VERBREC LIMITED — Proxy Solicitation & Information Statement 2009

Dec 20, 2009

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LogiCamms Limited ACN 127 897 689

Notice of Extraordinary General Meeting and Explanatory Statement

Extraordinary General Meeting to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, WA on Thursday, 21 January 2010 commencing at 10am (WST)

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

Final LCM Notice of EGM

Contents

Page

Notice of Meeting .................................................................................................................2 Proxy appointment and voting instructions.......................................................................4 Explanatory Statement.........................................................................................................5 Proxy Form .........................................................................................................................16

Key dates

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

Event

Date

Announcement of MPA Acquisition 7 December 2009 Announcement of Proposed Placement 18 December 2009 Snapshot date for eligibility to vote 19 January 2010 Last day for receipt of proxies 19 January 2010 Extraordinary General Meeting 21 January 2010*

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

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Notice of Meeting

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of LogiCamms Limited ACN 127 897 689 (the Company) will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, WA on Tuesday, 21 January 2010 commencing at 10am (WST) .

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

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

AGENDA

Resolution 1 - Proposed issue of Shares to the MPA Vendors for acquisition of MPA

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

“ That, subject to the passing of Resolution 2, for the purposes of Listing Rule 7.1 and for all other purposes, the Shareholders hereby approve the issue and allotment of the following securities:

• (a) 3,491,840 Shares to AMW Consultancy Services Pty Ltd ACN 053 959 130; and

• (b) 3,354,906 Shares to McCamley & Hardy Pty Ltd ACN 061 321 631 as trustee for the Jacaranda Trust,

pursuant to the MPA Share Purchase Deed, as summarised in the Explanatory Statement. ”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast on Resolution 1 by MPA and the MPA Vendors, and by an Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 – Proposed issue of Shares

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

“ That, subject to the passing of Resolution 1, for the purposes of Listing Rule 7.1 and for all other purposes, the Shareholders hereby approve the issue and allotment of up to 12,500,000 Shares on the terms and in the manner set out in the Explanatory Statement. ”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast on Resolution 2 by any person who may participate in the proposed issue of Shares and by a person who might obtain a benefit, except a benefit obtained solely in the capacity of a shareholder, if the resolution is passed, and any Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3 – Proposed Issue of Shares to Directors under the Proposed Placement

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

“ That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders hereby approve the issue and allotment of up to 143,750 Shares under the Proposed Placement to Messrs David Humann and Damian Young, each of whom is a Director of the Company, on the terms and in the manner set out in the Explanatory Statement. ”

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Voting exclusion: In accordance with Listing Rule 14.11 of the Corporations Act, the Company will disregard any votes cast on Resolution 3 by any of Messrs David Humann or Damian Young, and by an Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the board of Directors

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Ian Hobson Company Secretary

21 December 2009

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Proxy appointment and voting instructions

Proxy form

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

By hand or post to: LogiCamms Limited, Level 3, 35 Outram Street, West Perth WA 6005; By fax: +61 8 9481 5045

not later than 48 hours before the time for holding the Extraordinary General Meeting i.e. no later than Monday, 10am WST on 19 January 2010. Any proxy form received after that time will not be valid for the scheduled Meeting.

Appointment of a proxy

A member of the Company entitled to attend and vote at the 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 relevant box on the proxy form. 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 in the relevant place on the proxy form. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be deemed to be your proxy.

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

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

Corporate Shareholders

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

• directors of the company;

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

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

Votes on Resolution

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. 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 relevant Resolution by inserting the percentage or number of Shares you wish to vote in the appropriate box. If you do not mark any of the boxes on the Resolutions, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on the Resolutions will be invalid.

Voting Entitlement

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

The Company's Directors have determined that all Shares of the Company that are quoted on ASX at 5pm WST on Tuesday, 19 January 2010 shall, for the purposes of determining voting entitlements at the Extraordinary General Meeting, be taken to be held by the persons registered as holding the Shares at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Corporate Representatives

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

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Ex lanator Statement p y

This Explanatory Statement has been prepared to inform Shareholders of the business to be conducted at an Extraordinary General Meeting of the Company to be held on Thursday, 21 January 2010.

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

This Explanatory Statement should be read in conjunction with the Notice of Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary that appears at section 3 of this Explanatory Statement. All amounts referred to in this Explanatory Statement are in Australian Dollars unless specified otherwise.

1. Resolution 1 – Proposed issue of Shares to the MPA Vendors for acquisition of MPA

Background

On 7 December 2009 the Company announced that it had reached agreement to acquire 100% of the share capital of MPA.

MPA is a well respected Queensland civil engineering firm that specialises in providing civil, structural and mechanical engineering design services.

The MPA Acquisition is expected to:

• (a) be earnings per share accretive to Shareholders;

• (b) lift the revenue and profit of the Group by approximately 25%; and

• (c) add up to $60m in new project opportunities to the Group ’ s sales pipeline.

It also expected that MPA will deliver (on a normalised, annualised, standalone basis) earnings after tax of between $2m and $2.4m for FY2010.

The total consideration to be paid or provided to the MPA Vendors by the Company for all of the shares in MPA is approximately $10,800,000, comprising:

• (a) the issue of 6,846,746 Shares at $0.85 each ( Consideration Shares ); and

• (b) the payment of $5,000,000 cash.

MPA will be acquired on the basis that its net tangible assets as at 30 June 2009 are nil.

The issue price of the Consideration Shares represents a 2.9% premium to the volume weighted average price of Shares traded on ASX over the 20 trading days prior to the date of the announcement of the acquisition.

The cash component of the purchase price will be funded from the Proposed Placement referred in section 2 of this Explanatory Statement.

If one or both of Resolution 1 and Resolution 2 are not approved, or the Company fails to raise at least $3,000,000 under the Proposed Placement, Completion of the MPA Acquisition may not proceed.

MPA Vendors

The MPA Vendors are associated with the current executive directors of MPA, being Mr Gary Waterton and Mr Allan Robert McCamley.

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The identity of each of the MPA Vendors, and the percentage and actual number of Consideration Shares to be issued to each of them under the terms and conditions of the MPA Share Purchase Deed is set out in the following table:

MPA Vendor	Percentage of Consideration Shares	Actual number of Consideration Shares
AMW Consulting Services Pty Ltd ACN 053 959 130 (being an Associate of Gary Waterton)	51%	3,491,840
McCamley & Hardy Pty Ltd ACN 061 321 631 as trustee for The Jacaranda Trust (being an Associate of Allan Robert McCamley)	49%	3,354,906
Total	100%	6,846,746

The number of Shares to be issued to the MPA Vendors will represent approximately 11.4% of the total number of Shares in the Company following:

• (a) the issue of Consideration Shares to the MPA Vendors; and

• (b) the issue of New Shares pursuant to the Proposed Placement (assuming the Proposed Placement is fully subscribed).

Reasons for the acquisition

The Directors consider that the MPA Acquisition represents an outstanding opportunity for the Company to increase its presence in the civil engineering market in Queensland and increase the scope of services offered by the Group.

In turn, the Directors consider that the MPA Acquisition creates significant potential value for Shareholders both in terms of revenue diversification and new growth opportunities.

About MPA

MPA provides cost efficient, professional engineering services to both small and large companies in the oil & gas, mining, power, chemical and metallurgical industries.

The business of MPA has been in operation since 1991, and MPA has operated in its current form since 2005. MPA has a strong reputation for delivering multidiscipline engineering projects in Australia and Asia.

The MPA Vendors and each of Gary Waterton and Robert Allan McCamley will be retained on service contracts with MPA that have term of three years.

Each of Mr Waterton and Mr McCamley:

• (a) has considerable experience and expertise in the provision of engineering services and knowledge of the Queensland market; and

• (b) will continue work with MPA ’ s clients and play key executive roles within the Group.

MPA ’ s other key executives will be retained on new services agreements, each of which has a minimum three year term.

It is expected that MPA ’ s current workforce of approximately 75 will complement the breadth of talent that exists within the Group.

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Key terms of the MPA Share Purchase Deed

The key terms of the MPA Share Purchase Deed are as follows:

• (a) the Company will acquire 100% of the issued share capital of MPA from the MPA Vendors;

• (b) in consideration for the shares in MPA, the MPA Vendors will:

• (i) issue the Consideration Shares; and

• (ii) receive payment of $5,000,000 cash;

• (c) the MPA Vendors are permitted to declare and have declared a dividend for the 12 months to 30 June 2009 in an amount that reduces the net tangible assets of MPA at 30 June 2009 to nil;

• (d) there are a number of conditions precedent to Completion, including:

• (i) Shareholder approval for the issue of the Consideration Shares to the MPA Vendors;

• (ii) the Company raising sufficient funds to pay the cash component of the purchase price;

• (iii) no material adverse change occurring to MPA or its business prior to Completion;

• (iv) the extension of certain material customer contracts held by MPA;

• (v) the transfer of certain intellectual property rights from the MPA Vendors to MPA; and

• (vi) key personnel entering into agreed form services agreements with MPA.

The Company will provide an update on the status of the conditions precedent at the Meeting;

• (e) the date for Completion of the MPA Acquisition is not fixed, but will occur on the third business day after each of the conditions precedent is satisfied or waived (anticipated to be on or about 29 January 2010). The Company will provide further guidance in respect of the anticipated date for Completion at the Meeting;

• (f) the MPA Vendors have consented to have their Shares voluntarily escrowed for six months after the date of Completion;

• (g) the Company will issue up to 700,000 unlisted options to employees of MPA pursuant to the Company ’ s Executives and Employee Share Option Plan; and

• (h) the MPA Share Purchase Deed contains various representations, warranties and indemnities from the MPA Vendors that are usual for agreements of this type.

Listing Rule requirements

In summary, Listing Rule 7.1 provides that, without shareholder approval, a listed company must not issue equity securities in any 12 month period where the issue of such securities will result in the company issuing more than 15% of the number of securities on issue at the beginning of the 12 month period, unless an exemption set out in Listing Rule 7.2 applies.

Under Resolution 1, the Company is seeking Shareholder approval for the issue of the Consideration Shares for the purposes of Listing Rule 7.1 and for all other purposes.

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The effect of Resolution 1, if passed, will be that the issue of Shares to the MPA Vendors will be exempt from the 15% limit under Listing Rule 7.1. This will provide the Directors with flexibility to issue further equity securities within the 15% limit during the 12 month period after the Meeting.

For the purposes of Listing Rule 7.3, the Company provides the following information to Shareholders:

• (a) at or as soon as practicable after Completion, the Company will issue 6,846,746 Shares to the MPA Vendors at an issue price of $0.85 per Share. Completion is expected to occur on or about 29 January 2009;

• (b) in no circumstances will the Consideration Shares be issued later than three months after the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). It is anticipated the Consideration Shares will be issued on one date;

• (c) the allottees of the Consideration Shares (neither of whom are related parties of the Company) are named in the table set out under the heading ‘ MPA Vendors ’ above. Their identity was determined in accordance with the MPA Share Purchase Deed;

• (d) the Consideration Shares will be fully paid ordinary shares in the Company and will be issued on the same terms as, and rank equally with, existing issued Shares, and will be quoted by the ASX; and

• (e) the Consideration Shares will be issued for the purchase of the share capital of MPA and accordingly, no funds will be raised through the issue of these Shares.

Directors ’ recommendation

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

2. Resolution 2 – Proposed issue of Shares

Background

On 18 December 2009 the Company announced that it intended to issue and allot up to 12,500,000 Shares ( New Shares ) at $0.80 per New Share to raise up to $10,000,000 ( Proposed Placement ).

Hartleys Limited ( Hartleys ) are assisting the Company with the Proposed Placement.

The key terms of the Proposed Placement are as follows:

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

• (b) the minimum subscription for the Proposed Placement is $3,000,000. If this amount is not raised pursuant to the Proposed Placement, or if one or both of Resolution 1 and Resolution 2 are not approved, the Proposed Placement will not proceed and the MPA Acquisition may not complete; and

• (c) the New Shares will only be issued if the conditions to the acquisition of MPA (referred to in section 1 of the Explanatory Statement), other than the Company raising sufficient funds to pay the cash component of the purchase price, are satisfied or waived. However, the Placement is not conditional on Completion occurring.

The Company intends to use the proceeds of the issue of New Shares to fund:

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• (a) the cash component to be paid to the MPA Vendors as part of the MPA Acquisition, being $5,000,000 (details of which are set out in section 1 to this Explanatory Statement); and

• (b) the Group ’ s ongoing working capital requirements and / or repay debt incurred under the Group ’ s financing facilities, in the discretion of the board of Directors.

Subscribers for the New Shares will be clients of, or investors identified by, Hartleys and agreed with the Company as part of the Proposed Placement. It is not expected that any subscribers for New Shares will be related parties of the Company, other than as set out in section 3 of this Explanatory Statement. If New Shares are to be issued to related parties of the Company (other than those persons identified in section 3 of this Explanatory Statement), then the Company will separately seek Shareholder approval or an ASX waiver in respect of that issue.

The issue price of the New Shares represents a 7.9% discount to the volume weighted average price of Shares traded on ASX over the 20 trading days prior to the date of the announcement of the Proposed Placement.

If the placement of 12,500,000 New Shares is fully subscribed, the New Shares will represent approximately 21% of the total number of Shares in the Company following the Proposed Placement and the issue of Shares to the MPA Vendors referred to in Resolution 2.

Status of Shareholder approval for issue of shares at the Company ’ s annual general meeting

At the Company ’ s annual general meeting held on 28 October 2009, Shareholders approved the issue and allotment of up to 6,000,000 Shares ( Approved Shares ), including for the purposes of Listing Rule 7.1.

As set out in the notice to the annual general meeting, and in accordance with Listing Rule 7.3, the Approved Shares must be allotted no later than 3 months after the date of the annual general meeting. It is noted that the last date on which the Approved Shares can be allotted is 28 January 2010.

As the date of Completion is not fixed, and the terms of issue of the New Shares as part of the Proposed Placement are different to the terms of issue of the Approved Shares, the Directors have determined that:

• (a) the Company seek approval for the issue of New Shares as part of the Proposed Placement at the General Meeting; and

• (b) the Company not issue or allot, proceed with any capital raising associated with, the Approved Shares.

Listing Rule requirements

In summary, Listing Rule 7.1 provides that, without shareholder approval, a listed company must not issue equity securities in any 12 month period where the issue of such securities will result in the company issuing more than 15% of the number of securities on issue at the beginning of the 12 month period, unless an exemption set out in Listing Rule 7.2 applies.

Under Resolution 2, the Company is seeking Shareholder approval for the issue of the New Shares as part of the Proposed Placement for the purposes of Listing Rule 7.1 and for all other purposes.

The effect of Resolution 2, if passed, will be that the issue of New Shares will be exempt from the 15% limit under Listing Rule 7.1. This will provide the Directors with flexibility to issue further equity securities within the 15% limit during the 12 month period after the Meeting.

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In accordance with Listing Rule 7.3, the following details are provided in relation to Resolution 2:

• (a) at or as soon as practicable after Completion, the Company will issue up to12,500,000 New Shares at an issue price of $0.80 per New Share. Completion is expected to occur on or about 29 January 2010;

• (b) in no circumstances will the New Shares be issued later than three months after the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). It is anticipated the New Shares will be issued on one date;

• (c) the persons to whom New Shares are to be issued will be identified as part of the conduct of the Proposed Placement. The New Shares will only be issued and allotted to persons who qualify to participate in an excluded offer for the purposes of section 708 of the Corporations Act, including institutional, professional and sophisticated investors in Australia, as agreed by Hartleys and the Company.

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

• (d) the New Shares will be fully paid ordinary shares in the Company and will be issued on the same terms as, and rank equally with, existing issued Shares, and will be quoted by the ASX; and

• (e) the Company intends to use the funds raised from the issue of any New Shares to fund:

• (i) the cash component of the purchase price under the MPA Share Purchase Deed, being $5,000,000; and

• (ii) the Group ’ s ongoing working capital requirements and / or repay debt incurred under the Group ’ s financing facilities, as the board of Directors considers fit.

Directors ’ recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 2.

3. Resolution 3 – Issue of Shares to Directors under the Proposed Placement

The Company is seeking Shareholder approval for related parties to participate in the Proposed Placement.

The Company wishes to allow:

• (a) Messrs David Humann and Damian Young, each being a Director; and

• (b) entities associated with those Directors that are related parties of the Company,

(together, the Related Party Participants ) to participate in the Proposed Placement.

Corporations Act

If a public company, or an entity that the public company controls, gives a financial benefit to a related party of the public company, the public company or entity must:

• (c) obtain the approval of the public company ’ s members in the manner set out in sections 217 to 227 of the Corporations Act; and

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• (d) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Directors are related parties of the Company by virtue of being directors of the Company and those entities that are associated with each Director are related parties of the Company by application of section 228 of the Corporations Act.

The issue of New Shares under the Proposed Placement to any of the Related Party Participants constitutes giving a financial benefit to a related party.

It is the view of the those Directors who will not participate in the Proposed Placement, being Messrs Adam Keats and Garry McGrechan, that the ‘ arms length terms ’ exception set out in section 210 of the Corporations Act applies in the current circumstances on the basis that:

• (a) the terms and issue price of the New Shares have been settled as part of a process (including book build) conducted by Hartleys that is designed to ensure that the Company raises equity capital on the best available terms in the current market; and

• (b) the Related Party Participants will subscribe for New Shares on the same terms as other participants in the Proposed Placement.

Accordingly, Shareholder approval is not being sought under section 208 of the Corporations Act for the Related Party Participants to subscribe for New Shares under the Proposed Placement.

Listing Rule requirements

Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX ’ s opinion, such that approval should be obtained, unless an exception under Listing Rule 10.12 applies.

The Related Party Participants are related parties of the Company. It is the view of those Directors who will not participate in the Proposed Placement that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the purposes of Listing Rule 10.11 for the Related Party Participants to subscribe for New Shares under the Proposed Placement.

In accordance with Listing Rule 10.13 of the Corporations Act, the following details are provided in relation to Resolution 3:

• (a) the Related Party Participants are set out in the first column of the following table, and the relationship between each relevant Related Party Participant and its related Director is set out in the second column of the following table:

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Related Party Participant	Relationship to its Director
David Humann and Anne Humann as trustees of the David & Anne Humann Superannuation Fund	Self managed superannuation fund of the Director and his spouse
Damian Young and Cleon Young as trustees for The Young Super Fund	Self managed superannuation fund of the Director and his spouse

• (b) the maximum number of New Shares to be issued to each Related Party Participant is outlined in the following table:

Related Party Participant	Maximum number of New Shares
Mr David Humann or the trustee of the David & Anne Humann Superannuation Fund	125,000
Mr Damian Young or Damian Young and Cleon Young as trustees for The Young Super Fund	18,750

• (c) the maximum number of New Shares to be issued amongst the Related Party Participants is 143,750 New Shares;

• (d) it is anticipated that the New Shares to be issued pursuant to Resolution 3 will be issued to the Related Party Participants on or about the date of Completion. In any event the New Shares to be issued pursuant to Resolution 3 will be issued no later than 1 month after the date of the Meeting (or such later date as permitted by ASX waiver or modification of the Listing Rules). It is anticipated the New Shares to be issued pursuant to Resolution 3 will be issued on one date;

• (e) the New Shares to be issued pursuant to Resolution 3 will be issued for consideration of $0.80 per Share, being the same price offered to the participants in the Proposed Placement. Accordingly, a maximum of $115,000 will be raised if the Related Party Participants acquire 143,750 New Shares under the Proposed Placement; and

• (f) the New Shares to be issued pursuant to Resolution 3 will be issued on the same terms as the New Shares to be issued pursuant to the Proposed Placement, details of which are set out in section 2 of the Explanatory Statement;

• (g) the Company intends to use the funds raised from the issue of any New Shares to Related Party Participants to fund:

• (i) the cash component of the purchase price under the MPA Share Purchase Deed, being $5,000,000; and

• (ii) the Group ’ s ongoing working capital requirements and / or repay debt incurred under the Group ’ s financing facilities, as the board of Directors considers fit.

Directors ’ recommendation

Messrs David Humann and Damian Young, being Directors who are Related Party Participants decline to make a recommendation to Shareholders in relation to Resolution 3 due to their material personal interest in the outcome of the Resolution.

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Messrs Adam Keats and Garry McGrechan, being Directors that will not participate in the Proposed Placement and, as such, are not Related Party Participants, recommend Shareholders vote in favour of Resolution 3.

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4. Glossary of terms

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

Associate

Associate Has the meaning given to it by Division 2 of the Corporations Act. ASX ASX Limited ACN 008 624 691, trading as the Australian Securities Exchange. Chairman The chairman of the board of Directors. Company LogiCamms Limited ACN 127 897 689. Completion Completion of the MPA Acquisition. Corporations Act Corporations Act 2001 (Cth). Director A director of the Company.

Extraordinary Extraordinary General Meeting of Shareholders of the Company, or any General Meeting adjournment thereof, convened by the Notice. or Meeting

Group

The Company and its subsidiaries.

Listing Rules The ASX Listing Rules published by ASX.

MPA

MPA Consulting Engineers (Australia) Pty Ltd ACN 113 919 565.

• MPA Acquisition The acquisition by the Company of the entire share capital of MPA from the MPA Vendors in accordance with the terms of the MPA Share Purchase Deed.

MPA Share A share purchase deed entered into by the Company, the MPA Vendors, Purchase Deed Gary Waterton and Robert Allan McCamley dated 13 November 2009, as varied by deed of variation dated 7 December 2009 and deed of novation and variation dated 7 December 2009.

MPA Vendors

Each of:

• (a) AMW Consultancy Services Pty Ltd ACN 053 959 130; and

• (b) McCamley & Hardy Pty Ltd ACN 061 321 631 as trustee for The Jacaranda Trust.

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

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

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LOGICAMMS LIMITED ACN 127 897 689 Proxy Form

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

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

being a member/members of LogiCamms Limited ACN 127 897 689 HEREBY APPOINT:

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

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

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

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

or failing that person then the Chairman of the Extraordinary 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 Extraordinary General Meeting of the Company to be held on Thursday, 21 January 2010 at 10am WST at The Park Business Centre, 45 Ventnor Avenue, West Perth, WA and at any adjournment of the meeting.

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

• □ default, and you have not directed your proxy how to vote on Resolutions 1 and 2 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Extraordinary General Meeting may exercise your proxy in respect of a Resolution even if he has an interest in the outcome of that Resolution, and that the votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes and your votes will not be counted in computing the required majority if a poll is called on a Resolution. The Chairman of the Meeting intends to vote all undirected proxies in favour of all Resolutions.

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

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

For Against Abstain Resolution 1 Proposed issue of Shares to MPA Vendors for    acquisition of MPA Resolution 2 Proposed issue of Shares    Resolution 3 Proposed Issue of Shares to Directors under the    Proposed Placement

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

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

By: Individuals and joint holders

Companies (affix common seal if appropriate)

Signature

Director

Signature

Director/Company Secretary

Signature

Sole Director

Dated:

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