THORNEY OPPORTUNITIES LTD — AGM Information 2009

Nov 11, 2009

Wentworth Holdings Limited ACN 080 167 264

2009 Notice of Annual General Meeting

Wentworth Holdings Limited ABN 41 080 167 264 (“Company”)

Notice of annual general meeting

Notice is given that the annual general meeting of members of the Company will be held at the offices of Deliotte Touche Tohmatsu, 550 Bourke Street, Melbourne Victoria, 3000 on 16 December 2009 at 10.00 am.

Annual financial and other reports

To receive the Company’s financial report, directors’ report and auditor’s report for the financial year ended 30 June 2009.

Resolution 1 – Adoption of remuneration report

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

“That the remuneration report of the Company presented at the meeting and signed by the chair for the purposes of identification be received and adopted.”

Resolution 2 – Election of Vaughan Webber

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

“That Vaughan Webber, who was appointed as a director on 31 August 2009 and who retires in accordance with the Company’s constitution and being eligible offers himself for election be elected as a director of the Company.”

Resolution 3 – Re-election of Colin Neil Cowden

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

“That Colin Neil Cowden, who retires by rotation in accordance with rule 6.1(f) of the Company’s constitution and being eligible, stands for re-election, be re-elected as a director of the Company.”

Resolution 4- Approval of issue of shares to Fadmoor Pty Limited

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

“That the issue of 7,357,491 ordinary shares in the Company on the terms set out in the Explanatory Notes forming part of this Notice of Meeting be approved for the purpose of rule 7.4 of the ASX Listing Rules and for all other purposes”.

Resolution 5- Approval to issue options to Charles Michael Tarbey or his nominee

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

“That in accordance with the provisions of Listing Rule 10.11, and for all other purposes, the shareholders approve the issue of up to 15 million options to subscribe for fully paid ordinary shares in the Company to Charles Michael Tarbey (Executive Director of the Company) or his nominee, the details of which are set out in the Explanatory Notes forming part of this Notice of Meeting.”

By the order of the board

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Ron Hollands Company Secretary 11 November 2009

Information for Members

Shareholders who are entitled to vote

The Company has determined that for the purpose of voting at the meeting, shares will be taken to be held by those members recorded in the Company’s Register of Member as at 10.00 a.m. (Melbourne Time) on Monday, 14 December 2009 at 10am.

Proxy Votes

A member entitled to attend and vote at the meeting may appoint a proxy. The person appointed may be an individual or a body corporate. If entitled to cast two or more votes, the member may appoint one or two proxies

Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of the member’s voting rights. If the proportion is not specified, each proxy may exercise half of the members voting rights. Fractional votes will be disregarded.

Please read carefully the instructions on the proxy form and consider how you wish to direct the proxy to vote on your behalf. You may direct the proxy to vote “for”, “against” or “abstain” from voting on each resolution or you may leave the decision to the appointed proxy after discussion at the meeting.

A proxy need not be a member of the Company

The proxy form must be signed by the member or the member’s attorney. Proxies given by a corporation must be signed in accordance with the corporations’ constituent documents, or as authorised by the Corporations Act.

To be valid, the Proxy Form must be lodged at least 48 hours before the time for holding the meeting by one of the following methods:

• By mail or in person at the registered office of the Company, 144 Church Street Brighton Victoria 3186.

• By facsimile to the registered office of the Company on 03 9592 3405.

If the Proxy Form is executed under a power of attorney that has not been noted by the Company, the power of attorney must accompany the Proxy Form.

In the case of joint shareholder, the names of all joint shareholders should be shown and all joint shareholders should sign the Proxy Form.

Corporations

A corporation that is a member or a proxy may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative’s appointment, which must be lodged with or presented to the Company before the meeting.

Voting Exclusion Statement

Under Listing Rule 14.11 of the ASX Listing Rules, the Company will disregard any votes cast on Resolution 4 by Fadmoor Pty Limited, who participated in the issue of securities, and, an associate of Fadmoor Pty Limited who participated in the issue of securities.

However, 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; 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.

Under Listing Rule 14.11 of the ASX Listing Rules, the Company will disregard any votes cast on Resolution 5 by Charles Michael Tarbey, who will participate in the issue of securities, and, an associate of Charles Michael Tarbey who will participate in the issue of securities.

However, 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; 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

Annual Report - Online

Wentworth Holdings Limited Annual Report for the year ended 30 June 2009 is available on the Company’s website at www.wentworth.com.au

Explanatory Notes

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 the annual general meeting of the Company to be held 16 December 2009 at 10am.

If you have any questions regarding the matters set out in this explanatory statement (or elsewhere in this notice of annual general meeting) please contact the Company, or your stockbroker or other professional adviser.

2. Resolution 1 – Adoption of remuneration report

There will be an opportunity for shareholders at the meeting to comment on and ask questions about the remuneration report, which appears on pages 11 to 18 of the Company’s 2009 annual report.

The vote on the proposed resolution adopting the remuneration report is advisory only and will not bind the Company or its directors. However, the board will take the outcome of the vote into consideration when reviewing the Company’s remuneration policy and practices. The directors recommend that shareholders vote in favour of resolution 1.

3. Resolution 2 – Election of Vaughan Webber

Mr Vaughan Webber was appointed a director since the last Annual General Meeting of the Company and is required by the Company’s Constitution to retire from office at this Annual General Meeting. Mr Webber offers himself for election.

Vaughan Webber is an experienced finance professional with a background in chartered accounting at a major international accountancy firm and more recently in corporate finance servicing the Australian capital markets.

The directors (other than Mr Webber) recommend that shareholders vote in favour of resolution 2.

3. Resolution 3 – Re-election of Colin Neil Cowden

Rule 6.1(f) of the Company’s constitution provides that at every annual general meeting of the Company, one-third of the directors (rounded down, if necessary, to the nearest whole number) and any other director who, if he or she does not retire, will at the conclusion of the meeting have been in office for 3 or more years or for 3 or more annual general meetings since he or she was last elected to office, must retire from office. The director or directors to retire are those who have been longest in office since their last election but, as between persons who were last elected as directors on the same day, those to retire are to be determined by agreement amongst themselves or, in the absence of agreement, by lot. A retiring director is eligible for re-election.

In accordance with these requirements, Mr Cowden retires by rotation at this year’s annual general meeting and, being eligible, stands for re-election.

Details of Colin’s experience and qualifications are contained in the Company’s 2009 annual report on page 5.

The directors (other than Mr Cowden) recommend that shareholders vote in favour of resolution 3.

4. Resolution 4- Approval of issue of shares to Fadmoor Pty Ltd

Resolution 4 is being put before shareholders in accordance with ASX Listing Rules 7.1 and 7.4.

In 2008, Fadmoor Pty Ltd loaned the Company $1 million for working capital purposes. Under the terms of that loan, the Company issued the following shares to Fadmoor Pty Ltd:

Date of issue	Number of shares issued	Price per share	Use of funds
1 April 2008	1,500,000	$0.08	Non cash facilityfee
9 February 2009	2,519,856	$0.0586	Non cash financing charge
15 October 2009	4,837,635	$0.063	Non cash financing charge
Total number of shares issued in the past 12 months	7,357,491

The loan was used for working capital purposes and has now been repaid in full.

The funds raised on each issue of shares were applied in payment of fees and charges due under the terms of the loan on the basis set out in the table above. The shares issued to Fadmoor Pty Ltd rank pari passu in all respects with the Company’s issued ordinary shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying these issues, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior shareholder approval.

The directors recommend that shareholders vote in favour of resolution 4.

5. Resolution 5- Approval to issue up to 15 million options to Charles Michael Tarbey or his nominee

Resolution 5 seeks the approval of shareholders for the issue of up to 15 million options to subscribe for fully paid ordinary shares (Options) to Charles Michael Tarbey (Executive Director of the Company) or his nominee.

There is no issue price for these Options as the Options will be granted for no consideration.

The key terms of the Options are as follows:

• the exercise price of each Option is $0.06;

• the Options are exercisable wholly or in part at any time from day of issue and will expire on the date that is 3 years from the date of issue;

• each Option shall entitle Charles Michael Tarbey or his nominee to acquire one share in the capital of the Company;

• each Option may be exercised by delivering to the registered office of the Company a notice in writing during the period referred to above stating the intention of Charles Michael Tarbey or his nominee to exercise a specified number of options, accompanied by an option certificate, if applicable, and a cheque made payable to the Company for the subscription monies due, subject to the funds being duly cleared funds. The exercise of only a portion of the Options held does not affect the holder’s right to exercise the balance of any Options remaining;

• all shares issued on exercise of the Options will rank pari passu in all respects with the Company’s then issued shares. These Options will be unlisted; and

• the Options are not transferable.

Should all of the Options be exercised, the Company will raise a total of $900,000.

The Company intends to issue the Options as soon as practicable after the Meeting and in any event within one (1) month from the date of the Meeting.

The Options are being issued to Charles or his nominee as part of his remuneration.

Listing Rule 10.11

Listing Rule 10.11 requires shareholder approval for a company to issue equity securities to a related party. A “related party” for the purposes of the Listing Rules is defined widely and includes a director of the public company and his associated entities. Accordingly, Charles Michael Tarbey or his nominee are related parties of the Company.

Approval for the issue of the Options to Charles Michael Tarbey or his nominee is sought in accordance with the provisions of Listing Rule 10.11. By reason of ASX Listing Rule 7.2 (Exception 14), if the approval of the Shareholders for the issue of these Options is obtained pursuant to Listing Rule 10.11, separate approval is not required pursuant to Listing Rule 7.1. This means that the issue of these Options will not erode the Company’s ability to issue equity securities up to the 15% limit prescribed by the ASX Listing Rule 7.1 without further shareholder approval.

Impact on Director’s interest in the Company

Details of the interest of Charles Michael Tarbey, together with the interests of his associated entities, in the Company are set out below.

	Current		Following exercise of all Options		Performance Shares (approved but not yet issued)1
	No. of shares	% of total shares on issue	No.	% of total shares on issue	No.	% of total shares on issue
Entities associated with Charles Michael Tarbey	11,715,000	4.97	26,715,000	10.65	34,215,000	13.24
Total shares on issue	235,924,305	100.00	250,924,305	100.00	258,424,305	100.00

Impact on Capital of the Company

The Company currently has on issue 235,924,305 ordinary class shares.

The shares issued on exercise of all Options will represent a total of 6.36% of the total shares on issue of the Company at the date of this notice. The shares approved to be issued at the 2008 AGM, subject to meeting of performance ‘hurdles’, will represent at total of 3.18% of the total shares on issue of the Company at the date of this notice.

The directors (other than Mr Tarbey) recommend that shareholders vote in favour of resolution 5.

1 Based on current and forecast EBITDA, it is anticipated that 7,500,000 shares will be issued within approximately 10 months from the date of this notice.