SWIFT TV LTD — AGM Information 2009

Nov 23, 2009

A.C.N.006 222 395

55 Brady St South Melbourne Victoria 3205 Australia

CELTEX LIMITED

ACN 006 222 395 REGISTERED OFFICE: 55 BRADY STREET, SOUTH MELBOURNE 3205, VICTORIA

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that a General Meeting of Members of Celtex Limited ("the Company") will be held at 55 Brady Street, South Melbourne 3205, Victoria on 21 December 2009 immediately after the Extraordinary General Meeting to be held at 10:00am.

AGENDA

ORDINARY BUSINESS

Resolution 1 Adoption of Financial Statements and Reports 1.

To receive and consider the financial accounts and reports of Directors and Auditors for the financial year.

$2.$ Resolution 2 Election of Directors

Details of the person seeking election are set out in the Explanatory Notes to this Notice of Annual General Meeting.

To consider and if thought fit pass the following resolutions as ordinary resolutions:

"That Darren Olney-Fraser be elected as a director of the Company"

"That Adrian Olney be elected as a director of the Company"

"That Chris Eldridge be elected as a director of the Company"

$3.$ Resolution 3 Remuneration Report

To adopt the remuneration report for the year ended 30 June 2009. (Note: the vote on this resolution is advisory only and does not bind the Directors of the Company).

Voting Exclusion Note:

The Company will disregard any votes cast on this resolution by any person and any associate of that person who received remuneration from the Company. 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 direction on $(a)$ the proxy form; or
• it is cast by the person chairing the meeting as a proxy for that person who is entitled to vote, in $(b)$ accordance with a direction on the proxy form to vote as the proxy decides.

A.C.N.006 222 395

55 Brady St South Melbourne Victoria 3205 Australia

Resolution 4 Issue of new shares $\overline{4}$ .

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

"That, for the purposes of Listing Rules 7.1 and for all other purposes, approval be given for the Company to issue such a number of Shares up to but not exceeding 15% of the number of Shares on issue at the time of the first new issue made in reliance on this notice of this meeting."

Voting Exclusion Statement:

The Company will disregard any votes cast on this resolution by any person and any associate of the person who, if the resolution is passed:

• $(a)$ may participate in the proposes issue; or
• might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary $(b)$ securities.

However, the Company need not disregard a vote if:

• it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in $(c)$ accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in $(d)$ accordance with a direction on the proxy form to vote as the proxy decides.

NOTES:

• $1.$ For the purpose of the Corporations Act 2001, the Company has determined that all securities of the Company recorded on the Company's register as at 5:00pm on 17 November 2009 will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.
• $\overline{2}$ . A Shareholder is entitled to attend and vote and 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.
• A proxy form is attached. If required it should be complete, signed and returned to the Company's registered $31$ office in accordance with the instructions set out in the proxy form.

Dated this 19th day of November 2009 at Melbourne

Darren Olney-Fraser

Managing Director

EXPLANATORY NOTES

Resolution 1 - Financial Accounts and Reports

The Corporations Act 2001 ("Corporations Act") requires the financial report (which includes financial statements, notes to the financial statements and Director's Declaration) the Director's Report and the Auditors Report to be laid before the Annual General Meeting. The Constitution of the Company provides for these reports to be received and considered at the Annual General Meeting. There is no requirement either in Corporations Act or the Constitution for shareholders to approve the financial report, the Director's Report or the Auditor's Report. Shareholders will be given reasonable opportunity to ask questions and to make comments on these reports. Copies of these reports are available on the Company's ASX portal on asx.com.au.

A reasonable opportunity will be given to shareholders to ask the company's auditors BDO Kendall questions relevant $\text{to:}$

• The conduct of the audit
• The preparation and content of the auditor's report
• The accounting policies adopted by the Company in relation to the preparation of its Financial Statements; and
• The independence of the auditor in relation to the conduct of the audit. $\bullet$

Shareholders may also submit a written question to BDO Kendall if the question is relevant to the content of BDO Kendall's audit report on the conduct of the Company's financial report for the year ended 30 June 2009.

Resolution 2 – Election of Directors

Darren Olney-Fraser

Darren Olney-Fraser was recently appointed Managing Director of Celtex Limited (since 30 October 2009). Darren is responsible for Celtex's day-to-day operations including the Ausmusic business and the Company's development asset in Tasmania. He is also a director of Stanfield Funds Management Pty Ltd. Australian Public Trustees Limited and associated companies. Darren is a former corporate lawyer, who practiced in the legal profession in Melbourne and London from 1989 to 2002.

Adrian Olney

Adrian Olney is a qualified engineer with property management and development experience, and a background in design and construction management. He has worked for over 12 years in consulting engineering firms at Connell Wagner, Young Consulting Engineers and Arup. Since 2003, Adrian has been an executive director of Australian Public Trustees Limited where he has carried responsibility for the management of its government-leased property portfolio. Adrian is also a co-owner and director of Property Management Group Pty Ltd, a property development and management company.

Chris Eldridge

Chris Eldridge is an institutional stockbroker at BBY Securities (formerly Burdett Buckeridge Young Ltd). He has experience in capital raising for growing listed companies. He has also served on the boards of investment companies and listed funds. Chris is a member of the Institute of Company Directors.

Resolution 3 – Remuneration

The Company is submitting its remuneration report to shareholders for the consideration and adoption by way of a nonbinding resolution. The remuneration report is set out in Note 21 of the Annual Report.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting. A copy of the Annual Report is available on the Company's ASX portal on asx.com.au.

Resolution 5– Issue of new Shares

Under Resolution 5, shareholder approval is being sought, for the purposes of Listing Rule 7.1 and for all other purposes, to authorize the Company's board of directors to issue up to 15% of the number of Shares on issue at the time of the first new issue made in reliance on the Resolution on the following terms and conditions;

• $(a)$ The maximum number of new Shares authorized to be issued under this Resolution will be 15% of the number of Shares on issue at the time of the first new issue made in reliance on this Resolution during the periods of three months after the date of the Annual General Meeting.
• The issue price of the new Shares will be at least 80% of the average market price of Shares trading on ASX $(b)$ over the last five days of which sales were recorded before the day on which the issue was made (or if there is a prospectus relation to the issue, over the last five days on which sales in the Shares were recoded before the date of the prospectus)
• $(c)$ The new Shares may be issued at the discretion of the directors to:
  • $(i)$ persons who are not Related Parties or deemed to be Related Parties under the Listing Rules: or
  • $(ii)$ persons who are Related Parties or deemed to be Related Parties under the Listing Rules subject to shareholder approval being obtained for the purposes of Listing Rule $10.11.$
• $(d)$ The date by which the new Shares must be issued shall be not more than three months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules)
• The Company may not necessarily issue the full complement of the new Shares and may issue a lesser $(e)$ number, on terms which are the same as the terms to which existing Shares of the Company listed on the ASX are subject.
• $(f)$ The Company may, at its discretion, issue and allot the new Shares progressively.
• The allotters are unknown to the Company at this stage and will be selected from persons known to the $(g)$ Company or persons affiliated with the Company. The Company may approach brokers to assist in procuring subscriptions.
• The Company will apply to ASX for, and will use its best endeavors to obtain, Official Quotation of all new $(h)$ Shares allotted and issued within the time required by the Corporations Act and the Listing Rules but gives no assurance that such Official Ouotation will be granted.
• $(i)$ The funds raised as a consequence, of the issue (if any) of new Shares will be applied towards:
  • $(i)$ investment in and development of future opportunities that may arise; and
  • $(ii)$ working capital requirements of the Company.

CELTEX Limited

ACN 006 222 395

Lodge your vote:

$\boxtimes$ By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

ર્ંઈ For your vote to be effective it must be received by 10.00am Saturday 19 December 2009.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form $\rightarrow$

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

$\overline{\mathsf{M}}$ Update your securityholding Your secure access information is:

SRN/HIN: 19999999999

众 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form

Please mark $|\mathbf{X}|$ to indicate your directions

$\boldsymbol{\chi}$

STEP1 Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Celtex Limited hereby appoint

the Chairmanof the meeting	기 지 PLEASE NOTE: Leave this box blank ifvou have selected the Chairman of theMeeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and 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 of Celtex Limited to be held at 55 Brady Street, South Melbourne 3205, Victoria on Monday 21 December 2009 at 10.00am and at any adjournment of that meeting.

STEP2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

	ORDINARY BUSINESS		gains . pstail
Item 1	Adoption of Financial Statements and Reports
Item 2a	the control of the state of thethe contract of the con-Election of Directors - Darren Olney-Fraser
Item 2b	Election of Directors - Adrian Olney
Item 2c	Election of Directors - Chris Eldridge
Item 3	Remuneration Report
Item 4	Issue of new shares

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

Individual or Securityholder 1	Securityholder 2Director			Securityholder 3Director/Company Secretary
Sole Director and Sole Company Secretary
ContactName		ContactDaytimeTelephone		Date