VERBREC LIMITED — AGM Information 2009

Sep 24, 2009

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LogiCamms Limited ABN 90 127 897 689

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at Engineers Australia, Lecture Room 712 Murray Street, West Perth, WA on Wednesday, 28 October 2009 commencing at 10.00am (WST)

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

Contents

Page Notice of Annual General Meeting ...........................................................................................2 Questions from Shareholders...................................................................................................4 Proxy Appointment and Voting Instructions .............................................................................5 Explanatory Statement.............................................................................................................6 PROXY FORM .......................................................................................................................14

Ke dates y

An indicative timetable of key proposed dates is set out below. These dates are indicative only and the dates are subject to possible change.

Event	Date
Snapshot date for eligibility to vote	26 October 2009
Last day for receipt of Proxies*	26 October 2009
Annual General Meeting	28 October 2009

*Proxy Forms received after 10.00am on this date will be disregarded.

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Notice of Annual General Meetin g

NOTICE IS HEREBY GIVEN that the Annual General Meeting of LogiCamms Limited ABN 90 127 897 689 ( LogiCamms or Company ) will be held at Engineers Australia, Lecture Room, 712 Murray Street in West Perth, WA on Wednesday, 28 October 2009 commencing at 10.00am (WST) .

The Explanatory Statement, which accompanies and forms part of this Notice, describes the various matters to be considered.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary of Terms as set out in the Explanatory Statement.

AGENDA

Financial Report

To receive and consider the Financial Report of the Company and the Reports of the Directors and Auditors for the year ended 30th June 2009.

Resolution 1 - Adoption of Remuneration Report

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

"That the Remuneration Report contained in the Directors' Report for the year ended 30 June 2009 be adopted by the Company."

In accordance with the Corporations Act the vote on the resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 - Election of Mr Damian Young as a Director

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

“That for the purposes of Listing Rule 14.4 and clause 6.3(j) of the Company’s constitution, Mr Damian Young, being a Director of the Company appointed as an addition to the Board and who retires in accordance with clause 6.3(j) of the Constitution, be elected as a Director of the Company.”

Resolution 3 - Re-election of Mr Peter Wall AM as a Director

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

"That for the purposes of Listing Rule 14.4 and clause 6.3(b) of the Company's constitution, Mr Peter Wall, being a Director of the Company who retires by rotation, and being eligible offers himself for re-election, be re-elected as a Director of the Company."

Resolution 4 – Proposed issue of Shares

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given by the Shareholders for the issue and allotment of up to 6,000,000 Shares based on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by any person who may participate in the proposed issue of Shares and by a person who might obtain a benefit, except a benefit obtained solely in the capacity of a shareholder, if the resolution is passed, and any Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the 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.

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Resolution 5 - Ratification of issue of Shares to the HSE Vendors for acquisition of HSE and Process Essentials

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders hereby approve and ratify the allotment and issue of 4,304,688 Shares to the HSE Vendors made pursuant to the HSE Share Purchase Deed in part-consideration for the acquisition of all shares in HSE Holdings Pty Ltd ABN 20 091 117 501 (the holding company of Process Essentials Pty Ltd).”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast on Resolution 5 by HSE and the HSE Vendors, and by an Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the 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.

By Order of the Board of Directors

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Ian Hobson Company Secretary

21 September 2009

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Questions from Shareholders

At the Meeting the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report.

Mr B Steedman of KPMG, as the auditor responsible for preparing the auditor's report for the year ended 30 June 2009 (or his representative) will attend the Meeting. The Chairman will also allow a reasonable opportunity for Shareholders to ask the auditor questions about:

• 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 financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

To assist the Board and the auditor of the Company in responding to questions please submit any questions you may have in writing no later than 10.00am on Wednesday, 21 October 2009:

In person: Registered Office – Level 3, 35 Outram Street, West Perth, WA 6005 By mail: PO Box 200, West Perth, WA 6872 By fax: +61 8 9481 5045

As required under section 250PA of the Corporations Act, at the Meeting, the Company will distribute a list setting out the questions directed to the auditor received in writing by 21 October 2009, being questions which the auditor considers relevant to the content of the auditor's report or the conduct of the audit of the financial report for the year ended 30 June 2009. The Chairman will allow reasonable opportunity to respond to the questions set out on this list.

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Proxy Appointment and Voting Instructions

Proxy Form

The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged:

By hand or post to: LogiCamms Limited Level 3, 35 Outram Street, West Perth WA 6005;

By fax: +61 8 9481 5045

not later than 48 hours before the time for holding the Annual General Meeting i.e. no later than 10.00am WST on Monday, 26 October 2009. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Appointment of a Proxy

A member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy. The proxy may, but need not be, a member of the Company.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the Company.

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company on +61 8 9365 8888 or you may photocopy the Proxy Form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

Votes on Resolution

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the Resolutions. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolutions by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Resolutions, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on the Resolutions will be invalid.

Voting Entitlement

The Company may specify a time, not more than 48 hours before the meeting, at which a "snapshot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Company's Directors have determined that all Shares of the Company that are quoted on ASX at 5pm WST on Monday, 26 October 2009 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Corporate Representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company's share registry, Computershare Investor Services, before the Meeting or at the registration desk on the day of the Meeting. Certificates of appointment of corporate representative are available at www.computershare.com or on request by contacting Computershare Investor Services on telephone number +61 1300 557 010.

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary. All amounts referred to in this Explanatory Statement are in Australian Dollars unless specified otherwise.

The Resolutions are discussed below together.

1. Annual Financial Report

The Corporations Act requires the Directors Report, Auditors Report and the Financial Statements of the Company for the year ended 30 June 2009 to be tabled at the Annual General Meeting.

Neither the Corporations Act nor the constitution requires a vote of Shareholders on the reports or financial statements. However, Shareholders will be given reasonable opportunity to raise questions on the Reports and ask questions of the Company's auditor.

2.

Resolution 1 - Adoption of Remuneration Report

The Remuneration Report is set out in the Directors Report in the Company's 2009 Annual Report.

The Corporations Act requires the Company to put a resolution to Shareholders that the Remuneration Report be adopted. Under section 250R(3) of the Corporations Act, the vote on the resolution is advisory only and does not bind the Directors or the Company.

3. Resolution 2 - Election of Mr Damian Young as a Director

Mr Young was appointed as a Non-Executive Director on 11 February 2009 pursuant to clause 6.2(a) of the Company’s Constitution. In accordance with Listing Rule 14.4 and clause 6.3(j) of the Company's Constitution Mr Young must stand for election at the Annual General Meeting. As such, at the Annual General Meeting Mr Young retires from his position as Non-Executive Director and, being eligible, offers himself for election to that position.

Mr Young is a chemical engineer and has spent most of his working life in operational and management positions in the oil and gas industry.

Mr Young holds both chemical engineering and commerce degrees and is a Fellow of the Institute of Engineers Australia.

Directors’ recommendation

The Directors (apart from Mr Young) recommend that Shareholders vote in favour of the election of Mr Young.

4. Resolution 3 - Re-election of Mr Peter Wall AM as a Director

In accordance with Listing Rule 14.4 and clause 6.3(b) of the Company’s Constitution, at every Annual General Meeting, one third of the Directors for the time

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being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last reappointment or, if the Directors have been in office for an equal length of time, by agreement.

Mr Peter Wall retires by rotation at this meeting and, being eligible, offers himself for re-election.

Mr Wall was appointed by the Board as a Director of the Company on 8 October 2007 in accordance with Rule 6.2(a) of the Company’s Constitution.

During his career, Mr Wall has held senior management and director positions within S. Smith & Sons (The Yalumba Wine Company) for over 35 years. Since retiring from day to day management he has been involved in corporate governance through directorships of S. Smith and Sons and other companies and statutory boards. Mr Wall’s other work includes research and international trade facilitation for the wine industry.

As a senior executive and board member of multiple business organisations over the years, Mr Wall brings an emphasis on fiduciary, prudential, statutory and due diligence issues to the Company.

Directors’ recommendation

The Directors (apart from Mr Wall) recommend that Shareholders vote in favour of the re-election of Mr Wall.

5. Resolution 4 – Proposed issue of Shares

Background

Approval is sought to issue and allot up to 6,000,000 Shares ( New Shares ).

It is intended that any New Shares will be issued:

• (a) by way of placement to persons who qualify to participate in an excluded offer for the purposes of section 708 of the Corporations Act, including institutional, professional and institutional investors in Australia; and / or

• (b) to retail investors in Australia under a disclosure document.

Subscribers for New Shares have not yet been identified.

It is not expected that any subscribers for New Shares will be related parties of the Company. If New Shares are to be issued to related parties, then the Company will separately seek Shareholder approval or an ASX waiver in respect of that issue.

The issue price of any New Shares will be determined in accordance with the Listing Rules, as described below.

The Company intends to use the proceeds of the issue of New Shares to pursue and effect appropriate (but currently undetermined) corporate acquisitions, reduce the Company’s reliance on debt finance and fund its, and the Group’s, ongoing working capital requirements.

Listing Rule requirements

Listing Rule 7.1 provides that prior approval of shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period. Approval is sought from shareholders for the purposes of Listing Rule 7.1 as the maximum number of New Shares proposed to be allowed to be issued exceeds the 15% limit imposed by the Listing Rules.

The effect of Resolution 4, if passed, will be that the issue of New Shares will be exempt from the 15% limit under Listing Rule 7.1. This will allow the Company to issue New Shares and provide it with flexibility during the next 12 month period to issue further equity securities.

In accordance with Listing Rule 7.3, the following details are provided in relation to Resolution 4:

• (a) the maximum number of New Shares to be issued in accordance with Resolution 4 is 6,000,000 Shares;

• (b) all New Shares will be allotted no later than 3 months after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules), and the Company reserves the right to allot the New Shares progressively;

• (c) the issue price of any New Shares will not be less than an amount equal to 80% of the average market price for Shares calculated over the last five (5) days on which sales in the Shares were recorded before the:

• (i) day on which the relevant New Shares are issued; or

• (ii) if a disclosure document is required in respect of the offer of any New Shares, the date of that disclosure document;

• (d) the persons to whom New Shares will be issued and allotted have not yet been identified. Any New Shares will be issued and allotted to:

• (i) persons who qualify to participate in an excluded offer for the purposes of section 708 of the Corporations Act, including institutional, professional and sophisticated investors in Australia; and / or

• (ii) retail investors in Australia.

It is not intended that any of the subscribers for New Shares will be related parties of the Company. If New Shares are to be issued to related parties then the Company will seek Shareholder approval for that issue;

• (e) New Shares will be issued on the same terms as, and rank equally with, existing issued Shares, and will be quoted by the ASX; and

• (f) the Company intends to use the funds raised from the issue of any New Shares to, in the Board’s discretion:

• (i) fund future (but currently undetermined) corporate acquisitions;

• (ii) reduce the Company’s reliance on debt; and / or

• (iii) satisfy ongoing working capital requirements.

Directors’ recommendation

The Directors unanimously recommend Shareholders vote in favour of the issue of the New Shares on the terms set out in the Notice and this Explanatory Statement.

6. Resolution 5 – Ratification of issue of Shares to the HSE Vendors for acquisition of HSE and Process Essentials

Background

The Company entered into the HSE Share Purchase Deed on 7 July 2009. HSE is the holding company of its operating entity, Process Essentials.

Process Essentials is a well respected Queensland process engineering firm that specialises in process related engineering projects and has a working relationship

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with Paterson Flood Engineers Pty Ltd, a company acquired by LogiCamms in the first half of 2008.

The Board considers that the HSE Acquisition represents an outstanding opportunity for the Company to increase its presence in the Queensland market, creating significant potential value for shareholders.

Under the HSE Share Purchase Deed, the total consideration to be paid or provided to the HSE Vendors by the Company for all of the shares in HSE is approximately $4,821,250. Of the total consideration, $1,807,969 will be paid in cash and 4,304,688 Shares will be issued, to the HSE Vendors at Completion.

Completion of the HSE Acquisition is subject to a number of conditions precedent, all of which the Company expects will be satisfied before 30 September 2009. Completion of the HSE Acquisition is expected to occur on 29 September 2009.

HSE Vendors

At Completion, the Company will issue 4,304,688 Shares to the HSE Vendors in consideration for each of them transferring their shares in HSE to the Company in accordance with the terms and conditions of the HSE Share Purchase Deed. The number of Shares to be issued to the HSE Vendors equate to approximately 11.9% of the Company’s current issued share capital.

Several of the HSE Vendors are associated with the current officers and managers of HSE, being Messrs Jason Hepburn, Peter Tait, Michael Aspinall and Ms Ann Schinkel.

The identity of each of the HSE Vendors and the percentage of the total Shares issued to them under the terms and conditions of the HSE Share Purchase Deed is set out in the following table:

HSE Vendor	Percentage of total Shares
Jason Andrew Hepburn ATF Jason Andrew Hepburn Family Trust (being an Associate of Jason Andrew Hepburn)	31.64%
059 050 574 Pty Ltd ACN 059 050 574 ATF the Crombie Tait Family Trust (being an Associate of Peter James Tait)	31.64%
Ann Schinkel and Peter John Schinkel ATF Ann Schinkel Family Trust (being an Associate of Ann Schinkel)	31.64%
Kristina Louise Aspinall ATF The Aspinall Family Trust (being an Associate of Michael Aspinall)	5.08%
Total	100%

Listing Rule requirements

Listing Rule 7.1 provides that prior approval of shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval

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for the purpose of ASX Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company’s members subsequently approve it.

Under Resolution 5, the Company seeks Shareholder approval for, and ratification of, the issue of Shares as set out below so as to restore the Company’s capacity under Listing Rule 7.1 to issue further securities representing up to 15% of the Company’s issued capital in the next 12 months.

For the purposes of Listing Rule 7.5, the Company provides the following information to Shareholders:

• (a) at Completion, which is expected to occur on 29 September 2009, the Company will issue 4,304,688 Shares at an issue price of $0.70 per Share to the HSE Vendors, being part of the purchase consideration under HSE Share Purchase Deed;

• (b) the Shares will be issued for the purchase of the share capital of HSE and accordingly, no funds will be raised through the issue of these Shares;

• (c) the allottees of the Shares (none of whom are a related party of the Company) are named in the table set out under the heading ‘HSE Vendors’ above. Their identity was determined in accordance with the HSE Share Purchase Deed; and

• (d) the Shares to be issued to the HSE Vendors will be fully paid ordinary shares in the Company and will rank equally with existing Shares on issue, and will be quoted by the ASX.

Directors’ recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 5.

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7. Glossary of terms

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

Annual General Annual General Meeting of Shareholders of the Company or Meeting any or Meeting adjournment thereof, convened by the Notice. Associate Has the meaning given to it by Division 2 of the Corporations Act. ASIC Australian Securities & Investments Commission. ASX ASX Limited, trading as the Australian Securities Exchange. Board or Board of Directors of the Company. LogiCamms Board Business Day A day (other than a Saturday or a Sunday) on which trading banks in Perth are open for ordinary business. Chairman The chairman of the Board. Company or LogiCamms ABN 90 127 897 689. LogiCamms Completion Completion of the HSE Acquisition. Corporations Act Corporations Act 2001 (Cth). Director A Director of the Company. Group The Company and its subsidiaries. HSE HSE Holdings Pty Ltd ABN 20 091 117 501. HSE Acquisition The acquisition by LogiCamms of the entire share capital of HSE from the HSE Vendors in accordance with the terms of the HSE Share Purchase Deed. HSE Guarantors Each of Jason Andrew Hepburn, Peter James Tait, Ann Schinkel and Michael Aspinall. HSE Share A share purchase deed entered into by LogiCamms, the HSE Purchase Deed Vendors and the HSE Guarantors dated 7 July 2009, as varied by deed of variation dated 6 August 2009 and deed of variation dated 17 August 2009. HSE Vendors Each of Jason Andrew Hepburn ATF Jason Hepburn Family Trust, 059 050 574 Pty Ltd ACN 059 050 574 ATF the Crombie Tait Family Trust, Ann Schinkel and Peter John Schinkel ATF Ann Schinkel Family Trust and Kristina Louise Aspinall ATF The Aspinall Family Trust and HSE Vendor means any one of them.

Listing Rules

The ASX Listing Rules published by ASX.

Notice and Notice The notice of Annual General Meeting which accompanies this of Annual General Explanatory Statement. Meeting

Option

An option to subscribe for a Share.

Process Essentials Process Essentials Pty Ltd ABN 78 091 095 135.

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Resolution A resolution set out in the Notice. Share Fully paid ordinary share in the capital of the Company. Shareholder A registered holder of a Share. WST Western standard time in Perth, Western Australia.

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LOGICAMMS LIMITED ACN 127 897 689 PROXY FORM

I/We (name of shareholder) …………………………………………………………………..................................

of (address) ……………………………………………………………………………………………………………..

being a member/members of LogiCamms Limited HEREBY APPOINT:

(name)………………………………………………………………………………...................................................

of (address) ...……………………………………………………………………….................................................. and/or failing him/her (name) …..…………….………………………………………............................................

of (address) ………………………………………………………………………………….………….......................

or failing that person then the Chairman of the Annual General Meeting as my/our proxy to act generally for me/us and to vote in accordance with the following directions or, if no directions are given, as the proxy sees fit at the Annual General Meeting of the Company to be held on Wednesday, 28 October 2009 at 10.00am WST at Engineers Australia, Lecture Room, 712 Murray Street in West Perth WA and at any adjournment of the meeting.

• Important: If the Chairman of the Annual General Meeting is your nominated proxy, or may be appointed by default, and

• □ you have not directed your proxy how to vote on Resolutions 1 to 5 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Annual General Meeting may exercise your proxy in respect of a Resolution even if he has an interest in the outcome of that Resolution, and that the votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes and your votes will not be counted in computing the required majority if a poll is called on a Resolution. The Chairman of the Meeting intends to vote all undirected proxies in favour of all Resolutions.

Should you so desire to direct the proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

			For	Against	Abstain
Resolution	1	Adoption of Remuneration Report	�	�	�
Resolution	2	Election of Director (Mr Damian Young)	�	�	�
Resolution	3	Re-Election of Director (Mr Peter Wall AM)	�	�	�
Resolution	4	Proposed issue of Shares	�	�	�
Resolution	5	Ratification of issue of Shares to HSE Vendors for	�	�	�
		acquisition of HSE and Process Essentials

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

This Proxy is appointed to represent _____% of my voting right, or if two proxies are appointed Proxy 1 represents _____% and Proxy 2 represents _____% of my/our total votes. My/our total voting right is __________ shares.

By: Individuals and joint holders

Companies (affix common seal if appropriate)

Signature

Signature

Director Director/Company Secretary

Signature

Sole Director

Dated:

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