VERBREC LIMITED — AGM Information 2010

Oct 6, 2010

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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 Rydges Perth Hotel, cnr King St and Hay St, Perth WA on Tuesday 9 November 2010 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 Proxy Appointment, Voting and Meeting Instructions ............................................................... 5 Explanatory Statement ............................................................................................................. 7 Proxy Form .................................................................................................................................

Key dates

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	7 November 2010
Last day for receipt of Proxies*	7 November 2010
Annual General Meeting	9 November 2010

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

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of LogiCamms Limited ABN 90 127 897 689 ( LogiCamms or Company ) will be held at Rydges Perth Hotel, cnr King St and Hay St, Perth, Western Australia on Tuesday 9 November 2010 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 30 June 2010.

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 2010 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 - Re-election of Mr David Humann 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(c) of the Company's constitution, Mr David Humann, 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 3 - Election of Mr Garry McGrechan 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(c) of the Company's constitution, Mr Garry McGrechan, 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 - Approval of Executives and Employees Share Option Plan

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

“That, for the purposes of Listing Rule 7.2 Exception 9 and for all other purposes, approval is given for the continuing operation by the Company of the Executives and Employees Share Option Plan, on the terms and conditions summarised in the Explanatory Memorandum.”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by any director of the Company who may participate in an issue of Options and any Associate of that person. 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 - Approval of Long Term Incentive Plan

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

“That, for the purposes of Listing Rule 7.2 Exception 9 and for all other purposes, approval is given for the establishment by the Company of the Long Term Incentive Plan, on the terms and conditions summarised in the Explanatory Memorandum.”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast on Resolution 5 by any director of the Company who may participate in an issue of Performance Rights and any Associate of that person. 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.

Resolution 6 – Ratification of Issue of Shares to Employees

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 Company approves and ratifies the issue of 217,500 ordinary shares in the capital of the Company to employees of the Company.”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast on Resolution 6 by any person who participated in the issue and any Associate of that person. 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.

Resolution 7 - Approval of grant of Options to Mr Damian Young

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

“That for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, approval is given for the grant by the Company of 100,000 Options to Mr Damian Young, a Director and related party of the Company, or his nominee, on the terms and conditions described in the Explanatory Memorandum.”

Voting exclusion : In accordance with section 224 of the Corporations Act and Listing Rule 14.11, the Company will disregard any votes cast on Resolution 7 by Mr Damian Young or an associate of Mr Damian Young. 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 the direction on the proxy form to vote as the proxy decides.

Resolution 8 - Amendment to Constitution

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

“That with effect from the close of this meeting, clause 10.1(a) of the Constitution be deleted and replaced with the following:

10.1 Who may determine dividends

• (a) Subject to any rights or restrictions attached to a class of Shares and the Corporations Act, the Company may pay dividends on Shares as the Directors resolve but only to the extent that:

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• (i) the Company’s assets exceed its liabilities by at least the amount of the dividend to be paid;

• (ii) it is fair and reasonable to the Company’s shareholders as a whole; and

• (iii) the payment of the dividend does not materially prejudice the Company’s ability to pay its creditors.”

By Order of the Board of Directors

Ian Hobson Company Secretary

• 7 October 2010

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Proxy Appointment, Voting and Meeting 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: Level 3, 35 Outram Street, West Perth, WA 6005 By mail: PO Box 200, West Perth, WA 6872 By fax: +61 8 9481 5045

no later than 10.00am WST on Sunday, 7 November 2010. 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:

• two 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 (Snapshot Date)

The Company's Directors have determined that all Shares of the Company that are quoted on ASX at 5pm WST on Sunday, 7 November 2010 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 for the appointment of corporate representatives 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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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 2010 (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 Tuesday, 2 November 2010:

By hand: 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 2 November 2010, 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 2010. The Chairman will allow reasonable opportunity to respond to the questions set out on this list.

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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.

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 2010 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 2010 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 - Re-election of Mr David Humann as a Director

In accordance with Listing Rule 14.4 and clause 6.3(c) of the Company’s Constitution, at every Annual General Meeting, one third of the Directors for the time 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 David Humann retires by rotation at this meeting and, being eligible, offers himself for re-election.

Mr Humann joined the Board on 26 October 2007 in a non-executive capacity and was appointed Chairman of the Board on that date.

David is a Chartered Accountant, Certified Practising Accountant and a Fellow of the Australian Institute of Company Directors. He was Chairman and Senior Partner of PriceWaterhouse (Hong Kong and China firm) from 1986 until 1994. He was also managing partner of PriceWaterhouse Asia Pacific Region and a member of the world board of PriceWaterhouse and the global firm's executive management committee based in London and New York. David was formerly a member of the Australia and New Zealand firm's executive and policy committee.

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David is currently the non-executive chairman of Advanced Braking Technology Limited, Exxaro Australian Sands Pty Ltd and Mincor Resources NL. He is also a non-executive director of India Resources Limited.

David has been chairman of the board from the time the company listed on the Australian Securities Exchange. He says:

"I am very pleased with the rapid progress LogiCamms has made since it's listing in 2007 to date.

We have assembled a very talented and committed team of highly skilled professionals. Our performance on client work has been excellent. Our safety record is good. Our financial position is strong and we have a well considered strategy and business plan for the future.

All the signs are that the Australian economy will perform well into the foreseeable future. Our customers are now investing heavily in the high growth industries in which they operate: hydrocarbons, mining and infrastructure.

We are confident we can earn satisfactory returns for our shareholders and provide exciting careers for our people.

We will, financial performance permitting, maintain our policy of paying a high yielding fully franked dividend."

Directors’ recommendation

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

4. Resolution 3 – Re-election of Mr Garry McGrechan as a Director

In accordance with Listing Rule 14.4 and clause 6.3(c) of the Company’s Constitution, at every Annual General Meeting, one third of the Directors for the time 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 Garry McGrechan retires by rotation at this meeting and, being eligible, offers himself for re-election.

Mr McGrechan joined the Board on 8 October 2007 in an executive capacity following the merger of Logitech and Camms.

Mr McGrechan was a founding director of Logitech, having founded Logitech with Wayne Kirby in 1993. In addition to managing the day to day needs of the personnel within Logitech, Mr McGrechan has also been the project director for many major projects in the iron ore industry and has grown the Logitech business through contracts held directly with mining companies and via major consulting companies in Western Australia.

Prior to founding Logitech, Mr McGrechan worked as a senior project manager for Minenco and for Mt Newman Mining carrying out projects for Rio Tinto and BHP mines and ports.

Directors’ recommendation

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

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5. Resolution 4 – Approval of Executives and Employees Share Option Plan

5.1 Introduction

LogiCamms has established an Executives and Employees Share Option Plan ( Option Plan ). The Directors are empowered to operate the Option Plan in accordance with the Listing Rules and on the terms and conditions summarised in section 5.4.

Under the Option Plan, the Company may grant Options to acquire Shares on terms set by the Board in its discretion.

5.2 Listing Rule 7.2 - Exception 9

Shareholder approval of the Option Plan is sought for the purposes of Listing Rule 7.2 Exception 9 which, in summary, provides that securities issued pursuant to an employee incentive scheme that has been approved by Shareholders within the previous 3 year period will not constitute securities which must be counted for the purposes of limit in Listing Rule 7.1.

Listing Rule 7.1 limits the number of securities a listed company may issue in any 12 month period without Shareholder approval, but securities issued pursuant to an exception to Listing Rule 7.1 are not counted for the purposes of the limit.

The Company has granted a total of 3,564,999 Options since the Options Plan was established immediately prior to the Company’s listing on ASX in 2007.

5.3 Objectives of the Option Plan

The objectives of the Plan are to:

• (a) establish a method by which Eligible Employees can participate in the future growth and profitability of the Company;

• (b) provide an incentive and reward for Eligible Employees for their contributions to the Company; and

• (c) attract and retain a high standard of managerial and technical personnel for the benefit of the Company.

5.4 Summary of terms of Option Plan

Eligible employees

The Option Plan is open to any person who is a full-time or part-time employee or Director of LogiCamms or a related body corporate of LogiCamms.

Options may not be granted to a Director or his or her Associates under the Option Plan unless approval of the grant is given by the Shareholders in general meeting in accordance with the requirements of the Listing Rules.

Board discretions

The Board has broad discretions under the Option Plan, including (without limitation) as to:

• (a) the timing of making an offer to participate in the Option Plan;

• (b) identifying persons eligible to participate in the Option Plan;

• (c) the terms of issue of Options (including vesting conditions, if any); and

• (d) the periods during which Options may be exercised.

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Exercise price

The exercise price for Options shall be not less than the average weighted sale price of the Shares on ASX during the five trading days prior to the issue date of such Options, or such other period as determined by the Board.

Options not to be quoted

The Options will not be quoted on the ASX. However, application will be made to the ASX for official quotation of the Shares issued on the exercise of the Options if the Shares are listed on the ASX at that time.

Shares issued on exercise of Options

Each Option entitles the holder to subscribe for and be issued with one Share.

Shares issued pursuant to the exercise of Options will in all respects rank equally and carry the same rights and entitlements as other Shares on issue.

Holders of Options have no rights to vote at meetings of the Company or receive dividends until Shares are allotted on the exercise of Options pursuant to the Option Plan.

Lapse of Options

Unless the Directors in their absolute discretion determine otherwise, Options shall lapse upon the earlier of:

• (a) the expiry of the exercise date;

• (b) the Holder ceasing to be an Eligible Employee by reason of resignation, dismissal or termination of employment, office or services for any reason; or

• (c) the expiry of one year after the Holder ceases to be an Eligible Employee by reason of death, retirement, redundancy, total permanent disability rendering the Holder incapable of performing his duties as determined by the Board; or

• (d) any other reason which the Board believes is fair and reasonable to warrant the Holder not maintaining his right to exercise the Options.

Restrictions on exercise

An Option holder is not able to sell, transfer, mortgage, pledge, charge, grant security over or otherwise dispose of any Options, or agree to do any of those things.

Options may not be exercised during the period of 12 months from the date of issue of the Option.

Participation rights of Option holders

Participants will only be permitted to participate in a new issue of Shares by LogiCamms if they exercise their Options before the record date for the relevant issue. LogiCamms must ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue of new Shares is announced. This will give the Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

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Adjustment of Options

If LogiCamms makes a pro rata bonus issue, and an Option is not exercised before the record date for that bonus issue, then on exercise of the Option, the holder is entitled to receive the number of bonus shares which would have been issued if the Option had been exercised before the record date.

In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of LogiCamms, the number of Options to which each Option holder is entitled or the exercise price or both will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Options which are not conferred on Shareholders.

Takeovers

In the event of a takeover bid, certain capital reorganisations or transactions occurring that give rise to certain changes of control of the Company, restrictions on the exercise of an Option may lapse so that Option holders are able to participate in the relevant transaction.

Amending the Option Plan

Subject to and in accordance with the Listing Rules (including any waiver issued under such Listings Rules), the Board (without the necessity of obtaining prior or subsequent consent of Shareholders) may from time to time amend all or any provisions of the Option Plan.

5.5 Directors’ recommendation

The Directors (other than Adam Keats and Garry McGrechan who are executive directors and entitled to participate in the Option Plan) recommend that Shareholders vote in favour of Resolution 4.

6. Resolution 5 – Approval of Long Term Incentive Plan

6.1 Introduction

The Company has established a Long Term Incentive Plan ( LTI Plan ) that is open to eligible directors and employees to subscribe for Shares in the Company. The key terms of the LTI Plan are summarised in Section 6.4.

Under the LTI Plan, the Company may grant Performance Rights to acquire Shares on terms set by the Board in its discretion.

6.2 Listing Rule 7.2 - Exception 9

Shareholder approval of the LTI Plan is sought for the purposes of Listing Rule 7.2 Exception 9 which, in summary, provides that securities issued pursuant to an employee incentive scheme that has been approved by Shareholders within the previous 3 year period will not constitute securities which must be counted for the purposes of the limit in Listing Rule 7.1.

Listing Rule 7.1 limits the number of securities a listed company may issue in any 12 month period without Shareholder approval, but securities issued pursuant to an exception to Listing Rule 7.1 are not counted for the purposes of the limit.

The Company has granted a total of 680,000 Performance Rights since the LTI Plan was approved by the Board in August 2010. Of these, 197,500 Performance Rights have been exercised.

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6.3 Objective of the LTI Plan

The objectives of the LTI Plan are to:

• (a) establish a method by which Eligible Participants can participate in the future growth and profitability of the Company;

• (b) provide an incentive and reward for Eligible Participants for their contributions to the Company; and

• (c) attract and retain a high standard of managerial and technical personnel for the benefit of the Company.

6.4 Summary of terms of LTI Plan

Participants

The LTI Plan is open to any person who is a full-time or part-time employee or Director of LogiCamms or a related body corporate of LogiCamms ( Eligible Participants ).

Performance Rights may not be granted to a Director or his or her Associates under the LTI Plan unless approval of the grant is given by the Shareholders in general meeting in accordance with the requirements of the Listing Rules.

Board discretions

The Board has broad discretions under the LTI Plan, including (without limitation) as to:

• (a) the timing of making an offer to participate in the LTI Plan;

• (b) identifying persons eligible to participate in the LTI Plan;

• (c) the terms of issue of Performance Rights (including vesting conditions, if any); and

• (d) the periods during which Performance Rights may be exercised.

Performance Rights not to be quoted

The Performance Rights will not be quoted on ASX. However, application will be made to ASX for official quotation of Shares issued on the exercise of a Performance Right provided the Shares are listed on ASX at that time.

Shares issued on exercise of Performance Rights

Subject to the terms of the Performance Rights, each Performance Right entitles the Performance Right holder to subscribe for and be issued with one Share.

Shares issued pursuant to the exercise of Performance Rights will in all respects rank equally and carry the same rights and entitlements as other Shares on issue.

Holders of Performance Rights will not be eligible to vote at meetings of the Company or receive dividends until the Performance Rights are exercised.

Lapse of Performance Rights

Unless the Directors in their absolute discretion determine otherwise, Performance Rights shall lapse upon:

• (a) the expiry of the exercise date;

• (b) the failure to meet Performance Hurdle(s);

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• (c) the Holder ceasing to be an Eligible Participant by reason of resignation, dismissal or termination of employment, office or services for any reason; or

• (d) the expiry of one year after the Holder ceases to be an Eligible Participant by reason of death, retirement, redundancy, total permanent disability rendering the Holder incapable of performing his duties as determined by the Board; or

• (e) any other reason which the Board believes is fair and reasonable to warrant the Holder not maintaining his right to exercise the Options.

Restrictions on exercise

A Performance Right holder is not able to sell, transfer, mortgage, pledge, charge, grant security over or otherwise dispose of any Performance Rights, or agree to do any of those things.

To promote loyalty to LogiCamms, Performance Rights may be subject to a 12 month holding period before the Performance Rights may be exercised, unless the Board decides otherwise.

Participation rights of Performance Rights holders

Eligible Participants will only be permitted to participate in a new issue of Shares by LogiCamms if they exercise their Performance Rights before the record date for the relevant issue. LogiCamms must ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue of new Shares is announced. This will give the Performance Right holders the opportunity to exercise their Performance Rights prior to the date for determining entitlements to participate in any such issue.

Adjustment of Performance Rights

If LogiCamms makes a pro rata bonus issue, and a Performance Right is not exercised before the record date for that bonus issue, then on exercise of the Performance Right, the holder is entitled to receive the number of bonus shares which would have been issued if the Performance Right had been exercised before the record date.

In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of LogiCamms, the number of Performance Rights to which each Performance Right holder is entitled or the exercise price or both will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Performance Rights which are not conferred on Shareholders.

Takeovers

In the event of a takeover bid, certain capital reorganisations or transactions occurring that give rise to certain changes of control of the Company, restrictions on the exercise of a Performance Right may lapse so that Performance Right holders are able to participate in the relevant transaction.

Amending the LTI Plan

Subject to and in accordance with the Listing Rules (including any waiver issued under such Listings Rules), the Board (without the necessity of obtaining prior or subsequent consent of Shareholders) may from time to time amend all or any provisions of the LTI Plan.

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6.5 Directors’ recommendation

The Directors (other than Adam Keats and Garry McGrechan who are executive directors and entitled to participate in the LTI Plan) recommend that Shareholders vote in favour of Resolution 5.

7. Resolution 6 – Ratification of Issue of Shares to Employees

On 2 March 2010 and 13 September 2010 the Company issued 10,000 Shares to an employee of the Company. The issue of the Shares was for the purpose of rewarding superior performance.

On 13 September 2010 the Company issued 197,500 Shares to two senior managers who had exercised performance rights. The performance rights had been issued pursuant to the LTI Plan previously approved by the Directors and which is the subject of Resolution 5.

The Shares were issued for nil consideration and no funds were raised by the issue of the Shares. The Shares will rank equally with all other Shares.

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 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 6, the Company seeks Shareholder approval for, and ratification of, the issue of the Shares as set out above 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.

Directors’ recommendation

The Directors recommend Shareholders vote in favour of Resolution 6.

8. Resolution 7 – Approval of grant of Options to Mr Damian Young

The Company proposes to grant 100,000 Options to Mr Damian Young or his nominee, subject to Shareholder approval of Resolution 7.

The proposed grant of Options to Mr Young is intended to:

• (a) provide an appropriate and adequate incentive for Mr Young;

• (b) ensure that the Company may retain the services of Mr Young; and

• (c) reinforce the commitment of Mr Young as a Director to the Company.

The Options have an exercise price of $1.20 and expire three years and 6 months after date of grant.

Exercise of the Options is subject to the following criteria being met:

• (a) on or after the first anniversary of the date of grant, one third of the Options may be exercised provided the volume weighted average price of Shares

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traded on ASX for the 20 Business Days prior to the proposed exercise is above $1.30;

• (b) on or after the second anniversary of the date of grant, one third of the Options may be exercised provided the volume weighted average price of Shares traded on ASX for the 20 Business Days prior to the proposed exercise is above $1.60; and

• (c) on or after the third anniversary of the date of grant, one third of the Options may be exercised provided the volume weighted average price of Shares traded on ASX for the 20 Business Days prior to the proposed exercise is above $1.90.

The terms and conditions for the Options to be issued to Mr Young are set out at Schedule 1 to this Explanatory Memorandum.

Funds raised on the exercise of the Options (if exercised) will be applied to general working capital purposes.

The Options are not transferable except to an Associate of Mr Young.

The Options to be granted are in addition to the fees payable by the Company to Mr Young for his services as a Director.

8.1 Listing Rule Disclosures

Listing Rule 10.11 generally provides that Directors may not be issued any securities in the Company without the approval of Shareholders.

If approval for Resolution 7 is given for the purposes of Listing Rule 10.11 then approval is not required under Listing Rule 7.1.

8.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• (a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or

• (b) prior Shareholder approval is obtained to the giving of the financial benefit.

Mr Young is a Director and related party of the Company. The grant of Options to Directors constitutes the giving of a financial benefit. Accordingly, Shareholder approval is sought for the purposes of the Corporations Act requirements.

8.3 Regulatory information requirements

In accordance with the requirements of Listing Rule 10.13 and Chapter 2E of the Corporations Act, and in particular with section 219 of the Corporations Act, the following further information is provided to Shareholders to allow them to assess the proposed grant of Options for the benefit of Mr Young:

The following information is provided in relation to the Options:

• (a) the financial benefit that will be given to Mr Young if Resolution 7 is approved is the grant of 100,000 Options;

• (b) the maximum number of securities to be granted to Mr Young is 100,000 Options;

• (c) the exercise price of each Option is $1.20;

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• (d) the Options will expire on the date 3 years and 6 months after their date of grant;

• (e) the Options will be granted for nil cash consideration; accordingly no funds will be raised on the grant of the Options;

• (f) the full terms and conditions of the Options are set out in the Schedule to this Explanatory Statement;

• (g) the Options will be granted on the date one month from the date of the Meeting;

• (h) as at the date of the Notice of Meeting Mr Young holds 38,750 Shares, no options or other securities in the Company;

• (i) Mr Young is entitled to paid directors fees as remuneration for his services as a non-executive Director; the fees paid and payable by the Company to Mr Young during the 2009/2010 financial year and during current financial year are set out below:

Financial Year	Remuneration
2009/2010	$54,303
2010/2011	$54,303

• (j) the Board considers the proposed grant of the Options to Mr Young is reasonable in the circumstances, given the necessity to attract suitably qualified professionals to the Company, whilst maintaining the Company’s cash reserves;

• (k) the Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options upon the terms proposed;

• (l) the market price for the underlying shares during the term of the Options would normally determine whether or not the recipient would exercise the Options; if, at the time any of the Options are exercised, the price of the underlying Shares is higher than the exercise price of the Options, there may be a perceived cost to the Company;

• (m) the Options will be granted for no cash consideration and accordingly, no funds will be raised by the grant of the Options; if all the Options proposed to be granted are exercised and paid for, the Company will receive $120,000; the funds raised from the Shares issued as a result of the exercise of Options will be used for working capital purposes, as the Board thinks fit;

• (n) if Shareholders approve all Resolutions contained in this Notice and all Options are granted as contemplated by this Notice, the issued capital of the Company will be as follows:

Capital	Number
Existing Shares	60,191,307
Existing Options	3,564,999
New Options	100,000

• (o) if Shareholders approve the grant of 100,000 Options to Mr Young and all of those Options are exercised, the effect will be to dilute the shareholding

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of existing members by approximately a maximum of 0.17% based on the existing number of Shares as at the date of this Notice;

(p) the most recent available data concerning the price of the Company's Shares traded on ASX over the last 12 months is as follows:

	High	Low	Last
Price	$1.06	$0.79	$1.03
Date	20 September 2010	4 December 2009	24 September 2010

• (q) the value of the Options to be granted cannot be determined with certainty as this will depend on the market price of Shares in the Company at the time of grant;

• (r) the fair value of the Options has been calculated as being $0.0632 per Option as at 24 September 2010, using the Black & Scholes methodology, based upon the following assumptions and parameters:

• the valuation has assumed that the grant date of the Options is 9 November 2010;

• the Company’s share price is assumed to be $1;

• risk-free rate interest rate of 6.25%;

• a dividend yield of 6.5% over the life of the Options;

• an estimated future volatility of the Company’s share price of 20%, which the Company considers to be acceptable given its financial position and comparison with other companies in its sector;

• the options are exercisable on or before 9 May 2014;

• exercise price of $1.20 each; and

• the Options are not transferable.

8.4 Directors’ recommendation

The Directors, other than Mr Young, recommend that Shareholders vote in favour of Resolution 7. Mr Young makes no recommendation due to his material personal interest in the outcome of Resolution 7.

8.5 Interests in the outcome of Resolution 7

Mr Young has an interest in the outcome of Resolution 7 as he will receive a financial benefit by way of the grant of Options if Resolution 7 is approved.

Mr Young and any of his Associates are disqualified from voting on Resolution 7.

9. Resolution 8 - Amendment to Constitution

9.1

New laws in respect of dividends

In June 2010 the Corporations Act was amended to allow companies to pay dividends out of capital and assets, as well as out of profits. Prior to the amendment a company could only pay dividends out of profits.

The “profits test” for dividends has been replaced by a new three-tiered “net assets test” which provides that a company must not pay a dividend unless:

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• (a) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;

• (b) it is fair and reasonable to the company’s Shareholders as a whole; and

• (c) it does not materially prejudice the company’s ability to pay its creditors (for example, the company would become insolvent as a result of paying the dividend).

9.2 Amendment of Company’s Constitution

Clause 10.1(a) of the Constitution states that dividends may only be paid out of profits. This means that at present if the Company was to pay dividends it would have to comply with the “profits” test under the Constitution and not the new “net assets test”.

Whilst the Directors do not expect the Company to pay a dividend other than out of profits in the foreseeable future, they consider it would be prudent for the Company to amend its Constitution to allow for payment of dividends in the manner now permitted by the Corporation Act should that be considered appropriate at a future time.

9.3 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 8.

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10. 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 Part 1 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 Limited ABN 90 127 897 689. LogiCamms

Corporations Act Corporations Act 2001 (Cth). Director A Director of the Company. Eligible Employee In relation to the Option Plan, a person who is a full-time or part-time employee or executive director of LogiCamms or a related body corporate of LogiCamms, other than any such person who has given notice of resignation, or who has been given notice of termination, of his or her employment, or removed from his or her position.

Eligible Participant In relation to the LTI Plan, a person who is a full time or parttime employee or executive director of LogiCamms or a related body corporate of LogiCamms, other than any such person who has given notice of resignation, or who has been given notice of termination, of his or her employment, or removed from his or her position.

Group The Company and its subsidiaries.

Holder The registered holder of Options or Performance Rights as the context requires.

Listing Rules The ASX Listing Rules published by ASX.

LTI Plan LogiCamms’ Long Term Incentive Plan. 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 on the terms set out in the rules of the Option Plan.

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Option Plan	The LogiCamms Limited Executive and Employee Share
	Option Plan established in accordance with the rules of the
	Option Plan.
Performance	A performance hurdle as determined by the Board.
Hurdle
Performance Right	A right to subscribe for or otherwise acquire a Share on the
	terms set out in the rules of the LTI Plan.
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

SCHEDULE TO EXPLANATORY STATEMENT

TERMS OF OPTIONS PROPOSED TO BE GRANTED TO MR DAMIAN YOUNG

1. Each Option entitles the holder to subscribe for one Share on exercise of the Option. The exercise price of each Option is $1.20.

2. The Options may be exercised within 3 years and 6 months of their date of grant ( Exercise Period ).

3. A third of the Options will vest on each of the first, second and third anniversaries of the date of grant of the Options. Exercise of the Options is subject to the following criteria being met:

4. (a) on or after the first anniversary of the date of grant, one third of the Options may be exercised provided the volume weighted average price of Shares traded on ASX for the 20 Business Days prior to the proposed exercise is above $1.30;

5. (b) on or after the second anniversary of the date of grant, one third of the Options may be exercised provided the volume weighted average price of Shares traded on ASX for the 20 Business Days prior to the proposed exercise is above $1.60; and

6. (c) on or after the third anniversary of the date of grant, one third of the Options may be exercised provided the volume weighted average price of Shares traded on ASX for the 20 Business Days prior to the proposed exercise is above $1.90.

7. On expiry of the Exercise Period an Option not exercised shall automatically lapse.

8. The Options are not transferable except to an Associate of the Director in respect of whom the Options have been granted.

9. Options may only be exercised by notice in writing to the Company which is signed by the Holder and delivered to the registered office of the Company. The notice must specify the number of Options being exercised (which must be no less than multiples of 500) and must be accompanied by the exercise price for the number of Options specified in the notice and the certificate or holding statement for those Options, for cancellation by the Company.

10. The notice only becomes effective when the Company has received the full amount of the exercise price for the number of Options specified in the notice in cleared funds. Within 10 Business Days of the notice becoming effective, the Company must allot and issue the number of Shares specified in the notice to the holder; cancel the certificate or holding statement for the Options being exercised; and, if applicable, issue a new certificate or holding statement for any remaining unexercised Options covered by the certificate or holding statement accompanying the notice.

11. All Shares allotted upon the exercise of Options will be of the same class and rank equally in all respects with other Shares, and, in particular, entitle their holders to participate fully in dividends declared by the Company after the date of allotment and all issues of securities offered to holders of Shares where entitlements to participate in those issues are determined by reference to a record date after the date of allotment of Shares allotted upon the exercise of Options.

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1. If existing Shares are officially quoted by ASX, the Company must apply for official quotation by ASX of all Shares allotted pursuant to the exercise of Options not later than 10 Business Days after the date of allotment. The Company will not apply to have the Options granted under the Plan quoted on ASX.

2. Holders will only be permitted to participate in a new issue to the holders of Shares on the prior exercise of Options. The Company must notify the holder of the proposed issue at least 7 Business Days before the record date to determine entitlements to the new issue.

3. In the event of a pro rata issue (except a Bonus Issue) to the holders of Shares, the Exercise Price of an Option may be reduced using the formula in Listing Rule 6.22.2.

4. If from time to time prior to the expiry of any Options the Company makes an issue of any class of shares to the holders of Shares on a pro rata basis by way of capitalisation of profits or reserves (other than an issue in lieu of dividends) (a Bonus Issue ) then upon exercise of an Option, each holder is entitled to have issued (in addition to the Shares which would otherwise be issued upon such exercise) the number of shares of the class which would have been issued to the holder under the Bonus Issue ( Bonus Shares ) if on the date on which entitlements to participate in the Bonus Issue were calculated the holder had been registered as the holder of the number of Shares of which the holder would have been registered as holder if immediately prior to that date the Option had been exercised and the Shares the subject of such exercise had been duly allotted and issued. The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank equally in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

5. In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, then the number of Options to which each holder is entitled or the Exercise Price or both will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Options which are not conferred on Shareholders.

6. The Company must give notice to each holder of any adjustment to the number of Shares for which the holder is entitled to subscribe or to the exercise price of the Options.

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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 Tuesday 9 November 2010 at 10.00am WST at Rydges Perth Hotel, cnr King St and Hay St, 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 boxes below:

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

		For	Against	Abstain
Resolution 1	Adoption of Remuneration Report	�	�	�
Resolution 2	Re-Election of Director (Mr David Humann)	�	�	�
Resolution 3	Election of Director (Mr Garry McGrechan)	�	�	�
Resolution 4	Approval of Executives and Employees Share Option Plan	�	�	�
Resolution 5	Approval of Long Term Incentive Plan	�	�	�
Resolution 6	Ratification of Issue of Shares to Employees	�	�	�
Resolution 7	Approval of Grant of Options to Mr Damian Young	�	�	�
Resolution 8	Amendment to Constitution	�	�	�

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

Individuals and joint holders Signature Signature Signature	Companies (affixcommon seal ifappropriate)
Signature	Director
Signature	Director/Company Secretary
Signature	**Sole Director **