VERIS LIMITED — AGM Information 2008

Oct 23, 2008

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N O T I C E O F A N N U A L G E N E R A L M E E T I N G

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10am (WST) 26 November 2008 Thomas Hardwick Room, Old Swan Brewery, PERTH WA 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9424 9555.

Emerson Stewart Group Ltd ACN 122 958 178

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CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Glossary	5
Proxy Form	[Insert]

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (WST) on 26 November 2008 at: Thomas Hardwick Room, Old Swan Brewery, PERTH WA 6000.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) post to Emerson Stewart Group Limited, Unit 110 171-173 Mounts Bay Road, Perth WA, 6000; or

(b) facsimile to the Company on facsimile number (+61 8) 9485 1339, so that it is received not later than 10.00am (WST) on 24 November 2008.

Proxy Forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 10.00 am (WST) on 26 November 2008 at Thomas Hardwick Room, Old Swan Brewery, PERTH WA 6000.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 10.00 am (WST) on 24 November 2008.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2008.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR STEVEN COLE

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

ordinary resolution:

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Steven Cole, a Director who was appointed on 31 March 2008, retires, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR JAMES CULLEN

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

ordinary resolution:

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr James Cullen, a Director who was appointed on 31 March 2008, retires, and being eligible, is re-elected as a Director.”

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4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR DAVID RICHARDSON

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr David Richardson, a Director who was appointed on 31 March 2008, retires, and being eligible, is re-elected as a Director.”

5. RESOLUTION 5 - APPOINTMENT OF AUDITOR

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

“That, subject to the Australian Securities and Investments Commission accepting the resignation of PKF Chartered Accountants, for the purposes of sections 327B of the Corporations Act and for all other purposes, approval is given for the Directors to appoint KPMG as auditor of the Company, having been nominated by a shareholder and consented in writing to act in the capacity of auditor.”

DATED: 21 OCTOBER 2008 BY ORDER OF THE BOARD

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RODERICK SMITH COMPANY SECRETARY EMERSON STEWART GROUP LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10.00 am (WST) on 26 November 2008 at Thomas Hardwick Room, Old Swan Brewery, PERTH WA 6000.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report. In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs. Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.emersonstewart.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2008.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3. RESOLUTIONS 2 TO 4 – RE-ELECTION OF DIRECTORS

3.1 General

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Messrs Cole, Cullen and Richardson, who were all appointed by the Board, will retire in accordance with clause 13.4 of the Constitution and being eligible seek re-election.

4. RESOLUTION 5 - APPOINTMENT OF AUDITOR

Perth based PKF Chartered Accountants have been the Company’s auditors since the Company’s AGM on 1 December 2006.

The Company conducted a review of the external audit function based on fees, independence, scope of audit, issues resolution and non-audit services. On this basis KPMG was selected by the Audit and Risk Management Committee as the preferred choice of external auditor. The Company thanks PKF for its services to date and recommends the shareholders vote in favour of this resolution.

In accordance with section 327D(1) of the Corporations Act, the Company has sought and obtained a nomination from a shareholder to appoint KPMG as the Company’s auditor. A copy of this nomination is attached to this Explanatory Statement as Annexure A.

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KPMG has given written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

PKF Chartered Accountants have applied to the ASIC for ASIC consent to its resignation in accordance with Section 329(5) of the Corporations Act.

If Resolution 5 is passed and subject to the receipt of ASIC’s consent to PKF’s resignation prior to the meeting, the appointment of KPMG as the Company’s auditor will take effect at the close of this Annual General Meeting.

5. ENQUIRIES

Shareholders are required to contact the Company on (+ 61 8) 9424 9555 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Emerson Stewart Group Limited (ACN 122 958 178).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires. Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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ANNEXURE A

The Company Secretary Emerson Stewart Group Limited Level 1 Old Swan Brewery 171 - 173 Mounts Bay Road Perth WA 6000

3 October 2008

Dear Sir

Reference: Notice of nomination of proposed auditor

Pursuant to Section 328B(1) of the Corporations Act 2001, I Dario Amara, being a member of Emerson Stewart Group Limited hereby give you notice of the nomination of KPMG of 152-158 St George’s Terrace, Perth WA 6000 as auditor of Emerson Stewart Group Limited.

Yours faithfully

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Dario Amara Company Director

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HEAD OFFICE

OLD SWAN BREWERY

110/171 Mounts Bay Road Perth Western Australia 6000

CONTACT

Phone: +61 8 9424 9555 Fax: +61 8 9485 1339

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w w w . e m e r s o n s t e w a r t . c o m

P r o x y F o r m

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PROXY FORM APPOINTMENT OF PROXY EMERSON STEWART GROUP LTD ACN 122 958 178

ANNUAL GENERAL MEETING

I/We

of

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being a member of Emerson Stewart Group Ltd entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 10.00 am (WST), on 26 November 2008 at Thomas Hardwick Room, Old Swan Brewery, PERTH WA 6000, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 5 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 5 and that votes cast by the Chair of the Annual General Meeting for Resolutions 1 to 5 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 5 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 5.

OR

Voting on Business of the Annual General Meeting

				FOR	AGAINST	ABSTAIN	ABSTAIN
Resolution	1	–	Adoption of remuneration report
Resolution	2	–	Re-election of Director – Mr Steven Cole
Resolution	3	–	Re-election of Director – Mr James Cullen
Resolution	4	–	Re-election of Director – Mr David Richardson
Resolution	5	–	Appointment of Auditor

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

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P r o x y F o r m

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Signature of Member(s):	Date:	____
Individual or Member 1	Member 2	Member 3
Sole Director/
Company Secretary	Director	Director/Company Secretary
Contact Name: ________ Contact		Ph (daytime): ____________

INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

1. ( Appointing a Proxy ): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3 ( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form) : To vote by proxy, please complete and sign the enclosed Proxy Form and return by: (a) post to Emerson Stewart Group Ltd, Unit 110 171-173 Mounts Bay Road, Perth WA, 6000; or

• (b) facsimile to the Company on facsimile number +61 8 9485 1339, so that it is received not later than 10.00am (WST) on 24 November 2008.

Proxy forms received later than this time will be invalid.

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