TPC CONSOLIDATED LIMITED — AGM Information 2012

Sep 26, 2012

TEL.PACIFIC LIMITED ABN 99 073 079 268

NOTICE OF ANNUAL GENERAL MEETING

to be held at 12.00pm on Wednesday 31 October 2012 at the offices of Tel.Pacific Limited Level 10, Tower B, The Zenith 821 Pacific Highway Chatswood NSW 2067

Shareholders who have elected not to receive a printed copy of the Company’s 2012 Annual Report may obtain a copy from the Company’s website www.telpacific.com.au under “Corporate and Investor Info”.

Registered Office: Level 10, Tower B, The Zenith 821 Pacific Highway Chatswood NSW 2067

1300 731 574

Tel.Pacific Limited ABN 99 073 079 268

Notice is hereby given that the Annual General Meeting (“the Meeting”) of Tel.Pacific Limited (“the Company”) will be held at 12.00pm on Wednesday 31 October 2012 at the offices of Tel.Pacific Limited, Level 10, Tower B, The Zenith 821 Pacific Highway, Chatswood NSW 2067.

ORDINARY BUSINESS

Consideration of Financial Report

To consider the Financial Report and the reports of the Directors and Auditors for the year ended 30 June 2012.

Neither the Corporations Act 2001 nor the Company’s Constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.

Remuneration Report

Resolution 1 Adoption of Remuneration Report

To consider and, if thought fit, pass the following non-binding resolution:

“That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors’ Report of the Company, for the year ended 30 June 2012 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting.”

- This resolution is advisory only and does not bind the Company or the directors.

- When reviewing the Company’s remuneration policies the directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting. - If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director / CEO) must stand for re-election.

Re-Election of Directors

Resolution 2 Re-election of Mr Stephe Wilks as a Director

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

“That Mr Stephe Wilks, being a Director of the Company, retires by rotation in accordance with the Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 2 in the notice of meeting.”

Resolution 3 Election of Mr Steve Picton

To consider and, if though fit, pass the following ordinary resolution:

“That Mr Steve Picton, who was appointed a Director during the year, retires in accordance with the Constitution and being eligible, offers himself for election, be elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting.”

Resolution 4 Election of Mr Ian Solomon

To consider and, if though fit, pass the following ordinary resolution:

“That Mr Ian Solomon, who was appointed a Director during the year, retires in accordance with the Constitution and being eligible, offers himself for election, be elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 4 in the notice of meeting.”

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Tel.Pacific Limited ABN 99 073 079 268

Resolution 5 Approval to Exempt from Listing Rule 7.1 Securities Issued Under the Employee Share Ownership Plan

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

“That for the purposes of ASX Listing Rule 7.2 (exception 9), the issue of securities under the Company’s Employee Share Ownership Plan, on the terms and conditions set out in the explanatory notes to resolution 5 in the notice of meeting, be approved as an exception to ASX Listing Rule 7.1."

Resolution 6 Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4

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

“That in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 16,078,039 fully paid ordinary shares in the capital of the Company, details of which are set out in the explanatory notes to resolution 6 in the notice of meeting.”

Resolution 7 Approval to issue shares to Mr Steve Picton in accordance with Listing Rule 10.11

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

“That approval be given for the purposes of ASX Listing Rule 10.11 and all other purposes, to allot and issue to Mr Steve Picton or his nominee, Shares in accordance with the terms summarised in the explanatory notes to resolution 7 in the notice of meeting.”

SPECIAL RESOLUTION

Resolution 8 Approval of 10% Placement Facility

To consider and, if thought fit, pass the following special resolution:

“That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

BY ORDER OF THE BOARD

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N J V Geddes

Company Secretary

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Tel.Pacific Limited ABN 99 073 079 268

VOTING EXCLUSIONS

In accordance with the Corporations Act 2001 and the Australian Securities Exchange Listing Rules, the Company makes the following statement:

The Company will disregard any votes cast on:

Resolution 1 - Adoption of Remuneration Report

By:

• 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 cast a vote on the resolution if:

• The person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution;

• The vote is not cast on behalf of a person described in subparagraphs (a) or (b) above; and

• The vote is cast by the Chairman, as the nominated proxy for a person who is permitted to vote, with express authorisation given to the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the key management personnel of the Company.

Resolution 5 - Approval to Exempt from Listing Rule 7.1 Options Issued Under the Employee Share Ownership Plan

By:

• a) Any Director;

• b) Any Employee that participates in the plan; and

• c) Any of their associates (within the meaning of the Corporations Act 2001).

Resolution 6 - Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4

By:

• a) Vendors of Gotalk Limited; and

• b) Any of their associates (within the meaning of the Corporations Act 2001)

Resolution 7 - Approval to issue shares to Mr Steve Picton in accordance with Listing Rule 10.11

By:

• a) Mr Steve Picton; and

• b) Any of his associates (within the meaning of the Corporations Act 2001)

Resolution 8 – Approval of 10% Placement Facility

By:

• a) A person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed; and

• b) Any associates of such a person (within the meaning of the Corporations Act 2001)

However, the entity 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 directors 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.

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Tel.Pacific Limited ABN 99 073 079 268

EXPLANATORY NOTES

This Explanatory Memorandum has been prepared for the shareholders of Tel.Pacific Limited to provide information about the items of business to be considered at the Annual General Meeting of shareholders to be held on Wednesday 31 October 2012. Shareholders are encouraged to read this document in full.

With the exception of Resolutions 1 and 8, all of the resolutions to be voted on are ordinary resolutions. Resolution 1 is a non-binding resolution and Resolution 8 is a Special Resolution. An ordinary resolution requires a simple majority of votes cast by shareholders entitled to vote on the resolution in order for it to be carried. A special resolution requires 75% of votes cast by shareholders entitled to vote on the resolution to vote in favour of the resolution in order for it to be carried.

If appropriate and if time permits, the Chairman will discuss significant issues raised by shareholders prior to the Meeting and will invite questions and comments from shareholders on these key issues and any other appropriate and relevant matters that shareholders would like to raise at the Meeting.

In addition, a reasonable opportunity will be given to members present at the Meeting to ask the Company’s auditor, PKF, questions relevant 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 the financial statements and the independence of the auditor. If you would like to submit a written question to PKF before the Meeting on any of the foregoing matters, please send your question to the Company Secretary, Nick Geddes, at ngeddes@austcosec.com.au before 24 October 2012.

If you have a more general issue or question that you would like discussed at the Meeting, please write to the Company Secretary, Nick Geddes, at the above address.

How will the Chairman vote as proxy if the Shareholder has not directed the Chairman to vote?

The Chairman intends to vote in favour of all Resolutions. If a Shareholder appoints the Chairman of the Annual General Meeting as proxy and does not direct the Chairman how to vote on a Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman will vote in favour of that Resolution.

Resolution 1 - Adoption of the Remuneration Report

Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption, by way of a non-binding resolution, its Remuneration Report for the year ended 30 June 2012.

The Remuneration Report is a distinct section of the annual Directors’ Report which deals with the remuneration of Directors and executives (which includes senior management) of the Company. The Remuneration Report can be located in the Company’s Annual Report on pages 10 to 14.

The resolution is advisory only and does not bind the Company or its directors. However the Board will consider the outcome of the vote and comments made by shareholders at the meeting on the remuneration report when reviewing the Company’s remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director / CEO) must stand for reelection. The Company encourages all shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the meeting is appointed as your proxy and you have not directed the Chairman how to vote on Resolution 1 by signing and returning the Proxy Form, the Shareholder is considered to have provided an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

Resolution 2 - Re-election of Stephe Wilks as a Director

Pursuant to Clause 6.4 of the Constitution and ASX Listing Rules, Mr Wilks will retire by rotation and seeks re-election.

Mr Wilks holds Bachelor of Science and Law degrees from Macquarie University and a Master of Laws from Sydney University.

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Tel.Pacific Limited ABN 99 073 079 268

He has over 15 years experience in the telecommunications industry in a variety of senior management roles including Regional Director Regulatory Affairs with BT Asia Pacific (1995 to 1998), Director Regulatory and Public Affairs at Optus, and Managing Director of XYZed Pty Limited (an Optus Company) (1998 to 2002), Chief Operating Officer of Nextgen Networks (2002 to 2003), Chief Operating Officer at Personal Broadband Australia and Consulting Director at NM Rothschild & Sons (2003 to 2005).

Mr Wilks is an active non-executive director with public and private company experience. He is presently a Non-Executive Director of Service Stream Limited, Tel.Pacific Limited and 3 Q Holdings Limited, and an Advisory Board member of the Network Insight Group.

The Board supports the re-election of Mr Wilks

Resolution 3 - Election of Mr Steve Picton

Pursuant to Clause 6.2c of the Constitution, Mr Picton will retire and seeks election. Mr Picton was appointed as an additional Director to the Board on 30 January 2012.

Mr Picton holds a Bachelor of Science and a Master of Science (Business) and is both a Chartered Engineer and a Member of The Institute of Company Directors. He is also a Sloan Fellow which was awarded to him in 1993 from the London Business School.

He has over 25 years experience in the telecommunications industry having held senior positions in British Telecom (BT) and AAPT prior to him forming gotalk in March 2000. Whilst in BT he was a General Manager within Global Account Management and held a number of international positions within the Business Development division. Having joined AAPT in 1996 initially in the new role of Director Marketing and the Group Director Strategic Development he spent the following 5 years responsible for Marketing, Strategic Planning and Business Development within the organization.

In his career Mr Picton has been a Board Director of 7 companies and is currently a Non Executive Director of Tel.Pacific Ltd.

The Board supports the election of Mr Picton.

Resolution 4 - Election of Mr Ian Solomon

Pursuant to Clause 6.2c of the Constitution Mr Solomon will retire and seeks election. Mr Solomon was appointed as an additional Director to the Board on 30 January 2012.

Mr Solomon holds a Bachelor of Commerce.

Mr Solomon held the position of Director (August 2011 to December 2011), Chief Financial Officer (November 2004 to June 2012) and Company Secretary (September 2005 to December 2011) of gotalk Pty Limited (formerly gotalk Limited). Prior to joining gotalk, he held the role of Director, Corporate Finance at Deutsche Bank.

The Board supports the election of Mr Solomon

Resolution 5 - Approval to Exempt from Listing Rule 7.1 Options Issued Under the Employee Share Ownership Plan

Australian Securities Exchange (‘ASX’) Listing Rule 7.1 prohibits a listed company from issuing or agreeing to issue new securities representing more than 15% of its total ordinary shares during the following 12 month period without shareholder approval.

Exception 9, Listing Rule 7.2, provides that shares or options issued under an employee incentive scheme (e.g. the Employee Share Ownership Plan) are excluded from this restriction provided that, within three years before the date of issue, the scheme and specifically issues of securities under it, has been approved by shareholders in general meeting.

The Company seeks to have options issued under the current Employee Share Ownership Plan excluded from the 15% limit.

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Tel.Pacific Limited ABN 99 073 079 268

This exception allows the Board flexibility to issue further ordinary shares (or options) up to the full 15% limit and without regard to shares (or options) issued under a properly exempted plan, but remains subject to other exceptions to the limit, such as bonus or rights issues.

Provided that the Company’s shareholders approve the potential issue of securities under the Employee Share Ownership Plan for three years after the 2012 Annual General Meeting, those securities will be outside the 15% restriction contained in Rule 7.1.

From time to time the Board examines businesses and companies that may be acquired, at the time of preparing this document, the Board has no plans to issue ordinary shares. Shareholder approval to Resolution 5 will simply give the Board the flexibility afforded by the exception to the 15% rule available under the ASX Listing Rules. The Board can then use this flexibility and use up to 15% of the issued capital for future capital raising or to fund acquisitions.

If Resolution 5 is not passed, the Board will continue to use the Employee Share Ownership Plan however securities issued under this plan will count towards the 15% restriction.

Summary of key terms

The following is a summary of the principal features of the Employee Share Ownership Plan. For full details of the operation of the Employee Share Ownership Plan, shareholders should read the Rules of the Employee Share Ownership Plan. Copies of the Rules are available upon request to the Company Secretary.

The ESOP is intended to operate by way of the Company issuing new shares to Participants, with an amount equal to the subscription price for those shares being loaned to the Participant by the Company. That loan is repaid over time by the Participant (whether through dividends, specific payments to reduce the loan, or on sale of the underlying shares) at which time the relevant cash becomes available to the Company.

The nature of the ESOP is that it should ultimately provide a working capital boost to the Company, as the funds for subscription of new shares are released to general working capital needs. However, in the early stages of the scheme, the Company lends out an amount equal to the subscription amount, and there is no immediate flow of funds to the Company.

Other than the costs of operation of the ESOP, which the Company believes will be nominal, the ESOP does not operate to reduce existing available funds to the Company to service its operating needs (internal or external) – the only risk is the extent to which the Company is able to capture full value for the subscription price of the issued shares over time (and the potential dilution inherent in issuing further shares).

In the ‘worst case’ for the Company, a Participant is able to surrender the shares in full and final settlement of any outstanding loan amount, and – where the Company then sells those shares and realises less than the outstanding loan amount - it will recognise an accounting loss (however, again, without any corresponding cash impact).

The Company believes that these measures ensure that the ESOP works in favour of all stakeholders, and does not materially prejudice shareholders or creditors.

Participation: Any person who is:

• (a) an employee of the Company or any of its subsidiaries; or

• (b) a director of the Company or any of its subsidiaries who holds a salaried employment or office in the Company or a subsidiary;

(“Eligible Employee”) will be eligible to participate in the ESOP. Participation by an eligible director would currently require separate specific shareholder approval under rule 10.14 of the ASX Listing Rules except where the participation were by way of a purchase of securities on the stock market of ASX Limited by, or on behalf of, the eligible director.

Participation is by invitation of the directors only.

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Tel.Pacific Limited ABN 99 073 079 268

Acquisition of shares: The ESOP provides for the acquisition for the benefit of Eligible Employees of ordinary shares in the Company. The acquisition may be made by a trust to be established for the benefit of Eligible Employees.

Acquisition price: Shares will be allotted at the then prevailing price of ordinary shares in the Company with payment for the acquisition of shares provided by the Company through the provision of loans.

Control of shares: Where an Eligible Employee participates in the ESOP and shares are acquired for the benefit of the Eligible Employee, the terms of participation authorise the Company to do all that is necessary or appropriate for the Company to ensure the shares are not disposed of or encumbered prior to the satisfaction of any restrictions on dealing including by applying a holding lock in respect of the shares. The holding lock period is for a period of ten years, until the shares are sold in accordance with the Plan, or until the Eligible Employee leaves the Company or the ESOP is terminated. In all cases, the holding lock itself is not released until repayment in full of the financial assistance,

During the term of the holding lock period an Eligible Employee is not free to deal with the shares, although they may make a disposal request to the Company. Where such a request is accepted, the Company will seek to sell the shares and credit the Participant with the proceeds of the sale (less any amount required to repay the financial assistance).

Any employee that is dismissed for cause or fraud will forfeit their ESOP shares.

Where shares are sold under the ESOP, the Company will usually seek to do so ‘on market’, and the price realised for those shares will be the actual price received. However, where an on market sale would prove difficult, the Company has allowed flexibility in the ESOP to have the shares sold into a Company buy back arrangement or held by the Trustee directly, no longer on trust for the Participant, in which case the value realised would be deemed to be the three month volume weighted average price of the Company’s shares up to that time.

Limit on issues: The number of shares that may be acquired by Eligible Employees under the ESOP is no more than 10% of the then issued share capital of the Company.

Ranking of shares: All new fully paid ordinary shares issued under the ESOP will rank from the date of issue equally with the other fully paid ordinary shares in the Company then on issue (although they will not participate in any dividends the record date for which occurred before the date of issue). Further, the Company will apply to ASX for the quotation of any fully paid ordinary shares issued under the ESOP, except if they are subject to restrictions on disposal, in which case quotation may not be applied for unless and until required under the ASX Listing Rules.

Amendments to the rules of the ESOP: The Company may amend the rules of the ESOP, subject to any requirements of the Corporations Act and subject to obtaining any approval of shareholders required under the ASX Listing Rules.

Suspension or termination of ESOP: The Company may suspend the operation of the ESOP or terminate it at any time. Suspension or termination would not prejudice the existing rights of any person who previously acquired shares under the plan.

Provision of loans: The ESOP also allows the Company to provide loans to Eligible Employees to fund the subscription for shares offered to Eligible Employees.

Terms of loans: The loans that may be provided to Eligible Employees to fund the acquisition of shares are to be on such terms as are determined by the Board. Further, the ESOP specifically provides that a loan provided to an Eligible Employee may be:

• (a) interest free;

• (b) non-recourse;

• (c) satisfied by payment to the Company of the proceeds of the sale of the Eligible Employee’s shares or by the transfer of those shares to the Company or its nominee; and

• (d) secured (including by the Company taking security over the shares in the Company acquired by the Eligible Employee under the ESOP).

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Tel.Pacific Limited ABN 99 073 079 268

Further, where a loan is provided to fund the acquisition of shares, subject to the terms of the relevant loan agreement, the shares may not, without the prior written consent of the Company, be sold, transferred, mortgaged, charged or otherwise disposed of or encumbered prior to repayment of the loan.

It is anticipated that the loan amount will reduce over time, whether by the application of 60% of any dividends paid over the period, separate payments by the Participant, or by a repayment on sale of the shares. In all cases, the loan amount must be fully repaid to remove the holding lock from the shares.

Number of Securities Issued Since Last Approval.

No securities have been issued since last approval.

The directors recognise the need to maintain flexibility and recommend that the shareholders approve the exception of shares issued under the ESOP from the 15% limit in Listing Rule 7.1.

Resolution 6 - Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4

ASX Listing Rule 7.1 imposes a cap on the number of securities that a company may issue within the 12 month period. ASX Listing Rule 7.4 provides that an issue of equity securities made without Shareholder approval under Listing Rule 7.1 is treated as having been made with Shareholder approval for the purposes of Listing Rule 7.1 if the holders of ordinary securities subsequently approve it, and the issue did not breach Listing Rule 7.1. The issues of the shares described below did not breach any Listing Rules and shareholder ratification to those issues is now sought.

In order to restore the Company’s capacity to issue shares, it is proposed that the Members ratify the issue of ordinary shares as detailed below. Ratification provides the Company with flexibility in capital management and allows the Company to make further issues for working capital or other purposes as required.

As a result of the acquisition of the business of Gotalk Limited, on 23 December 2011 the Company issued 16,078,039 ordinary shares at $0.0533 each by way of consideration for the purchase of Gotalk Limited. The issued securities ranked equally with the shares already on issue.

Resolution 7 - Approval to issue shares to Mr Steve Picton in accordance with Listing Rule 10.11

ASX Listing Rule 10.11 requires that shareholder approval for the proposed issue of shares be obtained. Approval is to be given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

The Board is recommending that Members approve the grant of a total of 2,837,301 fully paid ordinary shares in the capital of the Company to Steve Picton

. The proposed grant is in respect of fully paid ordinary shares at a valuation of $0.0533 per share that are to be issued as part of consideration for the purchase of Gotalk Limited.

If approved, the fully paid ordinary shares will be issued pari passu to existing securities and not subject to a trading lock.

The shares will be issued within one month from the date of the Meeting.

Resolution 8 - Approval of 10% Placement Facility

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

The Company is now seeking shareholder approval by way of a Special Resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

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Tel.Pacific Limited ABN 99 073 079 268

At the date of the Notice, the Company has on issue 123,264,964 Shares and therefore has a capacity to issue:

• (i) 18,489,745 Equity Securities under Listing Rule 7.1 (assuming that Resolutions 6 and 7 are passed); and

• (ii) Subject to Shareholder approval being granted under Resolution 8, 12,326,496 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• (i) The date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) If the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier of:

• (i) The date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) The date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 12.2 (disposal of main undertaking);

or such longer period if allowed by ASX ( 10% Placement Period) .

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

• (i) The date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) If the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 8 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset;

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

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Tel.Pacific Limited ABN 99 073 079 268

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

			Dilution
Variable “A” in Listing Rule 7.1A2		$0.010 50% decrease in Issue Price	$0.020 Issue Price	$0.040 100% increase in Issue Price
Current Variable A 123,264,964 Shares	10% Voting Dilution	12,326,496 Shares	12,326,496 Shares	12,326,496 Shares
	Funds raised	$123,265	$246,530	$493,060
50% increase in current Variable A 184,897,446 Shares	10% Voting Dilution	18,489,745 Shares	18,489,745 Shares	18,489,745 Shares
	Funds raised	$184,897	$369,795	$739,590
100% increase in current Variable A 246,529,928 shares	10% Voting Dilution	24,652,993 Shares	24,652,993 Shares	24,652,993 Shares
	Funds raised	$246,530	$493,060	$986,120

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Listed Options (including any Listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issue share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the 10% Placement facility, based on that Shareholder’s holding at the date of the Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listing Options, it is assumed that those Listed Options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is $0.02, being the closing price of the Shares on ASX on 10 September 2012.

• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 8 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.12 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

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Tel.Pacific Limited ABN 99 073 079 268

• (i) non-cash consideration for the acquisition of businesses or technology. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of businesses or technology (including expenses associated with such acquisition(s)), development expenditure on the Company’s current assets and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (iii) the methods of raising funds that are available in the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (iv) the effect of the issue of the Equity Securities on the control of the Company;

• (v) the financial situation and solvency of the Company; and

• (vi) advice from corporate, financial and broking advisors (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new businesses or technology, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

• (e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

11

Tel.Pacific Limited ABN 99 073 079 268

NOTES

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member’s behalf. If the member is entitled to cast two or more votes at the Meeting, the member may appoint not more than two proxies to attend and vote on the member’s behalf.

2. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a member of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member’s attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery, fax or email:

Tel.Pacific Limited

C/- Australian Company Secretaries Pty Ltd

Street address : Level 3, 70 Pitt, Sydney NSW 2000 Mailing address : GPO Box 4231, Sydney NSW 2001 Fax: +61 (02) 9233 4497 Email: proxy@austcosec.com.au

provided that members who forward their proxy forms by fax or email are required to make available the original executed form of the proxy for production, if called upon so to do, at the Meeting.

1. A corporate shareholder entitled to attend and vote at the Meeting may appoint a body corporate representative to attend and vote for the shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

Tel.Pacific Limited will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the Meeting.

1. For the purposes of the Annual General Meeting, persons on the register of members as at close of business on Monday, 29 October 2012 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

12

Tel.Pacific Limited ABN 99 073 079 268

Proxy Form

Please mark x to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We........................................................................................................................................................................................................

(PLEASE PRINT NAME)

Of........................................................................................................................................................................................................... (ADDRESS) being a Member/Members of Tel.Pacific Limited hereby appoint

The Chairman of the meeting OR 

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the meeting. 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 and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Tel.Pacific Limited to be held at the at the offices of Tel.Pacific Limited, Level 10, Tower B, The Zenith 821 Pacific Highway, Chatswood NSW 2067, on Wednesday, 31 October 2012 at 12.00pm AEDT and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 5 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: For Resolution 5, this express authority is also subject to you marking the box in the section below.

If the Chairman of the Meeting is (or becomes) your proxy, you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 5 by marking the appropriate box next to the resolution below.

Important for Resolution 5 – If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Resolution 5, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Resolution 5, the Chairman of the Meeting will not cast your votes on Resolution 5 and your votes will not be counted in computing the required majority if a poll is called on this Resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 5.



I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Resolution 5 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Items of Business For Against Abstain Resolution 1 Adoption of the Remuneration Report Resolution 2 Re-election of Mr Stephe Wilks as a Director Resolution 3 Election of Mr Steve Picton Resolution 4 Election of Mr Ian Solomon Resolution 5 Approval to Exempt Securities Issued Under the ESOP Resolution 6 Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4 Resolution 7 Approval to issue shares to Mr Steve Picton Resolution 8 Approval of 10% Placement Facility The Chairman of the Meetingintends to vote all availableproxies in favour of each item of business. PLEASE NOTE: If you mark theAbstainbox 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.	PLEASE NOTE: If you mark theAbstainbox 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.	PLEASE NOTE: If you mark theAbstainbox 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.	PLEASE NOTE: If you mark theAbstainbox 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.	PLEASE NOTE: If you mark theAbstainbox 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.	PLEASE NOTE: If you mark theAbstainbox 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.
				For Against Abstain
Signature of Securityholder(s) Individual or Securityholder 1 Sole Director and Sole Company Secretary		This section must be completed. Securityholder 2 Director Contact Daytime Telephone		Securityholder 3 Director/Company Secretary / / Date
		Director
Contact Name			Contact Daytime Telephone		Date

Tel.Pacific Limited ABN 99 073 079 268

INSTRUCTIONS FOR COMPLETION OF PROXY FORM

Your vote is important. Please direct your proxy how to vote. For your proxy to be entitled to vote your shares at the Meeting, the Company must receive the completed Proxy Form not later than 48 hours prior to the Meeting. Any proxy received after this deadline will be treated as invalid.

APPOINT OF PROXY

Insert here the name of the person you wish to appoint as proxy. Members cannot appoint themselves. If you submit a Proxy Form, which does not name a person to act as your proxy, the Chairman of the Meeting will act as your proxy. You can vote your shares by proxy even if you plan to attend the Meeting.

Exercise of Proxy by Chairman

For undirected proxies, the Chairman intends to vote in favour of each resolution, and by appointing the Chairman as your proxy you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

BUSINESS

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 on the proxy form.

SIGNATURE OF SECURITYHOLDER(S)

Signing Instructions to ensure your proxy is validly executed

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

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

Power of Attorney: Please attach a certified photocopy of the Power of Attorney to the proxy 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 another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting .

Bring this form to assist registration. If a representative of a corporate shareholder 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 the Company Secretary.

Further Important Information

Please return your completed Proxy Form to the Company Secretary c/- Australian Company Secretaries Pty Ltd, at Level 3, 70 Pitt Street, Sydney, NSW, 2000 (GPO Box 4231, Sydney, NSW, 2001). Alternatively, your Form can be faxed to the Company on +61 (02) 9233 4497 or emailed to proxy@austcosec.com.au . To be effective, the Form must be received by the Company at the above address not later than 48 hours prior to the Meeting. If you require further information on how to complete the Proxy Form, telephone the Company Secretary on +61 (02) 9239 0277.