VERBREC LIMITED — AGM Information 2016

Oct 24, 2016

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LogiCamms Limited ABN 90 127 897 689

Notice of Annual General Meeting and Explanatory Statement

Venue: Capri by Fraser, 80 Albert Street, Brisbane Date: Thursday, 24 November 2016 Time: Commencing at 2.00pm (Brisbane time)

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Contents

Page Notice of Annual General Meeting ...................................................................................... 2 Proxy Appointment, Voting and Meeting Instructions ....................................................... 6 Explanatory Statement ......................................................................................................... 8

Ke dates y

The key dates for the AGM are set out below.

Event	Date
Last day for receipt of proxies*	2.00pm, Tuesday, 22 November 2016
Snapshot time for eligibility to vote	7.00pm, Wednesday, 23 November 2016
Annual General Meeting	2.00pm, Thursday, 24 November 2016

*Proxy Forms received after 2.00pm on Tuesday, 22 November 2016 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 Capri by Fraser, 80 Albert Street, Brisbane, Queensland on Thursday, 24 November 2016 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 2016.

Resolution 1 – Adoption of Remuneration Report

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

"That, for the purposes of section 250R(2) of the Corporations Act, the remuneration report contained in the Directors' report for the year ended 30 June 2016 be adopted by the Company."

Please note that the vote on this resolution is advisory only, and does not bind the Directors or the Company.

Voting exclusion statement:In accordance with section 250R of the Corporations Act, a vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:  a member of the Key Management Personnel whose remuneration details are included in the remuneration report; or  a Closely Related Party of such member. However, the above persons may cast a vote on Resolution 1 if:  the person does so as a proxy; and  the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report of a Closely Related Party of such a member; and  either: o the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or o the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on Resolution 1 and expressly authorises the Chair to vote as the proxy even if the Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity.

Resolution 2 – Re-election of Mr Peter Watson as a Director

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

“That Mr Peter Watson, 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.’

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Special Business

Resolution 3 – Grant of 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 346,154 Performance Rights vesting on 28 September 2017 and 346,154 Performance Rights vesting on 28 September 2018, to Mr Steve Banning, the Managing Director, on the terms and conditions summarised in the Explanatory Statement, be approved.”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 3 by:

• Mr Steve Banning; and

• any Associates of Mr Steve Banning.

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

• if 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 4 – Grant of Performance Options 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 2,156,550 Performance Options vesting on 30 June 2018 and 30 June 2019 and exercisable into Shares on a 1:1 basis at $nil per Performance Option, to Mr Steve Banning, the Managing Director, on the terms and conditions summarised in the Explanatory Statement, be approved.”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 4 by:

• Mr Steve Banning; and

• any Associates of Mr Steve Banning.

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

• if 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 5 – Grant of Performance Rights to Mr Richard Robinson, NonExecutive Director

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

“That, for the purposes of Listing Rule 10.11, the grant of 16,667 Performance Rights vesting with effect promptly after the Meeting and in any event not later than 1 month after the Meeting, 16,667 Performance Rights vesting on 26 May 2017, and 16,666 Performance Rights vesting on 26 May 2018, to Mr Richard Robinson, a Non-Executive Director, on the terms and conditions summarised in the Explanatory Statement, be approved.”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 5 by:

• Mr Richard Robinson; and

• any Associates of Mr Richard Robinson.

However, the Company need not disregard a vote if:

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• 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

• if 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 6 – 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(b), the Long Term Incentive Plan, the terms and conditions of which are summarised in the Explanatory Statement, and the issue of securities under the plan, be approved.”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 6 by:

• a Director of the Company (except one who is ineligible to participate in the Long Term Incentive Plan in relation to the Company);

• any Associates of a . Director of the Company (except one who is ineligible to participate in the Long Term Incentive Plan in relation to the Company).

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

• if 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 7 – Approval of Short 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(b), the Short Term Incentive Plan, the terms and conditions of which are summarised in the Explanatory Statement, and the issue of securities under the plan, be approved.”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 7 by:

• a Director of the Company (except one who is ineligible to participate in the Short Term Incentive Plan in relation to the Company);

• any Associates of a . Director of the Company (except one who is ineligible to participate in the Short Term Incentive Plan in relation to the Company).

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

• if 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.

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Resolution 8 – 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.”

Voting exclusion statement: The Company will disregard any votes cast on this Resolution 8 by a person (and any associates of such a person) who may participate in the issue of the Shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution 8 is passed.

However, the Company need not disregard a vote if:

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

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in

accordance with a direction on the proxy form to vote as the proxy decides.

Important note: The proposed allottees of any Equity Securities under the 10% Placement Facility are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of this Resolution), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

By order of the Board of Directors

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Paul Bowker Company Secretary

24 October 2016

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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: Level 14, 200 Mary Street, Brisbane QLD 4000 By mail: PO Box 3291, Brisbane GPO QLD 4000 By fax: +61 7 3058 7111

no later than 2.00pm (Brisbane time) on 22 November 2016 . 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, 3, 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.

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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 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 2016 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 2016 (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 18 November 2016:

By hand: Level 14, 200 Mary Street, Brisbane QLD 4000 By mail: PO Box 3291, Brisbane GPO QLD 4000 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 18 November 2016, 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 2016. 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 2016 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 2016 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 the Company ;

• 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 2016.

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 re-election.

Directors’ recommendation and voting exclusion statement

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

A voting exclusion statement is contained in the Notice.

Resolution 2 – Re-election of Mr Peter Watson as Non-Executive Chair

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

Mr Watson was appointed to the Board in 2011 as a non-executive Chairman.

Details of Mr Watson’s background and experience are contained in the Company’s 2016 annual report.

Mr Watson retires by rotation at this meeting and, being eligible, offers himself for re-election pursuant to Resolution 2.

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Directors’ recommendation

The Directors (apart from Mr Watson) recommend that Shareholders vote in favour of the re-election of Mr Watson pursuant to Resolution 2.

Resolution 3 – Grant of Performance Rights to Mr Steve Banning, Managing Director under the LTI Plan

Overview

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.

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 2016 financial year, subject to Shareholder approval.

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

Key terms of the Performance Rights

The Performance Rights referred to in Resolution 3 will be granted on the terms and conditions of the Company’s LTI Plan, which are summarised in the 2016 Annual Report and detailed in the Explanatory Statement for Resolution 6.

Terms specific to the issue of Performance Rights to Mr Banning are contained below:

 Number of Performance Rights

The Board has agreed to grant 346,154 Performance Rights vesting on 28 September 2017 and 346,154 Performance Rights vesting on 28 September 2018 to Mr Banning in respect of the 2016 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.

Performance Rights Awarded (#)	Fair Value at Grant per right ($)	Total value of LTI awards ($)
692,308	$0.39	$270,000.00

 Performance measures

The performance measures attaching to the grant of the Performance Rights were based on the strategic objectives of the Company for the 2016 financial year. Those performance measures are set out on page 20 of the 2016 Annual Report.

 Performance period

Achievement of the applicable performance measures was determined over the 12 month period from 1 July 2015 to 30 June 2016. The vesting will occur in respect of 346,154 Performance Rights on 28 September 2017 and in respect of 346,154 Performance Rights on 28 September 2018.

Regulatory requirements

ASX Listing Rules

Shareholder approval is required under Listing Rule 10.14 for the acquisition of securities by a Director under an employee incentive scheme. Listing Rule 10.15 sets out the requirements for inclusion in a

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notice of meeting for the approval of the issue of securities under ASX Listing Rule 10.15. This information is provided below.

Because approval is being sought under Listing Rule 10.14, approval is not required under Listing Rule 7.1

		Detail under Listing Rule 10.15	Detail under Listing Rule 10.15	Detail under Listing Rule 10.15	Detail under Listing Rule 10.15
Details of the acquirer:		Mr Steve Banning, Managing Director
Maximum number of securities that may be obtained:		The Board has agreed to grant 346,154 Performance Rights vesting on 28 September 2017 and 346,154 Performance Rights vesting on 28 September 2018 to Mr Banning in respect of the 2016 financial year. The maximum number of Performance Rights that can be granted to Mr Banning under this approval is 692,308.
The price for which the securities will be acquired:		No amount is payable by Mr Banning for the grant or exercise of a Performance Right.
Persons referred to in rule 10.14 who received securities under the LTI Plan since the last approval and details of issue:		Name	No. of Securities	Acquisition Price
		Mr Steven Banning	515,933 Performance Rights	$nil
		Mr Steven Banning	544,960 Share Appreciation Rights	$nil
		Mr Matthew Adamo	250,000 Performance Rights	$nil
The persons entitled to participate in the LTI Plan:		The LTI Plan is open to any person who is a full-time or part-time employee or an independent contractor of the Company or a subsidiary of the Company (including a Director who is an employee) (Eligible Participant).
The terms of any loan in in relation to the issue of the securities:		There is no loan proposed in relation to the proposed grant of Performance Rights to Mr Banning.
The date by which the securities will be issued:		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.
Voting exclusion statement:		A voting exclusion statement is contained in the Notice.

Corporations Act - treatment of remuneration matters

Pursuant to Chapter 2E of the Corporations Act, a public company cannot give a financial benefit to a related party unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Section 211 of the Corporations Act provides an exception to the provisions of Chapter 2E of the Corporations Act will occur where the financial benefit is given to the related party as an officer of the company and to give the remuneration would be reasonable given the circumstances of the company and the related party's circumstances (including the responsibilities involved in the office or employment).

The Company considers the proposed issue of the Performance Rights to Mr Steve Banning to be reasonable remuneration for a company of the size and nature of the Company and, as such, falls within the exception set out in section 211 of the Corporations Act. In addition, the issue of the Performance Rights are made under the LTI Plan, which was approved by shareholders of the Company at the Company's 2012 annual general meeting and is being put forward for approval under Resolution 6 at the 2016 Annual General Meeting.

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Directors’ recommendation and voting exclusion statement

The Directors (other than Mr Banning) recommend that Shareholders vote in favour of Resolution 3.

A voting exclusion statement is contained in the Notice.

Resolution 4 – Grant of Performance Options to Mr Steve Banning, Managing Director under the LTI Plan

Overview

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

As a result, the Board has agreed to grant Performance Options ( Performance Options ) to Mr Steve Banning, Managing Director, subject to Shareholder approval.

The Performance Options will be exercisable into Shares on a 1 for 1 basis on satisfaction of the vesting conditions and for a nil exercise price.

Key terms of the Performance Options

The Performance Options referred to in Resolution 4 will be granted on the terms and conditions of the Company’s LTI Plan, which are detailed in the Explanatory Statement for Resolution 6.

Terms specific to the issue of Performance Options to Mr Banning are contained in the table below.

Regulatory requirements

ASX Listing Rules

Shareholder approval is required under Listing Rule 10.14 for the acquisition of securities by a Director under an employee incentive scheme. Listing Rule 10.15 sets out the requirements for inclusion in a notice of meeting for the approval of the issue of securities under ASX Listing Rule 10.15. This information is provided below.

Because approval is being sought under Listing Rule 10.14, approval is not required under Listing Rule 7.1

		Detail under Listing Rule 10.15	Detail under Listing Rule 10.15	Detail under Listing Rule 10.15	Detail under Listing Rule 10.15
Details of the acquirer:		Mr Steve Banning, Managing Director.
Maximum number of Performance Options that may be issued:		The Board has agreed to issue a maximum of 2,156,550 Performance Options to Mr Steve Banning in respect of the 2017 financial year. The Performance Options are exercisable into Shares on a 1 for 1 basis subject to the vesting conditions being met and the exercise price being paid.
The price for which the securities will be acquired:		The Performance Options are being granted for nil consideration. Each Performance Option is exercisable into a Share at a nil exercise price.
Persons referred to in rule 10.14 who received securities under the LTI Plan since the last approval and details of issue:		Name	No. of Securities	Acquisition Price
		Mr Steven Banning	515,933 Performance Rights	$nil
		Mr Steven Banning	544,960 Share Appreciation Rights	$nil
		Mr Matthew Adamo	250,000 Performance Rights	$nil
Performance period:		The performance period will be 3 years commencing from 1 July 2016. For the FY2017 award, one-third (33%) of the LTI award will vest in 2 years conditional on performance over the two year period (1 July 2016 to 30 June 2018) while theremaining two-thirds (67%)will vestin3 years conditionalonperformance

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over the three year period (1 July 2016 to 30 June 2019). Vested Performance Options that are not exercised by the expiry date of 30 June 2020 will lapse. Vesting Conditions: Performance Options will be subject to the Company achieving Earnings per Share ( EPS ) Compound Annual Growth Rate ( CAGR ) over a two and three year performance period. EPS is calculated by dividing the statutory net profit after tax by the weighted average number of ordinary shares of the Company on issue. EPS growth is measured over a two and three year period (based on vesting dates) using a base of EPS of 4.86 cents for financial year 2016.

The Board may use its discretion to adjust the EPS base or target for any abnormal items. In addition, as the Performance Options are proposed to be issued “at-the-money” (the exercise price will be equal to a share price 0.39 per share), an implicit share price hurdle is incorporated (the Performance Options will ultimately only be of value with share price accretion). This externally-based hurdle complements the internally-based EPS performance measure above.

EPS CAGR performance over the relevant performance period	Percentage of Performance Options that vest
Less than 4.5% EPS growth	0%
Between 4.5% and 7% EPS growth	Pro-rata vesting between 0% and 100%
7% or greater EPS growth	100% vesting

.

If the Managing Director ceases employment with the Company before the Performance Options vest, then all unvested Performance Options approved by Shareholders in accordance with this resolution will lapse. In some circumstances, including genuine retirement or redundancy, the Board may exercise discretion to determine the treatment of unvested Performance Options and, to the extent permitted by law, may elect to settle any Performance Options by way of a cash payment (rather than ordinary shares).

Fair value: The fair value of the Performance Options at the date of allocation is set out below.

		Performance Fair Value at	Total value of LTI
		Options granted Grant per right ($)	award grant ($)
		(#)
		2,156,550 $0.1252	$270,000
The	persons	The LTI Plan is open to any person who is a full-time or part-time employee or
entitled	to	an independent contractor of the Company or a subsidiary of the		Company
participate	in the	(including a Director who is an employee) (Eligible Participant).
LTI Plan:
The terms	of any	There is no loan proposed in relation to the proposed grant of Performance
loan in in relation to		Options to Mr Banning.
the issue	of the
securities:
The date by which		The Performance Options are intended to be issued to Mr Steve			Banning
the securities will		promptly after the Meeting and in any event not later than 12 months			after the
be issued:		date of the Meeting.
Voting exclusion		A voting exclusion statement is contained in the Notice.
statement:

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Corporations Act - treatment of remuneration matters

Pursuant to Chapter 2E of the Corporations Act, a public company cannot give a financial benefit to a related party unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Section 211 of the Corporations Act provides an exception to the provisions of Chapter 2E of the Corporations Act will occur where the financial benefit is given to the related party as an officer of the company and to give the remuneration would be reasonable given the circumstances of the company and the related party's circumstances (including the responsibilities involved in the office or employment).

The Company considers the proposed issue of the Performance Options to Mr Steve Banning to be reasonable compensation for a company of the size and nature of the Company and, as such, falls within the exception set out in section 211 of the Corporations Act.

Directors’ recommendation and voting exclusion statement

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

A voting exclusion statement is contained in the Notice.

Resolution 5 – Grant of Performance Rights to Mr Richard Robinson, NonExecutive Director

Overview

The Board has agreed to grant Performance Rights to Mr Richard Robinson, Non-Executive Director, subject to Shareholder approval. The Performance Rights are proposed to be issued outside of the Company’s LTI Plan.

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

Regulatory requirements

ASX Listing Rules

Shareholder approval is required under Listing Rule 10.11 for the acquisition of securities by a Director. Listing Rule 10.12 sets out the requirements for inclusion in a notice of meeting for the approval of the issue of securities under ASX Listing Rule 10.13. This information is provided below.

Because approval is being sought under Listing Rule 10.13, approval is not required under Listing Rule 7.1

		Detail under Listing Rule 10.13
Details of the acquirer:		Mr Richard Robinson, Non-Executive Director.
Maximum number of securities to be issued:		The Board has agreed to grant a maximum of 50,000 Performance Rights vesting as follows: Number of Performance Rights Vesting date 16,667 Performance Rights Vests on issue 16,667 Performance Rights Vests on 26 May 2017 16,666 Performance Rights Vests on 26 May 2018 A Performance Right is a right to acquire one Share in the Company at a future point in time for a nil exercise price. The number of Performance Rights was determined in line with current market practice.

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The price for which the securities will be issued:	No amount is payable by Mr Richard Robinson for the grant or exercise of a Performance Right. The fair value of each Performance Right at the date of allocation is set out below. Performance Rights Awarded (#) Fair Value at Grant per right ($) Total value of awards ($) 50,000 $0.44 $22,000.00
The date by which the securities will be issued:	The Performance Rights are intended to be granted to Mr Richard Robinson promptly after the Meeting and in any event not later than 1 month after the Meeting.
The intended use of funds raised from the issue of the Performance Rights:	N/A as the Performance Rights are to be issued for nil consideration.
Performance hurdle:	In order to convert the Performance Rights to Shares on a 1:1 basis, Mr Richard Robinson must have been retained by the Company as a non- executive Director of the Company as at the relevant vesting date.
Performance period	Achievement of the applicable performance measure will be determined as at each applicable vesting date. The Performance Rights will vest in the event the performance hurdle has been met as at each applicable vesting date (detailed above).
Performance Rights not to be quoted	The 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 Right provided the Shares are listed on ASX at that time.
Vesting procedure:	Upon vesting of a Performance Right, the Company will issue the Share to Mr Richard Robinson. Alternatively, the Company will procure the transfer of an existing Share to Mr Richard Robinson.
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. By holding of the Performance Rights, Mr Richard Robinson will not be eligible to vote at meetings of the Company or receive dividends until the Performance Rights are exercised.
Lapse of Performance Rights:	The Performance Rights shall lapse upon:  the failure to meet any performance measures applicable to the Performance Rights;  a transfer of Performance Rights (except to the legal personal representative following Mr Richard Robinson's death);  if Mr Richard Robinson ceases to be a Non-Executive Director 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 Rights will vest;  on winding up of the Company; or  if Mr Richard Robinson acts fraudulently or dishonestly or is in breach of their obligations to the Company.

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Restrictions on disposal:	Mr Richard Robinson is not able to transfer any Performance Rights except for a transmission to his legal personal representative following their death. To promote loyalty to the Company , the Board may determine that Mr Richard Robinson may not dispose of any Shares acquired on vesting of Performance Rights for a period up to seven years.
Participation rights of holders:	Mr Richard Robinson will only be permitted to participate in a new issue of Shares by the Company if he exercises his Performance Rights before the record date for the relevant issue.
Adjustment of Performance Rights:	If the Company 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, Mr Richard Robinson is entitled to receive the number of bonus Shares that would have been issued if the 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 the Company , the number of Performance Right to Mr Richard Robinson 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 Right have been satisfied on a pro rata basis, so Mr Richard Robinson is able to participate in the relevant transaction.
Amending the terms of the Performance Rights:	Subject to the Listing Rules, the Board may amend all or any terms of the Performance Rights.
Voting exclusion statement:	A voting exclusion statement is contained in the Notice.

Corporations Act - treatment of remuneration matters

Pursuant to Chapter 2E of the Corporations Act, a public company cannot give a financial benefit to a related party unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Section 211 of the Corporations Act provides an exception to the provisions of Chapter 2E of the Corporations Act will occur where the financial benefit is given to the related party as an officer of the company and to give the remuneration would be reasonable given the circumstances of the company and the related party's circumstances (including the responsibilities involved in the office or employment).

The Company considers the proposed issue of the Performance Rights to Mr Richard Robinson to be reasonable compensation for a company of the size and nature of the Company and, as such, falls within the exception set out in section 211 of the Corporations Act.

Directors’ recommendation and voting exclusion statement

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

A voting exclusion statement is contained in the Notice.

Resolution 6 – Approval of Long Term Incentive Plan

Overview

In 2012 the Company established a LTI Plan that is open to eligible Directors and employees to acquire Shares in the Company. The key terms of the LTI Plan are summarised below.

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Under the LTI Plan, the Company may grant Performance Options, Performance Rights, and Share Appreciation Rights to acquire Shares on terms set by the Board in its discretion. The Shares may be acquired by the subscription for new Shares or the transfer of existing Shares.

The Performance Options are referred to as Performance Options in this section of the Explanatory Statement. and the Performance Rights, and Share Appreciation Rights are referred to as Rights in this section of the Explanatory Statement.

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 provides that securities issued pursuant to an employee incentive scheme that has been approved by Shareholders within the previous three year period will not constitute securities that 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 to 15% of its issued capital, unless Shareholder approval is obtained. Securities issued pursuant to an exception to Listing Rule 7.1 are not counted for the purposes of the limit.

If Resolution 6 is approved, it will give the Company more flexibility to issue securities under the LTI Plan during the next three years as the number of Equity Securities that can be issued within the 15% limit will not be reduced by any securities issued under the LTI Plan during that period.

The LTI Plan was previously approved at the 2012 annual general meeting.

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

A summary of the LTI Plan is provided below:

Participants:	The LTI Plan is open to any person who is a full-time or part-time employee or an independent contractor of the Company or a subsidiary of the Company (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 Rights or Performance Options that may be granted;  the applicable performance measures that must be met before the Rights or Performance Options vest; and  the periods during which Rights or Performance Options may be exercised.
Rights and Performance Options not to be quoted:	The Rights and Performance Options will not be quoted on ASX. However, application will be made to ASX for official quotation of Shares issued on the exercise of a Right or a Performance Options provided the Shares are listed on ASX at that time.
Vesting procedure:	Upon vesting of a Right or a Performance Options, 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.

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Shares issued on exercise of Rights or Performance Options:	Shares issued pursuant to the exercise of Rights or Performance Options will in all respects rank equally and carry the same rights and entitlements as other Shares on issue. Holders of Rights or Performance Options will not be eligible to vote at meetings of the Company or receive dividends until the Rights or Performance Options 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 Rights and Performance Options :	Rights and Performance Options shall lapse upon:  the failure to meet any performance measures applicable to the Rights or Performance Options;  any expiry date that is specified in the offer to participate in the LTI Plan;  a transfer of Rights or Performance Options (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 Rights or Performance Options 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 Rights or Performance Options holder is not able to transfer any Rights or Performance Options except for a transmission to their legal personal representative following their death. To promote loyalty to the Company , the Board may determine that the Eligible Participant may not dispose of any Shares acquired on vesting of Rights or Performance Options 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 the Company if they exercise their Rights or Performance Options before the record date for the relevant issue.
Adjustment of Rights and Performance Options:	If the Company makes a pro rata bonus issue, and a Right or Performance Option is not exercised before the record date for that bonus issue, then on exercise of the Right or Performance Options, the holder is entitled to receive the number of bonus Shares that would have been issued if the Right or Performance Options 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 the Company, the number of Rights or Performance Options 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 Right or Performance Options may lapse if the Board considers that the performance measures applicable to the Rights have been satisfied on a pro rata basis, so that Right holders or Performance Option holder are able to participate in the relevant transaction.
Amending the LTI Plan	Subject to the Listing Rules, the Board may amend all or any provisions of the LTI Plan.

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Prior issues under the LTI Plan since the 2012 annual general meeting

The below table contains details of the number of securities issued under the LTI Plan since the last approval at the 2012 annual general meeting:

Number of Securities Issued	Type of Security
3,063,018	Performance Rights
4,005,554	Share Appreciation Rights
0	Performance Options

Directors’ recommendation and voting exclusion statement

The Directors (other than Mr Banning, who is entitled to participate in the LTI Plan) recommend that Shareholders vote in favour of Resolution 6.

A voting exclusion is contained in the Notice.

Resolution 7 – Approval of Short Term Incentive Plan

Overview

In 2012 the Company established a Short Term Incentive Plan ( STI Plan ) that is open to eligible Directors and employees of the Company. The key terms of the STI Plan are summarised below.

Under the STI Plan, each eligible participant may receive an annual award based on a percentage of their base salary for the year.

The nature of the award may be cash or Performance Rights, as determined by the Company.

Listing Rule 7.2 – Exception 9

Shareholder approval of the STI Plan is sought for the purposes of Listing Rule 7.2 exception 9, which provides that securities issued pursuant to an employee incentive scheme that has been approved by Shareholders within the previous three year period will not constitute securities that 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 to 15% of its issued capital, unless Shareholder approval is obtained. Securities issued pursuant to an exception to Listing Rule 7.1 are not counted for the purposes of the limit.

If Resolution 7 is approved, it will give the Company more flexibility to issue securities under the STI Plan during the next three years as the number of Equity Securities that can be issued within the 15% limit will not be reduced by any securities issued under the LTI Plan during that period.

The STI Plan was previously approved at the 2012 annual general meeting.

Objectives of the STI Plan

• The objectives of the STI Plan are to: reward performance by employees of the Company over a shorter period than the LTI Plan; and

• retain key employees of the Company .

Summary of terms of STI Plan

A summary of the STI Plan is provided below:

Participants: The STI Plan is open to any person who is a full-time or part-time employee or an independent contractor of the Company or a subsidiary of the Company (including a Director who is an employee) ( Eligible Participant ).

Performance An Eligible Participant is only entitled to an award under the STI Plan if certain

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measures: performance measures are achieved for the year. Those performance measures relate to:

measures:	performance measures are achieved for the year. Those performance measures relate to:
	 financial performance of the Company and its subsidiaries;  financial performance of the eligible participant’s business unit;  cash management;  operational efficiency;  customer feedback;  people management; and  safety.
Performance Rights:	If a Performance Right is issued under the STI Plan, it will only vest if the eligible participant remains employed by the Company for at least 12 months from the grant of the Performance Right. The number of Performance Rights granted to an eligible participant under the STI Plan will be calculated by dividing the relevant proportion of the total amount of the target incentive that vests by the VWAMP of Shares during the month following the end of the relevant financial year. Performance Rights must be exercised within two years of the vesting date. Any Share acquired by an Eligible Participant following exercise of a Performance Right may be sold at any time. A Performance Right issued under the STI Plan will otherwise be issued on the same terms and conditions as a Performance Right issued under the LTI Plan.
General terms:	The general terms of the LTI Plan that are summarised earlier in respect of Resolution 6 also apply to the STI Plan.

Prior issues under the STI since the 2012 annual general meeting

The below table contains details of the number of securities issued under the STI Plan since the last approval at the 2012 annual general meeting:

Number of Securities Issued	Type of Security
266,203	Performance Rights

Directors’ recommendation and voting exclusion statement

The Directors (other than Mr Banning, who is entitled to participate in the STI Plan) recommend that Shareholders vote in favour of Resolution 7.

A voting exclusion is contained in the Notice.

Resolution 8 – 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 not included in the S&P/ASX 300 Index, has a market capitalisation of $30,395,786 (as at close of trading on 21 October 2016) and hence, 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.

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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%.

• 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

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

• (i) the market price for the Company's Equity Securities 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

• (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.

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Variable “A” in Listing Rule 7.1A.2			**Dilution **
		$0.2225 50% decrease in issue price	$0.445 issue price	$0.89 100% increase in issue price
Current variable “A” 69,429,614	10% voting dilution	6,942,961	6,942,961	6,942,961
	Funds raised	$1,544,808.82	$3,089,617.65	$6,179,235.29
50% increase in current variable “A” 104,144,421	10% voting dilution	10,414,442	10,414,442	10,414,442
	Funds raised	$2,317,213.35	$4,634,426.69	$9,268,853.38
100% increase in current variable “A” 138,859,228	10% voting dilution	13,885,922	13,885,922	13,885,922
	Funds raised	$3,089,617.65	$6,179,235.29	$12,358,470.58

The table has been prepared on the following assumptions:

• (i) The issue price is $0.445, being the closing price of the Shares on ASX on 12 October 2016. 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 12 October 2016 the Company has 69,429,614 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.

• (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 8 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (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:

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• (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 did not receive Shareholder approval under Listing Rule 7.1A at the 2015 annual general meeting.

Directors’ recommendation and voting exclusion statement

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

A voting exclusion statement is contained in the Notice.

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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. Closely Related Has the same meaning as in the Corporations Act. Party 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 Performance 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 Option An option to acquire a Share. 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. Special Resolution Has the same meaning as in the Corporations Act. 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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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 2016 at 2.00pm (Brisbane time) at Capri by Fraser, 80 Albert Street, Brisbane 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, 3, 4, and 5 you expressly authorise the Chairman of the Meeting to exercise the proxy in relation to items 1, 3, 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 Peter Watson)
Resolution	3	Grant of Performance Rights to Managing Director
Resolution	4	Grant of Performance Options to Managing Director
Resolution	5	Grant of Performance Rights to Non-Executive Director
Resolution	6	Approval of Long Term Incentive Plan
Resolution	7	Approval of Short Term Incentive Plan
Resolution	8	Approval of 10% Placement Facility

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: Level 14, 200 Mary Street, Brisbane QLD 4000 By mail: PO Box 3291, Brisbane GPO QLD 4000 By fax: +61 7 3058 7111

no later than 2.00pm (Brisbane time) on 22 November 2016 . Any Proxy Form received after that time will not be valid for the Annual General Meeting.

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