not later than 10.00am (Perth Time) on 27th November 2006.

Your proxy form is enclosed.

NOTES:

• $\mathbf{1}$ A shareholder of the Company who is entitled to attend and vote at a general meeting of 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.
• $2.$ 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.
• $31$ For the purposes of the Corporations Act, the Directors have set a snapshot time and date to determine the identity of those entitled to attend and vote at the Annual General Meeting. The snapshot time and date is 5:00pm (Perth time) on 27th November 2006.

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 207 Stirling Highway, Claremont WA 6010, Australia, at 10.00am (Perth Time) on Wednesday 29th November 2006.

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 and consider the financial report of the Company and the consolidated financial report of the consolidated entity for the year ended 30 June 2006 and the reports by the Directors and Independent Auditor.

Resolution 1: Remuneration Report

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

"The section of the report of the Directors for the financial year ending 30 June 2006 dealing with the remuneration of the Company's Directors. Company Secretary and Senior Executives be adopted."

• Although this resolution is advisory only, this resolution shall be determined as if it were an ordinary resolution.
• This resolution does not bind the Directors or the Company.

Resolution 2: 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 John Kenny, 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."

Short Explanation: 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

Resolution 3 Ratify Previous Issue of Options to Chief Financial Officer - Mr Paul Sims (or his nominee)

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

"That, pursuant to Listing Rule 7.4 of the Listing Rules of the ASX, and for all other purposes, the Company approves and ratifies the allotment and issue of 2.250.000 unlisted options to acquire fully paid ordinary shares in the capital of the Company for no consideration exercisable on or before 31 December 2007 at an exercise price of 15 cents each to Mr Paul Sims (or his nominee) on the terms and conditions as set out in the Explanatory Statement accompanying this Notice of Meeting.

The Company will disregard any votes cast on this Resolution 3 by Paul Sims or any associates of Paul Sims. 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 16th DAY OF OCTOBER 2006

BY ORDER OF THE BOARD

ruped

Mr RJ (Jack) Telford Director

FXPLANATORY 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.

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 Wednesday 29th November 2006.

$\ddagger$ . RESOLUTION 1 - REMUNERATION REPORT

In accordance with the Corporations Act, a resolution to adopt the Director's Remuneration Report must be put to shareholders. The Remuneration Report which details the company's policy on the remuneration of non-executive directors, executive directors, the company secretary and senior executives is set out on page 22-24 of the Company's 2006 Annual Report. It is also available on the Gippsland website at www.gippslanditd.com.

Voting on this resolution is advisory only and does not bind the Company or the Directors.

$21$ RESOLUTION 2 - RE-ELECTION OF A DIRECTOR (BY ROTATION)

$2.1$ Background

Resolution 2 seeks approval for the re-election of Mr John Kenny 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 John Kenny retires by rotation in accordance with this requirement, is eligible for re-election and puts himself forward for re-election at this Annual General Meeting.

$2.2$ Directors' Recommendation

All the Directors (excluding Mr Kenny) recommend that Shareholders vote in favour of Resolution 2.

$31$ RESOLUTION 3 - RATIFY PREVIOUS ISSUE OF OPTIONS TO CHIEF FINANCIAL OFFICER - MR PAUL SIMS (OR HIS NOMINEE)

$3.1$ Background

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 ratification is to restore a company's maximum discretionary power to issue further securities up to 15% of the issued capital of the company without requiring shareholder approval.

Resolution 3 has been included so that shareholders may ratify pursuant to Listing Rule 7.4 the previous issue, made on 14 September 2006, of 2,250,000 Options for nil consideration to the Company's Chief Financial Officer, Mr Paul Sims or his nominee. This previous issue did not breach the 15% threshold set by Listing Rule 7.1.

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 following information is provided to shareholders for the purposes of Listing Rule 7.5:

$(a)$ a total of 2,250,000 Options were allotted;

• $(b)$ the Options were granted for no consideration;
• $(c)$ the terms of the Options are set out in Annexure A;
• the Options were allotted to Mr Paul Sims, or his nominee. Mr Sims (and his associates) is not a related party $(d)$ of the Company; and
• no funds were raised by the grant of the Options. $(e)$

$3.2$ Directors' Recommendation

If Resolution 3 is passed, the 15% Limit imposed by Listing Rule 7.1 will be renewed to the extent of the ratification. The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 3.

4. ENQUIRIES

Shareholders are invited to contact the Company Secretary, Rowan Caren 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;

"Board" means the board of Directors:

"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;

"Listing Rules" means the Listing Rules of ASX;

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

"Option" means an option to acquire one Share exercisable at 15 cents per Share and expiring on 31 December 2007; and

"Shares" means fully paid ordinary shares in the Company.

ANNEXURE A

TERMS OF OPTIONS THE SUBJECT OF RESOLUTION 3

The following are the terms and conditions of the 2.250,000 Options the subject of Resolution 3 being put before shareholders.

• The options will be issued for nil consideration: ×
• An option certificate will be issued for the 2,250,000 options;
• The options will expire at 5.00pm Perth time on 31 December 2007 ("Expiry Date"): ٠
• The option is a right in favour of the option holder to subscribe for one fully paid ordinary share; $\bullet$
• The option holder may exercise options any time prior to the Expiry Date: ٠
• Shares allotted to option holders on exercise of options will be issued at 15 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 ٠ holder to:
  • (a) exercise all or a specified number of options (but in multiples of 250,000); 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 $\bullet$ 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 ten (10) business days of the exercise of the $\bullet$ options:
• The Company will not apply for official quotation on ASX and AIM of any of the options;
• The options will not be transferable; ٠
• Shares allotted pursuant to an exercise of the options shall rank, from the date of allotment, equally with existing ordinary fully paid $\bullet$ shares of the Company in all respects:
• The Company will in accordance with the applicable Listing Rules make application to have shares allotted pursuant to an exercise of $\bullet$ options listed for official quotation on ASX and AIM;
• In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the $\bullet$ 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 ٠ 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.

ABN 31 004 766 376

PROXY FORM

APPOINTMENT OF PROXY

ANNUAL GENERAL MEETING

I/We
of (address)
being a Member of Gippsiand Limited entitled to attend and vote at the Annual General Meeting, hereby
Appoint
Name of proxy
of (address)
or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting, to vote in accordance with thefollowing directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at 207 StirlingHighway, Claremont, Western Australia on Wednesday 29 th November 2006 at 10.00am (Perth time) and at any adjournment thereof.
Resolution 1 Remuneration Report	FORABSTAINAGAINST

Resolution 2 Re-election of a Director (by rotation)

Resolution 3 Ratify Previous Issue of Options to CFO - Mr Paul Sims (or his nominee)

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 Resolution 3 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 in relation to undirected proxies.

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	2006
By:
Individuals and joint holders		Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

ABN 31 004 766 376

Instructions for Completing Appointment of Proxy Form

• $\mathbf{1}$ . A member entitled to attend and vote at a general 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.
• $\mathcal{D}$ A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• $\mathbf{3}$ 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;
  • 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. $\bullet$

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 sionature.

• 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 original power of attorney, or certified copy thereof, must be lodged in like manner as this proxy.