TALIUS GROUP LIMITED — AGM Information 2012

Apr 26, 2012

ADVANCE ENERGY LIMITED

ACN 111 823 762

NOTICE OF ANNUAL GENERAL MEETING

An Annual General Meeting of the Company will be held at Suite 2, 16 Ord Street West Perth, Western Australia on 31[st] May 2012 at 10:30 AM (WST).

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please contact the Company Secretary on (08) 9429 2900.

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IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of Shareholders of Advance Energy Limited (“Advance or “The Company”) to which this Notice of Meeting relates will be held at Suite 2, 16 Ord Street West Perth, Western Australia on 31[st] May 2012 at 10:30 AM (WST) (“Meeting”).

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 10:30 AM (WST) on 29[th] May 2012.

VOTING IN PERSON

To vote in person attend the Annual General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

o the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

The accompanying Explanatory Statement and the Proxy and Voting instructions form part of this Notice of Meeting.

ADVANCE ENERGY LIMITED

A C N 0 9 2 3 0 4 9 6 4

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Advance Energy Limited ( Company ) will be held at Suite 2, 16 Ord St West Perth, , WA on Thursday 31[st] May 2012 at 10:30 AM (WST) ( Meeting ).

The Explanatory Memorandum to this Notice of Annual General Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered as Shareholders of the Company on Tuesday 29[th] May 2012 at 10:30 AM (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in the ‘Definitions’ section of the Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

Financial, Directors' and Auditor's Reports

To receive and consider the Financial Report, Directors' Report and Auditor's Report for the financial year ended 31 December 2011.

1. Resolution 1 – Remuneration Report

To consider, and if thought fit, pass, with or without amendment, the following resolution as a non-binding resolution :

"That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes approval is given for the adoption of, the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 December 2011.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

• (b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

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2. Resolution 2 – Re-election of Mr Anthony Short as Director

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

“That Mr Anthony Short, who retires in accordance with Article 6.3 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director

3. Resolution 3 – Removal of Auditor

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

“That, pursuant to section 329 of the Corporations Act and for all other purposes, approval is given for the removal of BDO as the current auditor of the Company effective from the date of the Meeting."

4. Resolution 4 – Appointment of Auditor

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

“That, subject to the passing of Resolution 3, approval is given for the appointment of Somes and Cooke as auditor of the Company effective from the date of the Meeting and the Directors be authorised to agree on the remuneration."

Short Explanation: In the event Shareholders consent to the removal of BDO as auditor, a new auditor needs to be appointed. Somes and Cooke have consented to be appointed as auditor subject to the approval of Shareholders.

5. Resolution 5 – Approval of Placement

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 400,000,000 Shares each at an issue price of not less than 80% of the volume weighted average price of Shares in the five trading days prior to the date of issue of the Shares to professional and sophisticated investors on the terms and conditions in the Explanatory Memorandum ( Placement )."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Placement and anyone who might obtain a benefit except a benefit solely in their capacity as holders of ordinary securities if the Resolution is passed, or an associate of that person.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) 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

Company Secretary Dated: 27[th] April 2012

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Advance Energy Limited ACN 092 304 964

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Suite 2, 16 Ord St West Perth, WA on Thursday 31[st] May 2012 at 10:30 AM (WST)

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolution in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

1. Action to be taken by Shareholders

Shareholders should read the Notice and Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (" proxy ") to vote in their place. All Shareholders are invited and encouraged to attend the Annual General Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Annual General Meeting in person.

2. Financial, Directors' and Auditor's Reports

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

Shareholders will be offered the opportunity to discuss the Financial Report, Directors' Report and Auditor's Report for the financial year ended 31 December 2011, copies of which will be available on the Company's website at www.advanceenergyltd.com.au from 1 April 2012. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. There is no requirement for Shareholders to approve these reports.

Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. As a Shareholder, you are entitled to submit one written question to the auditor prior to the Meeting provided that the question relates to:

(a) the content of the Auditor’s Report; or

• (b) the conduct of the audit in relation to the Financial Report.

All written questions must be received by the Company no later than 5 business days before the Meeting. All questions must be sent to the Company and must not be sent directly to the auditor. The Company will then forward all questions to the auditor. The auditor will answer all written questions submitted prior to the deadline stated above. Copies of the questions, if any, submitted to the Company’s auditor will be available at the meeting and posted on the Company’s website.

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3. Resolution 1 –Remuneration Report

3.1 General

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to a non-binding vote of Shareholders. The Annual Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Managing Director, specified executives and nonexecutive Directors, where applicable. The Annual Report will be available on the Company's website at www.advanceenergyltd.com.au from 1 April 2012.

The provisions of the Corporations Act dealing with the non-binding vote on the remuneration report have recently been amended. The Corporations Act still provides that Resolution 1 need only be an advisory vote of Shareholders and does not bind the directors. However, the Board will take the outcome of the vote into consideration when considering the remuneration policy.

In addition, the Corporations Act amendments now set out a ‘two strikes’ re-election process. Under the ‘two strikes’ re-election process, if the Company’s remuneration report receives a ‘no’ vote of 25% or more of all votes cast at two consecutive Annual General Meetings (that is, ‘two strikes’), a resolution (the “spill resolution”) must be put to the second Annual General Meeting, requiring Shareholders to vote on whether the Company must hold another general meeting (known as the ‘spill meeting’) to consider the appointment of all of the Directors who stand for re-appointment (other than the Managing Director). If the spill resolution is approved by a simple majority of 50% or more of the eligible votes cast, the ‘spill meeting’ must be held within 90 days of that second Annual General Meeting (unless none of the Directors, other than the Managing Director, stand for re-appointment). Further information will be provided on the ‘spill resolution’ and the ‘spill meeting’ for any Annual General Meeting at which the Company may face a ‘second strike’.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 31 December 2011.

The remuneration levels for directors, officer and senior managers are competitively set to attract and retain appropriate directors and key management personnel.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

3.2 Voting Restriction for Key Management Personnel

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

• (b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

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3.3 Voting Restrictions where Proxy is Key Management Personnel

Pursuant to the Corporations Act, if you elect to appoint a member of Key Management Personnel or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the member of Key Management Personnel or Closely Related Party on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

4. Resolution 2 – Re-election of Director

The Constitution requires that one third of Directors must retire at each annual general meeting and provides that a Director who retires may be eligible for re-election.

Pursuant to the Constitution, Mr Anthony Short will retire by rotation and seek re-election.

A brief CV of Mr Anthony Short is included in the Annual Report.

5. Resolutions 3 and 4 – Removal and Appointment of Auditor

Under Section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at an Annual General Meeting of which 2 months notice of intention to move the resolution has been given.

It should be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

Resolution 3 is an ordinary resolution seeking the removal of BDO as the auditor of the Company. An auditor may be removed in an Annual General Meeting provided that the notice of intention to remove the auditor has been received from a member of the company.

In accordance with Section 329(2) of the Corporations Act, the Company has sent a copy of the notice to BDO and ASIC.

Under Section 327D of the Corporations Act, the Company in an Annual General Meeting may appoint an auditor to replace an auditor removed under Section 329 of the Corporations Act.

Resolution 4 is a special resolution seeking the appointment of Somes Cooke as the new auditor of the Company. As required by the Corporations Act, a nomination for Somes Cooke to be appointed as the auditor of the Company has been received from a member. A copy of the nomination of Somes Cooke as auditors is set out at Attachment A. Somes Cooke has given written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

If Resolutions 3 and 4 are passed, the appointment of Somes Cooke as the Company’s auditor will take effect at the close of this Annual General Meeting. Resolution 3 is subject to the passing of Resolution 3.

6. Resolution 5 – Approval of Placement

6.1 General

At a General Meeting of Shareholders on 19[th] March 2012, Shareholders approved the issue of up to 400,000,000 Shares at an issue price per Shares of not less than 80% of the volume weighted average price of Shares in the five trading days prior to the date of issue to professional and sophisticated investors (pursuant to sections 708(8) and 708(11) of the Corporations Act).

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As at the date of this Notice, the Company had not issued a Prospectus for the offer of these Shares. ASX Listing Rule 7.3 requires Companies to issue shares within 3 months of the date on which approval was granted. Advance does not expect to complete the offer by 19[th] June 2012 and therefore seeks to renew the Shareholder approval for the placement of Shares.

6.2 Listing Rule 7.1

Listing Rule 7.1 requires Shareholder approval for the proposed issue of the Shares under the Placement. Listing Rule 7.1 provides that, subject to certain exceptions, Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company's ordinary securities then on issue.

Given the issue of the Shares under the Placement will exceed this 15% threshold and none of the exceptions in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.1.

The effect of Resolution 5 will be to allow the Directors to issue Shares under the Placement during the period of 3 months after the Meeting (or a longer period if permitted by ASX) without using the Company's 15% placement capacity.

Resolution 5 is an ordinary resolution.

6.3 Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1:

• (c) the maximum number of securities the Company is to issue under the Placement is 400,000,000;

• (d) Shares under the Placement will be issued no later than 3 months from the date of the General Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of Listing Rule 7.3.2);

• (e) Shares under the Placement will be issued at a price per Share of not less than 80% of the volume weighted average price of Shares in the five trading days prior to the date of issue;

• (f) Shares under the Placement will be issued to professional and sophisticated investors (pursuant to sections 708(8) and 708(11) of the Corporations Act) who are not related parties of the Company;

• (g) Shares under the Placement will be fully paid ordinary shares in the capital of the Company;

• (h) the funds raised from the Placement will be applied towards working capital and to fund the identification and evaluation of new opportunities.

• (i) allotment of the Shares under the Placement will occur progressively; and

• (j) a voting exclusion statement is included in this Notice.

6.4 Interests and Recommendations of Directors

None of the Directors have an interest in the outcome of Resolution 5. Each of the Directors approved the proposal to put the Resolution to Shareholders and each of the Directors recommends that Shareholders vote in favour of the Resolution.

7. ENQUIRIES

Shareholders are requested to contact Company Secretary on (08) 9429 2900 if they have any queries in respect of the matters set out in these documents.

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Definitions

In this Notice:

$ means Australian dollars.

Annual Report means the 2011 Annual Report of the Company and its controlled entities (if any) a copy of which was lodged with the ASX.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited and where the context permits the Australian Securities Exchange operated by ASX Limited.

Auditor's Report means the auditor's report on the Financial Report.

Board means the Company's current board of Directors.

Business Day means as defined in the Listing Rules.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company or Advance means Advance Energy Limited ACN 111 823 762.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company and Directors means all of them.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice..

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities (if any).

Meeting or Meeting has the meaning given in the introductory paragraph of the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Notice or Notice of Meeting or Notice of Annual General Meeting means the Notice of Annual General Meeting to which the Explanatory Memorandum is attached.

Proxy Form means the proxy form attached to the Notice.

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Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2011.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Somes Cooke means Somes Cooke Auditors and Accountants

WST means Western Standard Time as observed in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

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ATTACHMENT A – NOMINATION OF AUDITOR LETTER

4 March 2012

The Directors Advance Energy Ltd Suite 2 16 Ord St West Perth WA 6005

Dear Sirs

Re: Nomination of auditor – Advance Energy Ltd

We, Spartan Nominees Pty Ltd, being shareholders of Advance Energy Ltd (the Company) nominate Somes Cooke Auditors and Accountants for appointment as auditors of the Company at the forthcoming Annual General Meeting.

Regards

==> picture [134 x 78] intentionally omitted <==

Alex Bajada Director

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ADVANCE ENERGY LIMITED

ACN 092 304 964

	ADVANCE ENERGY LIMITED ACN 092 304 964
	P R O X Y F O R M
	ANNUAL GENERAL MEETING
	The Company Secretary
	Advance Energy Limited
By delivery:	By post:	By facsimile:
Advance Energy Limited	Advance Energy Limited	08 9486 1011
Suite 2, 16 Ord Street	PO Box 1779
WEST PERTH WA 6005	WEST PERTH WA 6872
I/We_______________

of _________________

being a Shareholder/Shareholders of the Company and entitled to _________

votes in the Company, hereby appoint _____________ OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting of the Company to be held at Suite 2, 16 Ord St West Perth, WA on 31[st] May 2012 at 10:30 AM (WST). If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

Comment

“Important for Resolution 1: If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.

• If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 2 to 5 please place a mark in this box. If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the Annual General Meeting

For Against Abstain

Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Director
Resolution	3	Removal of Auditor
Resolution	4	Appointment of Auditor
Resolution	5	Approval of Placement

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will 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 %

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary ____ ____ _____ Contact Name Contact Daytime Telephone Date

• 1Insert name and address of Shareholder

• 2 Insert name and address of proxy

*Omit if not applicable

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Instructions for Completing ‘Proxy’ Form

A Shareholder entitled to attend and vote at the Annual General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Annual General Meeting. If the Shareholder is entitled to cast 2 or more votes at the Annual General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Annual General Meeting, the representative of the body corporate to attend the Annual General Meeting must produce the 'Certificate of Appointment of Representative' prior to admission. A form of the certificate may be obtained from the Company’s share registry.

A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

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

Individual:	Where the holding is in one name, the member must
Joint Holding:	Where the holding is in more than one name all of the holders must sign.
Power of Attorney:	if signed under a power of attorney, you must have already lodged it with the
	registry, or alternatively, attach a certified photocopy of the power of attorney to
	this Proxy Form when you return it.
Companies:	a director can sign jointly with another director or a company secretary. A sole
	director who is also a sole company secretary can also sign. Please indicate the
	office held by signing in the appropriate space.

If a representative of the corporation is to attend the Annual General Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Company's office (Suite 2, 16 Ord Street, West Perth, WA 6005 or Facsimile number 9486 1011 if faxed within Australia or +61 8 9486 1011 if faxed from outside Australia) not later than 48 hours prior to the time of commencement of the Annual General Meeting being 10:30AM (WST) on 31st May 2012.

Proxy forms received later than this time will be invalid.

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