TASFOODS LIMITED — Proxy Solicitation & Information Statement 2015

Apr 23, 2015

24 April 2015

==> picture [144 x 37] intentionally omitted <==

Company Announcements

For Immediate Release

ASX Code: ONC

ONCARD INTERNATIONAL LIMITED (THE “COMPANY”)

NOTICE OF EXTRAORDINARY GENERAL MEETING DOCUMENTS

The Company hereby provides copies of documents related to the Company’s Extraordinary General Meeting which will be dispatched to shareholders today.

Included in the attachments are:

• Notice of Extraordinary General Meeting and Explanatory Statement; and

• Proxy Form.

Ends.

OnCard International Limited (ACN 084 800 902) Level 7, 330 Collins Street, Melbourne, Victoria, 3000 Australia GPO Box 2334 Melbourne, Victoria, 3001 Australia Tel: + 61 3 8689 9997 Fax + 61 3 9602 4709

==> picture [167 x 45] intentionally omitted <==

OnCard International Limited ACN 084 800 902

NOTICE OF GENERAL MEETING TO BE HELD ON MONDAY 25 MAY 2015

and

Explanatory statement for the notice of general meeting

Notice of the general meeting to be held at the offices of Norton Gledhill, Level 23, 459 Collins Street, Melbourne, Victoria, 3000 on Monday 25 May 2015 at 10:30 am (Melbourne time).

To be valid, proxy forms for the general meeting must be completed and returned no later than

10:30 am (Melbourne time) on Saturday 23 May 2015.

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

==> picture [57 x 15] intentionally omitted <==

OnCard International Limited ACN 084 800 902

Notice of general meeting

Notice is given that a general meeting of OnCard International Limited ( Company ) will be held at the offices of Norton Gledhill, Level 23, 459 Collins Street, Melbourne, Victoria, 3000 on Monday 25 May 2015 at 10:30 am (Melbourne time).

Resolution — share buy-back

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

That the terms of the buy-back agreements resulting from acceptance of the proposed offers by the Company to its shareholders under an equal access scheme to buy back 95% of the ordinary shares in the Company they each hold as at 7:00 pm (Melbourne time) on the 5[th] business day after this resolution is passed, for consideration of $0.22 each and otherwise on the terms set out in the explanatory statement accompanying the notice of this meeting, be approved for the purpose of section 257C(1) of the Corporations Act 2001 (Cth) and for all other purposes.

By order of the board

==> picture [222 x 74] intentionally omitted <==

Mark Licciardo Company secretary

Notes:

1. A member entitled to attend and vote at this meeting is entitled to appoint one proxy or, if the member is entitled to cast two or more votes at the meeting, two proxies to attend and vote on behalf and instead of the member.

2. Where two proxies are appointed and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the votes.

4. A proxy need not be a member.

5. A proxy form accompanies this notice. To be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting, namely by 10:30 am (Melbourne time) on Saturday 23 May 2015:

6. (a) at the Company’s share registrar, Advanced Share Registry Services, by:

Notice of general meeting

==> picture [57 x 16] intentionally omitted <==

  - (1) hand delivery to 110 Stirling Highway, Nedlands, Western Australia, 6009;

  - (2) post to PO Box 1156, Nedlands, Western Australia, 6909; or

  - (3) facsimile on 08 9262 3723 (within Australia) or +61 8 9262 3723 (outside Australia); or

• (b) at the registered office of the Company by:

  • (1) hand delivery or post to Level 7, 330 Collins Street, Melbourne, Victoria, 3000; or

  • (2) facsimile on 03 9602 4709 (within Australia) or +61 3 9602 4709 (outside Australia).

• Regulation 7.11.37 determination: A determination has been made by the board of directors of the Company under regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that those persons who are registered as the holders of shares in the Company as at 7:00 pm (Melbourne time) on Saturday 23 May 2015 will be taken to be the holders of shares for the purposes of determining voting entitlements at the meeting.

Page 2

==> picture [57 x 15] intentionally omitted <==

Explanatory statement

1. General information

This explanatory statement is an important document and should be read carefully. It comprises part of, and should be read in conjunction with, the notice of general meeting of the Company to be held on Monday 25 May 2015 at which shareholders will be asked to approve a proposed share buy-back by the Company. It contains the information required to be sent to the Company’s shareholders under section 257C(2) of the Corporations Act and is dated 20 April 2015.

If you do not understand its contents or are not sure what to do, you should consult your stockbroker or other professional adviser immediately.

If you have any questions regarding the matters set out in this explanatory statement (or elsewhere in the notice of general meeting), you may contact the managing director, Tony Robinson, by telephone on +61 3 9642 3812.

2. Important dates

General meeting to approve buy-back	Monday 25 May 2015
Shares quoted on an ‘ex’ basis	Thursday 28 May 2015
Record date to identify shareholders who may participate in buy-	Monday 1 June 2015
back	at 7:00 pm (Melbourne time)
Company sends buy-back offer document and acceptance form to	Thursday 4 June 2015
each participating shareholder
Closing date of buy-back offer	Wednesday 24 June 2015
	at 7:00 pm (Melbourne time)
Company gives ASX final notice of share buy-back	Thursday 25 June 2015
	before 8:30 am (Melbourne time)
Bought back shares are transferred to Company and cancelled	Friday 26 June 2015
Company makes payment of buy-back consideration to shareholders	Friday 26 June 2015

Dates and times in the above timetable and elsewhere in this explanatory statement are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and ASX Listing Rules, to change any date or time. If the Company decides to change the above timetable it will be announced through ASX.

3. Resolution — share buy-back

3.1 Overview of share buy-back

The share capital of the Company is $38,515,577.00 represented by 174,572,890 fully paid ordinary shares.

The Company proposes to undertake a share buy-back under an equal access scheme which if accepted in full would result in the cancellation of approximately 95% of the Company’s ordinary shares (approximately 165.8 million ordinary shares) and the

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

payment to shareholders of approximately $36.5 million as buy-back consideration. The equal access scheme would involve the Company making an offer to buy back 95% of the ordinary shares (subject to rounding) held by shareholders as at 7:00 pm (Melbourne time) on a record date, being the 5[th] business day after the resolution approving the terms of the proposed buy-back agreements is passed. If the resolution is passed on Monday 25 May 2015 as proposed, it is expected that:

• (a) the record date to identify the shareholders who may participate in the buy-back and are eligible to receive a buy-back offer will be Monday 1 June 2015;

• (b) offer documents and acceptance forms will be despatched to eligible shareholders on Thursday 4 June 2015;

• (c) offers will close on Wednesday 24 June 2015 at 7:00 pm (Melbourne time), unless extended by the Company; and

• (d) payment of the buy-back consideration will be sent to accepting shareholders within 2 business days after the closing date.

Buy-back offers will be made substantially on the terms set out in section 6. The key terms are:

• (a) the consideration to be paid by the Company for each share it buys back is $0.22; and

• (b) a shareholder may only accept an offer made by the Company for all of the shares that the Company has offered to buy back.

Participation in the buy-back is voluntary. Therefore, if a shareholder votes in favour of the resolution to approve the buy-back and subsequently receives an offer, the shareholder will not be obliged to accept it.

3.2 Reasons for share buy-back

As announced to ASX in January 2015, the directors of the Company have decided to exit the Company’s residual Chinese businesses and undertake other changes to the Company’s investments and on-going operations.

The Company’s remaining business, MarketSmart, will continue to operate as a developer and licensee of software for running rewards programs, and the directors are continuing to explore whether the software can be used as a platform for other services in the sector.

However, as most of the Company’s assets are currently in the form of cash (or cash equivalents), and as the Company will require only some of those cash reserves to pay for the cost of exiting the Chinese businesses and other restructuring or to fund its remaining operations (e.g. retrenchments and other employee entitlements, lease commitments and other liabilities), the directors believe that approximately $36.5 million of the Company’s cash reserves is surplus to its current needs. Accordingly, the reason for the proposed buy-back is to give shareholders the opportunity to realise a substantial part of their investment in the Company and receive funds in the form of

Page 2

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

buy-back consideration that the directors consider surplus to the Company’s requirements.

3.3 Advantages, disadvantages and alternatives

Advantages

The following are reasons why shareholders may choose to vote in favour of the buyback:

• (a) The buy-back offers shareholders an opportunity to realise a substantial part of their investment in the Company at a premium to recent prices at which the Company’s shares have traded on ASX — see section 3.5.

• (b) Shareholders who agree to sell shares under the buy-back may not incur brokerage costs (or GST on those costs), which they would ordinarily have to pay when selling shares on ASX.

• (c) The buy-back will enable shareholders to sell a significant volume of shares which may otherwise be difficult to do on market due to recent trading levels in the Company’s shares.

• (d) Shareholders who do not participate in the buy-back may increase their percentage shareholding in the Company (inverse to the percentage of shares bought back). Accordingly, such a shareholder’s proportionate economic interests in the net assets and future earnings of the Company will increase commensurately (assuming the Company does not issue any additional securities or otherwise reorganise its share capital prior to completion of the buy-back).

• (e) The buy-back provides an efficient means of returning capital to shareholders and enables the Company to maintain a more efficient capital structure and to reduce its costs of capital.

Disadvantages

The following are reasons why shareholders may choose to vote against the buy-back:

• (a) Depending on the number of shares which shareholders agree to sell to the Company, the Company’s cash reserves would be depleted by up to approximately $36.5 million.

• (b) The Company’s materially reduced cash reserves will impact its ability to pursue new opportunities and develop its business (e.g. acquisitions).

• (c) To the extent shareholders participate in the buy-back, there will be a reduction in the number of shares on issue which may decrease liquidity of the Company’s shares traded on ASX.

Alternatives

The directors of the Company have considered alternative courses of action to the proposed buy-back, including the following:

Page 3

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

• (a) Distribute surplus funds using another method: the Company could seek to distribute the proposed buy-back funds to shareholders by a reduction of share capital. However, the directors believe that in general a buy-back should be an efficient and cost-effective way for shareholders to realise a substantial part of their investment in the Company, should they wish to do so. It also gives them the flexibility not to accept the buy-back offer and hold onto their shares.

• (b) Wait for new opportunities: the directors could hold the funds earmarked for the buy-back until new opportunities emerge, such as acquiring a new business. Although the Company has considered a number of investment proposals and other uses for the money, at the date of this explanatory statement none is considered by the directors as sufficiently certain or superior to warrant pursuing instead of the buy-back. However, the Company will continue actively to consider and, where appropriate, pursue investment proposals and other new opportunities for the Company.

• (c) Wind up the Company: the directors have considered winding up the Company as a way of distributing surplus funds to shareholders. However, the directors believe a wind up of the Company would not be appropriate given it continues to operate its MarketSmart business and is still in the process of exiting its residual Chinese businesses. Further, the Company would cease to be a listed entity, which status may be advantageous in attracting new investment opportunities.

In the circumstances, the directors consider that as far as the interests of the Company and its shareholders are concerned, the proposed buy-back is superior to any other possible alternatives that the Company could currently pursue.

3.4 Effect of buy-back on Company

Share capital structure

If completion of the buy-back occurs, and as a consequence the Company buys back from its shareholders 95% of their shares in the Company (subject to rounding) in exchange for cash consideration of $0.22 for each share bought back, the effect of the buy-back on the issued shares in the Company will be as follows (assuming there will continue to be 1,022 shareholders and the number of shares the Company offers to buy back from each shareholder is rounded up):

	Number of shares	Percentage of total
		issued shares
		before buy-back
Total issued shares before buy-back	174,572,890	100%
Buy back shares	165,845,267	95%
Total issued shares after buy-back	8,727,623	5%

Page 4

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

Control of Company

The effect that the buy-back will have on the control of the Company will depend on how many (and which) shareholders accept the buy-back offers and sell their shares to the Company.

If no shareholder accepts the Company’s offer to buy-back 95% of the shareholder’s shareholding, there will be no change to the percentage interest of each individual shareholder and no effect on the control of the Company.

If all shareholders agree to sell 95% of their shareholding to the Company, there is not expected to be any material effect on the percentage interest of each individual shareholder, or on the control of the Company, in consequence of the buy-back (apart from changes to percentage shareholdings due to adjustments for fractional entitlements in consequence of the buy-back, which are not expected to be material).

However, if one or more shareholders do sell shares to the Company under the buyback, the proportional shareholdings of other shareholders who do not participate in the buy-back will increase. The actual increase will depend on the level of shareholder acceptances of buy-back offers.

For example, if all shareholders sell 95% of their shareholding to the Company except for one of the current substantial holders in the Company, the voting power in the Company of that substantial holder would increase as follows:

The voting power in the Company of	which is currently	would increase to
this substantial holder ...	approximately ...	approximately ...
CI No 2 Pty Ltd, Taverners No 12 Pty	32.99%	90.78%
Ltd, Taverners Holdings (Aust) Pty
Ltd and Taverners (Aust) Pty Ltd as
trustee for SAP Trust (Taverners
Group)
Leyland Private Asset Management	13.59%	75.88%
Pty Ltd
Peter Abotomey and Ten Luxton Pty	6.47%	58.06%
Ltd
Michael Piperoglou and Narlack Pty	5.35%	53.07%
Ltd as trustee for Piperoglou Pension
Fund

The above table is based on the substantial holder notifications received by the Company as at the date of this explanatory statement, and assumes there is no change to the total issued share capital of, or shareholdings, in the Company after the date of this explanatory statement until completion of the buy-back.

Page 5

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

Pro-forma financial information

To illustrate the expected financial effect of the buy-back on the Company if every shareholder accepts the buy-back offer, a pro-forma statement of financial position is set out below which has been prepared using the Company’s unaudited financial statements for the financial year ended 31 December 2014 given to ASX on 16 February 2015, adjusted for the proposed buy-back and other actual or expected material changes since the balance date. It is provided as a guide only, and does not contain the disclosures provided in annual financial reports prepared in accordance with the Corporations Act. Further, the pro-forma statement of financial position does not constitute a representation of the future financial position or prospects of the Company.

	Unaudited	Adjustments due	100% acceptance	Pro-forma
	31 December	to other material	of buy-back offer	$’000
	2014	changes	$’000
	$’000	$’000
Current assets
Cash and cash	55,331	-12,958	-36,486	5,887
equivalents
Trade and other	259	-	-	259
receivables
Other financial assets	2,754	-2,754	-	-
Other current assets	251	-	-	251
Non-current assets	52	-	-	52
Total assets	58,647	-15,712	-36,486	6,449
Current liabilities
Trade and other	746	-	-	746
payables
Current tax payable	7	-	-	7
Provisions	535	3,100	-	3,635
Non-current liabilities	-	-	-	-
Total liabilities	1,288	3,100	-	4,388
Net assets	57,359	-18,812	-36,486	**2,061 **
Equity
Contributed equity	38,516	-	-36,486	2,030
Reserves	375	-	-	375
Retained earnings	18,265	-15,712	-	2,553
Less restructuring	-	-3,100	-	-3,100
and contingency
costs provision
Total parent entity	57,156	-18,812	-36,486	1,858
interest
Non-controlling	203	-	-	203
interest
Total Equity	57,359	-18,812	-36,486	**2,061 **

Page 6

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

Basis of preparation of pro-forma financial information

The pro-forma financial information has been prepared on the following basis:

• (a) Adjustments have been made to take into account actual or anticipated material changes to the financial position of the Company since 31 December 2014 up to the date of this explanatory statement that are known to the directors of the Company. These are:

• (1) a reduction of $15,711,560.10 in cash and cash equivalents, and a commensurate reduction in retained earnings, due to the payment of an unfranked dividend of $0.09 on 20 March 2015;

• (2) an increase of $3,100,000.00 in provisions for liabilities, being the directors’ estimate of restructuring and contingency costs associated with the Company’s exit from its Chinese businesses and other changes to its investments and on-going operations; and

• (3) an increase of $2,754,000.00 in cash and cash equivalents, and a commensurate reduction in other financial assets, due to the sale of the Company’s investments in hybrid securities.

• (b) As a result of the proposed buy-back, the Company’s cash and contributed equity account will be reduced by $36,485,958.74 (being the consideration to be paid to shareholders assuming there will continue to be 1,022 shareholders and the number of shares the Company offers to buy back from each shareholder is rounded up).

Managing director’s long term incentive

As previously announced to ASX, the Company has agreed a long term incentive plan with its managing director, Tony Robinson, under which he (or his nominee) could either be issued with up to 3.6 million fully paid ordinary shares (for no cash consideration) or be paid the market value of those shares, subject to the satisfaction of a number of conditions.

In view of the managing director’s work in restructuring the Company and redressing actual and potential loss making investments that has resulted in the Company’s financial position such that it is able to pay a dividend and buy back shares, the directors (other than the managing director) have determined that those conditions have been satisfied and, subject to shareholders approving the proposed buy-back, the managing director is entitled to an amount up to the market value of the shares he would otherwise have been issued, based on the volume weighted average price of the Company’s shares over the 20 trading days ended on 20 February 2015, less certain adjustments.

In the circumstances, if shareholder approval is obtained, the managing director will receive his long term incentive entitlement in cash and no shares will be issued to him.

Page 7

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

Source of funds

The consideration payable for shares bought back by the Company will be funded from the Company’s existing cash reserves.

Franking credits

There is not expected to be any effect on the Company’s franking credits account in consequence of the buy-back.

3.5 Recent sale prices

Set out below are some recent prices at which the Company shares have traded on ASX:

• (a) The latest recorded sale price of a share on the day before the buy-back was announced by the Company to ASX on 21 April 2015 was $0.215.

• (b) The highest and lowest ASX recorded sale prices of a share during the 3 month period ended on the day before the date of that announcement were $0.215 on 14 April 2015 and 20 April 2015, and $0.1724 on 20 January 2015 respectively.

• (c) The volume weighted average price of shares sold on ASX over the 3 month period ended on the day before the date of that announcement was $0.1978.

• (d) The latest ASX recorded sale price of a share in the Company before the date of this explanatory statement was $0.215 on 14 April 2015.

• (e) The highest and lowest ASX recorded sale prices of a share in the Company during the 3 months immediately before the date of this explanatory statement were $0.215 on 14 April 2015 and $0.1724 on 19 January 2015 respectively.

• (f) The volume weighted average price of shares in the Company sold on ASX over the 3 month period ended on the day before the date of this explanatory statement was $0.1978.

3.6 No material prejudice to creditors

Section 257A of the Corporations Act states that a company may buy back its own shares if the buy-back does not materially prejudice the company’s ability to pay its creditors.

The directors of the Company believe that the proposed buy-back will not materially prejudice the Company’s ability to pay its creditors, having regard to the expected impact of the reduction on the Company’s financial position as noted in section 3.4 above.

3.7 Shareholder approval

It is a requirement of section 257B(1) of the Corporations Act that the buy-back be approved by shareholders by ordinary resolution under section 257C of the

Page 8

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

Corporations Act if the buy-back is an ‘equal access scheme’ which exceeds the ‘10/12 limit’.

Under section 257B(2), a buy-back is an equal access scheme if:

• (a) the offers under the scheme relate only to ordinary shares;

• (b) the offers are to be made to each holder of ordinary shares to buy back the same percentage of ordinary shares held by the holder (ignoring differences in the offers introduced solely to ensure that each shareholder is left with a whole number of shares);

• (c) all holders of ordinary shares have a reasonable opportunity to accept the offers made to them;

• (d) buy-back agreements are not entered into until a specified time for acceptances of offers has closed; and

• (e) the terms of the offers are the same for each holder of ordinary shares.

A share-buy back by a company would exceed the 10/12 limit if the number of votes attaching to:

• (a) all the voting shares in the company that have been bought back during the last 12 months; and

• (b) the voting shares that will be bought back if the proposed buy-back is made;

would exceed 10% of the smallest number (at any time during the last 12 months) of votes attaching to voting shares of the company.

The proposed buy-back has been designed as an equal access scheme and the Company proposes to buy back 95% of the votes attached to voting shares in the Company (because a right to 1 vote is attached to each share in the Company).

Accordingly, the proposed buy-back by the Company is an equal access scheme which exceeds the 10/12 limit, and must be approved by a resolution passed at a general meeting of the Company by more than 50% of the votes cast by members entitled to vote on the resolution. If the resolution is passed by this majority, the requisite shareholder approval will be obtained.

The board of directors of the Company has resolved that the buy-back (including payment to shareholders of consideration for shares bought back) will only occur once all of the above requirements have been met.

3.8 Independent expert report

The Company has engaged an independent expert, Wilson Hanna, to provide a report to shareholders with a valuation of the Company’s shares to assist shareholders in deciding how to vote on the resolution. A copy of the report is set out in section 5.

Page 9

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

The independent expert has concluded that the buy-back is fair and reasonable to shareholders.

3.9 Directors’ interests

As at the date of this explanatory statement, the interests in the buy-back of directors who may participate in it are as follows:

Ross Burney

CI No 2 Pty Ltd, part of Taverners Group, currently has a relevant interest in 57,586,423 shares in the Company (which is over 32% of the Company’s issued shares). Ross Burney is a director of that company.

Tony Robinson

Tony Robinson does not currently have a relevant interest in any shares in the Company. However, see section 3.4 for details of the entitlement of the managing director under his long term incentive if shareholders approve the buy-back.

Hugh Robertson

Bungeeltap Pty Ltd as trustee for the H & B Robertson Super Fund has a relevant interest in 150,000 shares in the Company (which is approximately 0.09% of the Company’s issued shares). Hugh Robertson is a director and shareholder of that company, and a beneficiary of that superannuation fund.

Except as described above or elsewhere in this explanatory statement:

• (a) there is no agreement or arrangement made between any director of the Company and another person in connection with or conditional on the outcome of the buyback; and

• (b) no director of the Company has any material personal interests where the effect of the buy-back on those interests is or will be different from the effect on the like interests of other persons.

3.10 Directors’ recommendation

The directors of the Company recommend that shareholders vote in favour of the resolution, and they each intend to vote all the shares in the Company they own or control in favour of the resolution.

Taverners Group, which has a relevant interest in over 32% of the issued shares in the Company, has informed the directors that it also intends to vote all the shares in the Company it owns or controls in favour of the resolution.

Page 10

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

4. Taxation considerations

Share buy-back

Based on tax advice the Company has received, the directors believe that for an Australian resident taxpayer holding shares on capital account, the entire consideration of $0.22 for each share that is proposed to be bought back by the Company under the buy-back should be treated as capital proceeds for the purposes of the Australian income tax legislation.

However, the Commissioner of Taxation does have a discretion to determine that some or all of the consideration be taken to be an unfranked dividend in certain circumstances. If the Commissioner makes such a determination, the amount of the consideration which is taken to be an unfranked dividend will be assessable income, taxable at shareholders’ respective marginal income tax rates (and may also be subject to withholding tax).

While the Company has also obtained tax advice that, in the circumstances of the buyback, the Commissioner should not exercise his discretion to deem any part of the consideration to be an unfranked dividend, it is nevertheless open to the Commissioner to do so. In the circumstances, the Company intends to apply to the ATO for a class ruling to confirm that the Commissioner will not exercise his discretion to deem any part of the consideration to be an unfranked dividend.

The Company will make an announcement to ASX regarding the ruling, once received.

However, in the interests of not delaying the proposed buy-back, the Company has decided to call the general meeting without the benefit of the ruling, in spite of the tax outcome for individual shareholders not yet having been confirmed.

If the Commissioner does make the determination mentioned above, then the consideration will be treated as an unfranked dividend (to the extent of that determination), taxable at shareholders’ respective marginal income tax rates.

If none of the consideration is taken to be an unfranked dividend, the entire consideration will be capital proceeds for an Australian resident taxpayer holding shares on capital account. Similarly, if a portion of the consideration is treated as an unfranked dividend, the balance of the consideration will be capital proceeds for such a taxpayer. Generally speaking, the main Australian tax implications of receiving such capital proceeds for an Australian resident taxpayer that is an individual, company, trustee of a complying superannuation fund or trustee of a family discretionary trust who holds shares in the Company on capital account (acquired after 19 December 1985) are set out below:

• (a) The taxpayer will realise a capital gain to the extent the capital proceeds received for the taxpayer’s shares bought back by the Company exceed the cost base of the shares sold, or a capital loss to the extent those proceeds are less than that cost base. Generally, the cost base for a share is the amount the shareholder paid to acquire it, together with certain other costs associated with acquiring, holding and disposing of the share.

Page 11

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

• (b) The taxpayer will be required to include the amount of any capital gain in the taxpayer’s Australian taxable income, and may use any capital loss to offset future capital gains made by the taxpayer.

• (c) Where a capital gain arises and the taxpayer is an individual or trustee of a complying superannuation fund who has held the shares for more than 12 months prior to the buy-back, the taxpayer should be eligible to claim the CGT discount when calculating the capital gain. The CGT discount for an individual is 50% and for a complying superannuation fund trustee is 33⅓%. For a taxpayer that is a beneficiary of a family discretionary trust that distributes the capital gain to beneficiaries of the trust who are individuals resident in Australia such that they include the capital gain as part of their Australian taxable income, those individuals should also be eligible to claim the CGT discount of 50% when calculating their share of the capital gain if the family discretionary trust has held the shares for more than 12 months. Company shareholders are not eligible for the CGT discount.

Company not providing tax advice

The above summary of taxation considerations is based on the Australian income tax legislation in force as at the date of this explanatory statement. However, taxation laws are complex and there could be implications in addition to those generally described above. In particular, the above is not intended to be comprehensive and does not address the tax considerations applicable to shareholders that may be subject to special tax rules, nor does it address any foreign tax law ramifications resulting from the buyback. It focuses on the situation of Australian resident shareholders holding shares on capital account. The Company cannot, and does not, offer any advice to any shareholder on the tax implications of the buy-back on them. Shareholders should consult their own professional taxation advisers for advice applicable to their individual needs and circumstances. No responsibility is accepted for the tax implications of the buy-back on any shareholder.

Page 12

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

5. Independent expert report

==> picture [452 x 641] intentionally omitted <==

Page 13

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 14

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 15

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 16

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 17

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 18

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 19

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 20

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 21

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 22

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 23

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 24

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 25

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 26

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 27

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 28

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 29

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 30

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 31

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 32

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 33

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 640] intentionally omitted <==

Page 34

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 35

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 36

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 37

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 38

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 39

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [453 x 642] intentionally omitted <==

Page 40

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

6. Offer terms

The following is an edited extract of the relevant sections of the proposed share buyback offer document containing the offer terms.

==> picture [453 x 593] intentionally omitted <==

Page 41

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 42

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 43

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 44

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 45

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 641] intentionally omitted <==

Page 46

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

==> picture [452 x 642] intentionally omitted <==

Page 47

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

7. No other information

Other than as set out in this explanatory statement and in the accompanying notice of meeting, there is no other information known to the Company that is material to the decision on how to vote on the proposed buy-back under the resolution (except information which it would be unreasonable to require the Company to disclose because the Company had previously disclosed it to its shareholders).

8.

Glossary

In this explanatory statement, unless the context otherwise requires, the following definitions apply:

ASX ASX Limited ACN 008 624 691 or the Australian Securities Exchange operated by ASX Limited, as the context requires ATO Australian Taxation Office Company OnCard International Limited ACN 084 800 902 Corporations Act Corporations Act 2001 (Cth) CGT capital gains tax

Page 48

Explanatory statement

==> picture [57 x 15] intentionally omitted <==

Corporate directory

Company

OnCard International Limited Level 7, 330 Collins Street Melbourne VIC 3000

Directors

Mr Ross Burney (chairman) Mr Tony Robinson (managing director) Mr Hugh Robertson

Company secretaries

Mr Mark Licciardo Mr Matthew Rowe

Independent expert

Wilson Hanna Level 6, 370 St Kilda Road Melbourne VIC 3004

Lawyers

Norton Gledhill Level 23, 459 Collins Street Melbourne VIC 3000

Share registrar

Advanced Share Registry Ltd 110 Stirling Highway Nedlands WA 6009

Page 49

OnCard International Limited ACN 084 800 902

==> picture [57 x 16] intentionally omitted <==

Proxy form

I/We being a member/members of OnCard International Limited ( Company ) appoint:

Name and address of first proxy	To represent the following % of my/our voting rights
Name and address of second proxy	To represent the following % of my/our voting rights

or, failing the person(s) named or if no person is named, the chairman of the meeting to represent all of my/our voting rights, as my/our proxy to vote, and otherwise to act generally, on my/our behalf at the general meeting of the Company to be held on Monday 25 May 2015 and at any adjournment of the meeting.

The chairman of the meeting intends to vote undirected proxies held by the chairman in favour of the resolution.

If you wish to direct your proxy how to vote, please indicate by marking the appropriate box below. Otherwise, the proxy may vote as he/she thinks fit.

Business Resolution — share buy-back Security holder 1 Signature Print full name Director/sole director and sole company secretary	For � Security holder 2 Signature Print full name Director/company secretary	Against Abstain � � * Security holder 3
		Signature
		Print full name
		*Sole director (no company secretary)

*Delete if (or whichever is) inapplicable

If this form is signed on behalf of a security holder under power of attorney, each attorney states that he or she has not received any notice of revocation of the power of attorney by death of the grantor or otherwise. If this form is signed by a security holder that is a company each person signing certifies that he or she holds the office of director of the company or such other office with the company as shown and is authorised to complete and sign this form for the company, and if only one person signs, he or she is the sole director and sole company secretary of the company unless expressly stated otherwise. Where a person signs just as sole director of the company, he or she certifies that the company does not have a company secretary.

Notes:

1. Complete and sign where indicated above.

2. For information on where and how to lodge this proxy form and the deadline for lodgement, please refer to the notes to the notice of meeting which accompanies this form.

3. A company may sign by 2 directors or a director and secretary or, for a proprietary company that has a sole director who is also the sole company secretary (or that does not have a company secretary), that director.

Signing of Form

Each person registered as the holder of the above shares must sign the proxy form personally or by a duly appointed attorney or agent. If a proxy is given by a corporation, the appointment of your proxy must be in writing and executed under your common seal or signed by a director or secretary or your attorney.

If a proxy is executed by an attorney of a shareholder the attorney must declare that the attorney has no notice of revocation of the power of attorney and the relevant power of attorney, if it has not already been noted by the Company, must accompany the form of proxy.

Appointment of Proxies

A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy. A proxy need not be a shareholder of the Company.

If you are a shareholder entitled to cast two or more votes at the meeting, you may appoint not more than two proxies and may specify the proportion of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy is deemed to exercise half of your votes. If required, an additional proxy form can be obtained by telephoning the Company’s share registry.

Recent changes to the law have impacted on the way proxies vote at company meetings. Broadly, these changes include that:

• If a proxy holder votes, they must cast all directed proxies as directed; and

• Any directed proxies which are not voted will automatically default to the Chairman who must vote the proxies as directed.

For further details of these changes you should consult your professional adviser.

Lodgment of Proxy Form

To be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting, namely by 10:30 am (Melbourne time) on Saturday 23 May 2015.

• (a) at the Company’s share registrar, Advanced Share Registry Services, by:

• (1) hand delivery to 110 Stirling Highway, Nedlands, Western Australia, 6009;

• (2) post to PO Box 1156, Nedlands, Western Australia, 6909; or

• (3) facsimile on 08 9262 3723 (within Australia) or +61 8 9262 3723 (outside Australia); or

• (b) at the registered office of the Company by:

• (1) hand delivery or post to Level 7, 330 Collins Street, Melbourne, Victoria, 3000; or

• (2) facsimile on 03 9602 4709 (within Australia) or +61 3 9602 4709 (outside Australia).