VERBREC LIMITED — AGM Information 2015

Oct 20, 2015

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LogiCamms Limited ABN 90 127 897 689

Notice of Annual General Meeting and Explanatory Statement

Venue: Grand Chancellor Hotel, 23 Leichhardt Street, Spring Hill, Brisbane Date: Tuesday, 24 November 2015 Time: Commencing at 2.00pm (Brisbane time)

B4287: DocID: 67072827. 2

Contents

Page Notice of Annual General Meeting ...................................................................................... 2 Proxy Appointment, Voting and Meeting Instructions ....................................................... 4 Explanatory Statement ......................................................................................................... 6 Schedule – proportional takeover provisions .................................................................. 20

Ke dates y

The key dates for the AGM are set out below.

Event	Date
Last day for receipt of proxies*	2.00pm, Friday, 20 November 2015
Snapshot time for eligibility to vote	7.00pm, Monday, 23 November 2015
Annual General Meeting	2.00pm, Tuesday, 24 November 2015

*Proxy Forms received after 2.00pm on this date will be disregarded.

Questions

Shareholders are invited to contact the Company Secretary on +61 7 3058 7000 if they have any questions regarding the AGM.

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Notice of Annual General Meetin g

Notice is given that the Annual General Meeting of LogiCamms Limited ABN 90 127 897 689 ( LogiCamms or Company ) will be held at Grand Chancellor Hotel, 23 Leichhardt Street, Spring Hill, Brisbane, Queensland on Tuesday, 24 November 2015 commencing at 2.00pm (Brisbane time) .

The Explanatory Statement, which accompanies and forms part of this Notice, contains information to assist Shareholders to decide how to vote on the matters to be considered at the Meeting.

Terms used in this Notice are defined in the Glossary in the Explanatory Statement.

Ordinary Business

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 2015.

Resolution 1 – Adoption of Remuneration Report

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

"That the remuneration report contained in the Directors' report for the year ended 30 June 2015 be adopted by the Company."

Resolution 2 – Re-election of Mr Richard Robinson 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 Richard Robinson, being a Director of the Company appointed to fill a casual vacancy, and being eligible, be re-elected as a Director of the Company.”

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

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

“That Mr Peter Wall, who will retire by rotation in accordance with Listing Rule 14.4 and clause 6.3(b) of the Company’s constitution, and being eligible, be re-elected as a Director of the Company.’

Special Business

Resolution 4 – Grant of Retention Performance Rights to Mr Steve Banning, Managing Director

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

“That, for the purposes of Listing Rule 10.14, the grant of 250,000 Performance Rights to Mr Steve Banning, the Managing Director, on the terms and conditions summarised in the Explanatory Statement, be approved.”

Resolution 5 – Grant of 2015 Performance Rights to Mr Steve Banning,

Managing Director

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

“That, for the purposes of Listing Rule 10.14, the grant of 63,131 Performance Rights vesting 30 June 2016 and 69,444 Performance Rights vesting 30 June 2017, to Mr Steve

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Banning, the Managing Director, on the terms and conditions summarised in the Explanatory Statement, be approved.”

Resolution 6 – Approval of 10% Placement Facility

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

“That, for the purposes of Listing Rule 7.1A, 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 in Listing Rule 7.1A.2, and on the terms and conditions in the Explanatory Statement, be approved.”

Resolution 7 – Adoption of proportional takeover provision

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

“That the constitution of the Company be amended in the manner contained in the schedule to the Explanatory Statement.”

Voting exclusions

Voting exclusions apply to Resolutions 1, 4, 5, and 6, as set out in the Explanatory Statement.

By order of the Board of Directors

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Paul Bowker Company Secretary

16 October 2015

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Proxy Appointment, Voting and Meeting Instructions

Lodgement of 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: 433 Boundary Street, Spring Hill, Brisbane QLD 4000 By mail: PO Box 510, Spring Hill, Brisbane QLD 4004 By fax: +61 7 3058 7111

no later than 2.00pm (Brisbane time) on 20 November 2015 . Any Proxy Form received after that time will not be valid for the Annual General Meeting.

Appointment of a Proxy

A member of the Company entitled to attend and vote at the 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 Secretary on +61 7 3058 7000 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 that 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.

The Chairman of the Annual General Meeting acting as proxy

If a member directs the Chairman how to vote on an item of business, the Chairman must vote in accordance with the direction.

For proxies without voting instructions that are exercisable by the Chairman, the Chairman intends to vote all available proxies in favour of each Resolution.

In relation to each of the remuneration-related resolutions (being Resolutions 1, 4, and 5), if you appoint the Chairman of the meeting as your proxy, or the Chairman is appointed as your proxy by default, then unless you mark one of the voting instruction boxes for the relevant Resolution, you will be taken to have expressly authorised the Chairman to vote in favour of that Resolution .

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, and your proxy is not the Chairman, 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.

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

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representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company 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.

Voting Entitlement (Snapshot Time)

The Company's Directors have determined that all Shares of the Company that are quoted on ASX at 7.00pm (Sydney time) on 23 November 2015 will, 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. Transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

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 Michael Shewan of PricewaterhouseCoopers, as the auditor responsible for preparing the auditor's report for the year ended 30 June 2015 (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 2.00pm (Brisbane time) on 17 November 2015:

By hand: 433 Boundary Street, Spring Hill, Brisbane QLD 4000

By mail: PO Box 510, Spring Hill, Brisbane QLD 4004

By fax: +61 7 3058 7111

As required under section 250PA of the Corporations Act, at the Meeting, the Company will distribute a list setting out any questions directed to the auditor received in writing by 17 November 2015, being questions that 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 2015. 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 that 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.

Financial Report

The Corporations Act requires the Directors’ report, auditor’s report and the financial statements of the Company for the year ended 30 June 2015 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.

Resolution 1 – Adoption of Remuneration Report

The remuneration report is set out in the Directors’ report in the Company's 2015 annual report, which is available on the Company’s website at www.logicamms.com.au.

The remuneration report contains information regarding:

• the remuneration policy of LogiCamms;

• the structure of the remuneration of Directors and senior executives and how it aligns with the Company’s performance; and

• the remuneration of Directors and senior executives for the year ended 30 June 2015.

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.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings 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) must go up for reelection.

Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

Voting exclusion

The Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of:

• a member of the KMP (at the date of the Meeting or whose remuneration is disclosed in the remuneration report); and

• their closely related parties (as defined in the Corporations Act),

unless the vote is cast:

• as proxy for a person entitled to vote, in accordance with a direction on the Proxy Form; or

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• by the Chairman of the Meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

Resolution 2– Re-election of Mr Richard Robinson as a Director

In accordance with Listing Rule 14.4 and clause 6.3 of the Company’s constitution, Mr Richard Robinson must retire from office and is eligible for re-election.

Mr Robinson was appointed to the Board in 2015 as a non-executive Director.

Details of Mr Robinson’s background and experience are contained in the Company’s 2015 annual report.

Mr Robinson retires at this Meeting and, being eligible, offers himself for re-election pursuant to Resolution 2.

Directors’ recommendation

The Directors (apart from Mr Robinson) recommend that Shareholders vote in favour of the reelection of Mr Robinson pursuant to Resolution 2.

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

In accordance with Listing Rule 14.4 and clause 6.3 of the Company’s constitution, Mr Peter Wall must retire from office by rotation and is eligible for re-election.

Mr Wall was appointed to the Board in 2007 as a non-executive Director.

Details of Mr Wall’s background and experience are contained in the Company’s 2015 annual report.

Mr Wall retires by rotation at this meeting and, being eligible, offers himself for re-election pursuant to Resolution 3.

Directors’ recommendation

The Directors (apart from Mr Wall) recommend that Shareholders vote in favour of the reelection of Mr Wall pursuant to Resolution 3.

Resolution 4 – Grant of Retention Performance Rights to Mr Steve Banning, Managing Director

Mr Steve Banning was appointed as the Managing Director on 2 March 2015 ( Effective Date ).

On the Effective Date the Company released to ASX the details of Mr Banning’s remuneration. As part of his remuneration, Mr Banning is entitled to receive 250,000 Performance Rights, subject to Shareholder approval at the Annual General Meeting.

The primary purpose of the Performance Rights is to align the long-term interests of the Company and Mr Banning by providing an incentive to him to remain with the Company and increase shareholder value.

Nature of Performance Rights

A Performance Right is a right to acquire one Share in the Company at a future point in time for a nil exercise price.

Number of Performance Rights

The Board has agreed to grant 250,000 Performance Rights to Mr Banning.

The number of Performance Rights was determined on the basis of an appropriate level of retention incentive for the appointment to the role of Managing Director.

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Value of Performance Rights

The Board will determine the value of the Performance Rights at the time of issue based on the share price of the Company’s Shares traded on ASX at that time.

Vesting

The Performance Rights will vest and convert into Shares in three equal tranches on the first, second and third anniversary of the Effective Date, subject to Mr Banning being employed by the Company on the relevant anniversary.

Disclosure of regulatory information

The following information is provided in accordance with Listing Rule 10.15:

• the maximum number of Performance Rights that can be granted to Mr Banning under this approval is 250,000;

• no amount is payable by Mr Banning for the grant or exercise of a Performance Right;

• no person referred to in Listing Rule 10.14 has received securities under the employee incentive scheme;

• the name of the person referred to in Listing Rule 10.14 entitled to participate in the employee incentive scheme is Steve Banning;

• there is no loan proposed in relation to the proposed grant of Performance Rights to Mr Banning;

• the Performance Rights are intended to be granted to Mr Banning promptly after the Meeting and in any event not later than 12 months after the Meeting.

The following information is provided in accordance with Listing Rule 7.2, exception 14:

• because approval is being sought under Listing Rule 10.14, approval is not required under Listing Rule 7.1.

Directors’ recommendation

The Directors (other than Mr Banning) recommend that Shareholders vote in favour of Resolution 4.

Voting exclusion

The Company will disregard any votes cast on Resolution 4:

• in any capacity by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their associates; and

• as a proxy by a member of the KMP or a closely related party of a member of the KMP,

unless the vote is cast:

• as proxy for a person entitled to vote, in accordance with the directions on the Proxy Form; or

• by the Chairman of the Meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

Resolution 5 – Grant of 2015 Performance Rights to Mr Steve Banning, Managing Director

The Board recognises that it is desirable for the Managing Director (and other executives) to be remunerated in a manner that focuses their efforts on delivering long term value for shareholders.

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As a result, the Board has agreed to grant Performance Rights to Mr Steve Banning, Managing Director, under the Company’s Long Term Incentive Plan ( LTI Plan ) in respect of the 2015 financial year, subject to Shareholder approval. Shareholder approval is required under Listing Rule 10.14 for the acquisition of securities by a Director under an employee incentive scheme.

The key terms of the Performance Rights to be granted to Mr Banning are set out below.

Objectives of the LTI Plan

The objectives of the LTI Plan are to:

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

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

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

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 an independent contractor of LogiCamms or a subsidiary of LogiCamms (including a Director who is an employee) ( Eligible Participant ).

Board discretions

The Board has broad discretions under the LTI Plan, including as to:

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

• identifying persons eligible to participate in the LTI Plan;

• the number of Performance Rights that may be granted;

• the applicable performance measures that must be met before the Performance Rights vest; and

• 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.

Vesting procedure

Upon vesting of a Performance Right, the Company will either issue the Share to the Eligible Participant or to a LTI Plan trustee to hold for the Eligible Participant. Alternatively, the Company will procure the transfer of an existing Share to the Eligible Participant or the trustee.

Shares issued on exercise of Performance Rights

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. If they are exercised and the trustee holds the resulting Shares for an Eligible Participant, the trustee must pass any dividends on to, and exercise voting rights at the direction of, the Eligible Participant.

Lapse of Performance Rights

Performance Rights shall lapse upon:

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• the failure to meet any performance measures applicable to the Performance Rights;

• any expiry date that is specified in the offer to participate in the LTI Plan;

• a transfer of Performance Rights (except to an Eligible Participant’s legal personal representative following their death);

• if an Eligible Employee ceases to be an employee other than because of total and permanent disability, death or any other circumstance determined by the Board;

• the expiry of six months after ceasing to be an employee because of total and permanent disability, death or any other circumstance determined by the Board, if within that time the Board has not determined that the Performance Rights will vest;

• on winding up of the Company; or

• if the Eligible Participant acts fraudulently or dishonestly or is in breach of their obligations to the Company.

Restrictions on disposal

A Performance Rights holder is not able to transfer any Performance Rights except for a transmission to their legal personal representative following their death.

To promote loyalty to LogiCamms, the Board may determine that the Eligible Participant may not dispose of any Shares acquired on vesting of Performance Rights for a period up to seven years.

Participation rights of 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.

Adjustment of 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 that 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 holder is entitled will be changed in the manner required by the Listing Rules.

Takeovers

In the event of a takeover bid or scheme of arrangement in relation to a change of control of the Company, restrictions on the exercise of a Performance Right may lapse if the Board considers that the performance measures applicable to the Performance Rights have been satisfied on a pro rata basis, so that Performance Right holders are able to participate in the relevant transaction.

Nature of Performance Rights

A Performance Right is a right to acquire one Share in the Company at a future point in time for a nil exercise price.

Number of Performance Rights

The Board has agreed to grant 63,131 Performance Rights vesting on 30 June 2016 and 69,444 Performance Rights vesting on 30 June 2017 to Mr Banning in respect of the 2015 financial year.

The number of Performance Rights was determined in line with current market practice.

The fair value of each Performance Right at the date of allocation is set out below.

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Performance Rights Awarded (#)	Fair Value at Grant per right ($)	Total value of LTI awards ($)
63,131	$0.66	$41,666.46
69,444	$0.60	$41,666.40

Performance measures

The performance measures attaching to the grant of the Performance Rights were based on the strategic objectives of the Company for the 2015 financial year. Those performance measures are set out on page 19 of the 2015 Annual Report.

Performance period

Achievement of the applicable performance measures was determined over the 12 month period from 1 July 2014 to 30 June 2015. The vesting will occur in respect of 63,131 Performance Rights on 30 June 2016 and in respect of 69,444 Performance Rights on 30 June 2017.

Other terms of Performance Rights

The Performance Rights referred to in Resolution 5 will be granted on the terms and conditions of the Company’s Long Term Incentive Plan, which is summarised in the 2015 Annual Report.

Disclosure of regulatory information

The following information is provided in accordance with Listing Rule 10.15:

• the maximum number of Performance Rights that can be granted to Mr Banning under this approval is 132,575;

• no amount is payable by Mr Banning for the grant or exercise of a Performance Right;

• no person referred to in Listing Rule 10.14 has received securities under the Long Term Incentive Plan other than the proposed grant of Performance Rights to Mr Banning under Resolution 5;

• the name of the person referred to in Listing Rule 10.14 entitled to participate in the Long Term Incentive Plan is Steve Banning;

• there is no loan proposed in relation to the proposed grant of Performance Rights to Mr Banning;

• the Performance Rights are intended to be granted to Mr Banning promptly after the Meeting and in any event not later than 12 months after the Meeting.

The following information is provided in accordance with Listing Rule 7.2, exception 14:

• because approval is being sought under Listing Rule 10.14, approval is not required under Listing Rule 7.1.

Directors’ recommendation

The Directors (other than Mr Banning) recommend that Shareholders vote in favour of Resolution 5.

Voting exclusion

The Company will disregard any votes cast on Resolution 5:

• in any capacity by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their associates; and

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• as a proxy by a member of the KMP or a closely related party of a member of the KMP,

unless the vote is cast:

• as proxy for a person entitled to vote, in accordance with the directions on the Proxy Form; or

• by the Chairman of the Meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

Resolution 6 – Approval of 10% Placement Facility

Listing Rule 7.1A enables an eligible entity 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.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

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 exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (explained below).

Explanation of Listing Rule 7.1A

Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that an eligible entity that has obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement:

• plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;

• plus the number of partly paid ordinary shares that became fully paid in the 12 months;

• plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under Listing Rule 7.1 or Listing Rule 7.4. (This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval.);

• less the number of fully paid ordinary shares cancelled in the 12 months.

D is 10%.

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• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of holders of ordinary shares under Listing Rule 7.1 or Listing Rule 7.4.

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be no less than 75% of the VWAMP for Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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

• (b) if the Equity Securities are not issued within five Trading Days of the date in paragraph (a) 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 to occur of:

• (a) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; and

• (b) the date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking),

( 10% Placement Period ).

Effect of Listing Rule 7.1A

The effect of Resolution 6 (if passed) will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 6 is a special resolution and so requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Disclosure of regulatory information

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 VWAMP for the Company's Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded 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 five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 6 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 in that class may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

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• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date,

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

The below table shows the potential dilution of existing holders of Shares on the basis of the current market price of Shares and the current number of Shares for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice of Meeting.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary Shares the Company has on issue. The number of ordinary Shares on issue may increase as a result of issues of ordinary Shares 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 general meeting; and

• (ii) two examples of where the issue price of ordinary Shares has decreased by 50% and increased by 100% as against the current market price.

Variable “A” in Listing Rule 7.1A.2			**Dilution **
		$0.3525 50% decrease in issue price	$0.705 issue price	$1.41 100% increase in issue price
Current variable “A” 69,081,332	10% voting **dilution **	6,908,133	6,908,133	6,908,133
	Funds raised	$2,435,116.88	$4,870,233.77	$9,740,467.53
50% increase in current variable “A” 103,621,998	10% voting **dilution **	10,362,199	10,362,199	10,362,199
	Funds raised	$3,652,675.15	$7,305,350.30	$14,610,700.59
100% increase in current variable “A” 138,162,664	10% voting **dilution **	13,816,266	13,816,266	13,816,266
	Funds raised	$4,870,233.77	$9,740,467.53	$19,480,935.06

The table has been prepared on the following assumptions:

• (i) The issue price is $0.705, being the closing price of the Shares on ASX on 13 October 2015. This price is indicative only and does not take account of the 25% discount to market that Equity Securities may be issued at under Listing Rule 7.1A.

• (ii) The Company issues a maximum of 10% of the Company’s Shares on issue at the date of the Meeting. As at 13 October 2015 the Company has 69,081,332 Shares on issue.

• (iii) No options or other rights convertible into Shares are exercised into Shares before the date of the issue of the Equity Securities.

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

• (v) 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.

• (vi) 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.

• (vii) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. It does not show the effect of options or other rights convertible into Shares being issued under Listing Rule 7.1A.

• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 5 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (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:

• (i) non-cash consideration for the acquisition of new assets and investments. 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 for organic growth in operations, acquisitions of businesses (including expenses associated with acquisitions) and general working capital.

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

• (e) 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:

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

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

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

• (iv) advice from corporate, financial and broking advisers (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 assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

• (f) The Company has previously obtained Shareholder approval under Listing Rule 7.1A, however, no shares were issued under Listing Rule 7.1A since that approval was obtained on 20 November 2014. Issues of Equity Securities have been made in the 12 months preceding the date of the Meeting as set out in the table below. In aggregate,

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1,320,604 Equity Securities were issued in that period representing 1.86 % of the total number of Equity Securities on issue at the commencement of that 12 month period.

Date of issue:	6 March 2015
Number issued:	671,141 Ordinary Shares
Class/Type of equity security:	Fully Paid Ordinary Shares
Summary of terms:	Issued in accordance with the terms of the Business Purchase Agreement dated 13 February2015
Names of persons who received securities or basis on which those persons was determined:	Monarc Environmental Pty Ltd
Price:	$0.745 perOrdinary Share
Discount tomarket price (ifany):	Not applicable
For cash issues
Totalcashconsideration received:	Nil
Amount ofcashconsiderationspent:	Nil
Use ofcashconsideration:	Not applicable
Intended use for remaining amount of cash (if any):	Not applicable
For non-cash issues
Non-cash consideration paid:	$500,000.00
Currentvalue ofthatnon-cashconsideration:	$473,154.41(as at13 October 2015)
Date of issue:	26 August 2015
Number issued:	649,463 unlisted performance rights
Class/Type of equity security:	Performance rights
Summary of terms:	Issued pursuant to employee incentive schemes, terms of which are disclosed in the Company’s2015 annual report
Names of persons who received securities or basis on which those persons was determined:	Various employees of the Company
Price:	Nil – issued pursuant to employee incentive schemes
Discount to market price (if any):	Not applicable
For cash issues
Total cash consideration received:	Nil
Amount of cash consideration spent:	Nil
Use of cash consideration:	Not applicable
Intended use for remaining amount of cash (if any):	Not applicable
For non-cash issues
Non-cashconsiderationpaid:	Not applicable
Currentvalue ofthatnon-cashconsideration:	Not applicable

Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6.

Voting exclusion

The Company will disregard any votes cast on Resolution 6 by 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 Resolution 6 is passed (and any of their associates). However, the Company will not disregard a vote if:

• it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• it is cast by the Chairman of 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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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 Equity Securities under this approval. No existing Shareholder’s vote will therefore be excluded.

Resolution 7 – Adoption of proportional takeover provisions

When the Company listed on the ASX in 2007 the Company’s constitution contained provisions dealing with proportional takeover bids for Shares in accordance with the Corporations Act. The provisions, which are contained in schedule 5 of the constitution, are designed to assist Shareholders to receive proper value for their Shares if a proportional takeover bid was made for the Company.

Under the Corporations Act, these provisions must be renewed every three years or they will cease to have effect. The provisions were last renewed at the Company’s annual general meeting on 8 November in 2012. The provisions therefore ceased to have effect on 8 November 2015 and so were taken to be omitted from the constitution on that date. The Board proposes that the proportional takeover provisions be reinserted in the constitution for the same reason that they were originally included. The provisions are set out in the schedule to this Explanatory Statement.

Resolution 7 is a special resolution and so requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Corporations Act requires that the following information be provided to Shareholders when they are considering the inclusion of proportional takeover provisions in a constitution.

Effect

A proportional takeover bid is one where an offer is made to each Shareholder for a proportion of that Shareholder’s Shares.

With a proportional takeover provision in the constitution, in the event of a proportional takeover bid being made, the Directors must hold a meeting of the Shareholders of the class of Shares being bid for to consider whether or not to approve the bid. A resolution approving the bid must be voted on by the 14[th] day before the end of the bid period. The resolution will be passed if more than 50% of votes are cast in favour of the approval. (The bidder and its associates are not allowed to vote on the resolution.) If no such resolution is voted on by that deadline, a resolution approving the bid is taken to have been passed.

If a resolution to approve the bid is rejected, binding acceptances are required to be rescinded, and all unaccepted offers and offers failing to result in binding contacts are taken to have been withdrawn.

If the bid is approved or taken to have been approved, the transfers resulting from the bid may be registered provided they comply with other provisions of the Corporations Act and the Company’s constitution.

The proportional takeover provisions do not apply to full takeover bids.

Reasons

Without the proportional takeover approval provisions being included in the constitution, a proportional takeover bid may enable control of the Company to pass without Shareholders having the opportunity to sell all their Shares to the bidder. Shareholders may therefore be exposed to the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium for their Shares.

The proposed proportional takeover provisions lessen the risk because they allow Shareholders to decide whether a proportional takeover bid is acceptable and should be permitted to proceed.

No knowledge of any acquisition proposals

At the date of this notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

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Potential advantages and disadvantages

The Corporations Act requires that Shareholders be given a statement of the potential advantages and disadvantages of the provisions.

The Directors consider that the proposed proportional takeover provisions have no potential advantages or potential disadvantages for Directors because they remain free to make a recommendation on whether a proportional takeover bid should be approved.

The potential advantages of the proposed proportional takeover provisions for Shareholders are:

• (a) they give Shareholders their say in determining by majority vote whether a proportional takeover bid should proceed;

• (b) they may assist Shareholders avoid being locked in as a relatively powerless minority;

• (c) they increase Shareholders’ bargaining power and may assist in ensuring that any proportional bid is adequately priced; and

• (d) knowing the view of the majority of Shareholders assists each individual Shareholder in assessing the likely outcome of the proportional takeover bid and whether to approve or reject that offer.

Some potential disadvantages to Shareholders of the Company are:

• (a) they are a hurdle to, and may therefore discourage the making of, proportional takeover bids in respect of the Company;

• (b) this hurdle may depress the Share price or deny Shareholders an opportunity of selling their Shares at a premium; and

• (c) it may reduce the likelihood of a proportional takeover being successful.

However, the Directors do not perceive those or any other possible disadvantages as justification for not adopting the proportional takeover provisions.

Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 7.

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Glossary

In this Explanatory Statement, the following terms have the following meaning:

Annual General Annual general meeting of Shareholders of the Company or any Meeting or Meeting adjournment of it, convened by the Notice.

ASIC Australian Securities & Investments Commission. ASX ASX Limited, trading as the Australian Securities Exchange. Board or Board of Directors of the Company. LogiCamms Board 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. Equity Securities Has the same meaning as in the Listing Rules. Group The Company and its subsidiaries. Holder The registered holder of Options or Performance Rights as the context requires. Key Management Those persons having authority and responsibility for planning, directing and Personnel or KMP controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Listing Rules The Listing Rules of ASX. Managing Director The managing director of the Company, as at the date of this Notice being Mr Steve Banning. Non-Executive A Director who is not an employee of the Company. Director Notice and Notice of The notice of Annual General Meeting, which accompanies this Explanatory Annual General Statement. Meeting Performance Right A right to acquire a Share (by subscription or transfer). Proxy Form The proxy form accompanying the Notice. 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. Trading Days Has the same meaning as in the Listing Rules. VWAMP Volume weighted average market price, as defined in the Listing Rules.

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Schedule – proportional takeover provisions

The constitution of the Company is amended as follows:

• (a) A new Article 4.5(e) is inserted, as follows: “Schedule 5 applies and forms part of the Constitution”.

• (b) The following schedule is inserted at the end of the constitution:

“Schedule 5 – Proportional Takeover Bid Approval

1 Definitions

In this schedule:

Approving Resolution means a resolution to approve a proportional takeover bid in accordance with this schedule.

Deadline means the 14[th] day before the last day of the bid period for a proportional takeover bid.

Voter means a person (other than the bidder under a proportional takeover bid or an associate of that bidder) who, as at the end of the day on which the first offer under that bid was made, held bid class securities for that bid.

2 Refusal of transfers

• 2.1

Requirement for an Approving Resolution

• (a) The Company must refuse to register a transfer of Shares giving effect to a takeover contract for a proportional takeover bid unless and until an Approving Resolution is passed in accordance with this Schedule 5.

• (b) This Schedule 5 ceases to apply on the third anniversary of its last adoption, or last renewal, in accordance with the Corporations Act.

• 2.2 Voting on an Approving Resolution

• (a) When offers are made under a proportional takeover bid, the Directors must, subject to the Corporations Act, call and arrange to hold a meeting of Voters for the purpose of voting on an Approving Resolution before the Deadline.

• (b) The provisions of this Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under clause 2.2(a).

• (c) Subject to this Constitution, every Voter present at the meeting held under clause 2.2(a) is entitled to one vote for each Share in the bid class securities that the Voter holds.

• (d) To be effective, an Approving Resolution must be passed before the Deadline.

• (e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

• (f) If no Approving Resolution has been voted on as at the end of the day before the Deadline, an Approving Resolution is taken, for the purposes of this schedule, to have been passed in accordance with this schedule.”

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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 appoint:

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

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

or failing that person, or if no person is named, 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 24 November 2015 at 2.00pm (Brisbane time) at Grand Chancellor Hotel, 23 Leichhardt Street, Spring Hill, Brisbane QLD and at any adjournment of the meeting.

If you appoint the Chairman of the Meeting as your proxy and do not direct the proxy how to vote on items 1, 4, and 5 you expressly authorise the Chairman of the Meeting to exercise the proxy in relation to items 1, 4, and 5 even though each resolution is connected with the remuneration of members of the key management personnel of the Company and even if the Chairman of the Meeting has an interest in the outcome of the resolution.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business. If you do not want the Chairman to vote your proxy in favour of any item, please mark the relevant box below.

Voting directions

Please read the voting instructions on the next page before marking any boxes with an

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 Richard Robinson)
Resolution	3	Re-election of Director (Mr Peter Wall)
Resolution	4	Grant of Retention Performance Rights to Managing
		Director
Resolution	5	Grant of 2015 Performance Rights to Managing Director
Resolution	6	Approval of 10% Placement Facility
Resolution	7	Adoption of Proportional Takeover Provision

Signature - this must be completed

Individuals andjoint holders Signature Signature Signature	Companies
Signature	**Director **
Signature	Director/Company Secretary
Signature	**Sole Director **

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Your details

You must insert your name and address for your Proxy Form to be valid.

How to vote on items of business

All your shares will be voted in accordance with your directions.

Appointment of proxy

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 on a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of shares 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 shares 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 shares for each at the beginning of the Proxy Form.

A proxy need not be a shareholder of the Company.

Signing instructions

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the Company, please attach a certified photocopy of the Power of Attorney to this 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 either 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 the assist registration. If a representative of a corporate shareholders or proxy is to attend the Meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission.

Comments & Questions

If you have any comments of questions for the Company, please write them on a separate sheet of paper and return with this form.

Lodgment of 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: 433 Boundary Street, Spring Hill, Brisbane QLD 4000 By mail: PO Box 510, Spring Hill, Brisbane QLD 4004 By fax: +61 7 3058 7111

no later than 2.00pm (Brisbane time) on 20 November 2015 . Any Proxy Form received after that time will not be valid for the Annual General Meeting.

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