VINYL GROUP LTD — AGM Information 2010

Oct 24, 2010

==> picture [175 x 37] intentionally omitted <==

==> picture [175 x 37] intentionally omitted <==

==> picture [175 x 37] intentionally omitted <==

MOBILARM LIMITED ACN 106 513 580

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Annual General Meeting to be held at The University Club of Western Australia on 26 November 2010 commencing at 3pm (WST).

EB72243

THIS NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT SHOULD BE READ IN ITS ENTIRETY. IF SHAREHOLDERS ARE IN DOUBT AS TO HOW TO VOTE, THEY SHOULD SEEK ADVICE FROM THEIR ACCOUNTANT, SOLICITOR OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Mobilarm Limited will be held at The University Club of Western Australia (Seminar Room 3), The University of Western Australia, M800, 35 Stirling Highway, Crawley WA 6009 on 26 November 2010 commencing at 3pm (WST).

ORDINARY BUSINESS

Item 1 Financial Statements and Reports

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the year ending 30 June 2010.

Resolution 1: Re-election of Director

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

“That, for all purposes, Mr Brenton Scott who retires and offers himself for re-election, is re-elected as a Director.”

Resolution 2: Approval of Remuneration Report

To consider and, if thought fit, pass the following advisory only resolution

“That, for all purposes, Shareholders approve the Remuneration Report for the year ending 30 June 2010.

Resolution 3: Ratification of Equity Agreement

To consider and, if thought fit, pass the following resolutions as ordinary resolutions :

"That, subject to compliance with ASX Listing Rule 7.1, that Shareholders approve the Company’s Equity Agreement with Equity Partners Fund SPC to raise up to $5,000,000 by way of an equity draw down facility.”

Voting Exclusion

In accordance with the Listing Rules, the Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, or any associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or

• (b) 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.

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

2

Resolution 4:

Ratification of aggregate fees payable to Non-Executive Directors

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

“For the purposes of Listing Rule 10.17 and clause 11.15 of the Company’s Constitution, and for all other purposes, this meeting ratifies the current maximum aggregate fees payable to Non-Executive Directors of the Company at $200,000 per annum, such fees to be allocated to the Non-Executive Directors as the board of Directors may determine”.

Voting Exclusion

In accordance with Listing Rules, the Company will disregard any votes cast on this Resolution by any Director of the Company or any associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or

• (b) 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.

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

3

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

Proxies

Please note that:

• (a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorizing him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 3pm (WST) on 24 November 2010. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

By Order of the Board of Directors

---------------------------------------------- Gabriel Chiappini Company Secretary 15 October 2010

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

4

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting.

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

Item 1 - Financial Reports

The first item of the Notice of Annual General Meeting deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2010 together with the Directors' declaration and report in relation to that financial year and the auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide shareholders a reasonable opportunity to ask the Company's auditor questions relevant to:

• (i) the conduct of the audit;

• (ii) the preparation and content of the independent audit report;

• (iii) the accounting policies adopted by the Company in relation to the preparation of accounts; and

• (iv) the independence of the auditor in relation to the conduct of the audit.

Resolution 1:

Re-election of Director

In accordance with Listing Rule 14.4 and clause 11.3 of the Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement.

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

5

These requirements for a Director to retire does not apply to the Managing Director.

Mr Brenton Scott retires by rotation at this meeting and, being eligible, offers himself for re-election. Mr Brenton Scott’s experience and qualifications are noted below:

Mr. Scott holds a Bachelor of Business degree and is a member of the Institute of Chartered Accountants in Australia. Mr. Scott spent 14 years in the accounting profession. He spent 10 of these as a partner of firstly Walker Wayland, Perth then Scott Partners, in which he was the Managing Partner.

Mr. Scott then became the Chief Financial Officer of Electronic Banking Solutions Limited (EBS) which was a large independent deployer of ATM machines in Australia. A few years later, EBS merged with Cashcard Australia Limited who in turn was recently acquired by the US company First Data International. Mr. Scott is currently the Managing Director of Cruisers Yachts Australia and the Executive Chairman of Mobilarm.

Resolution 2: Approval of Remuneration Report

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration report be adopted must be put to the vote. Resolution 3 seeks this approval.

However, in accordance with section 250R(3) of the Corporations Act, Shareholders should note that resolution 3 is an “advisory only” resolution which does not bind the Directors of the Company.

Following consideration of the remuneration report, the Chairman, in accordance with section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Resolution 3: Ratification of Equity Agreement

As a condition of the Company’s listing on the ASX, it was required to seek shareholder ratification of an equity draw down facility between the Company and Equity Partners Fund SPC. On 14 July 2010, Mobilarm entered into a contract with Equity Partners Fund SPC (“Equity Partners”) to establish an equity drawdown facility of up to $5,000,000 which will remain in effect for three years from ASX listing and expire on 15 September 2013. Under the terms of the agreement, which was conditional on the Company being successfully listed on ASX, the Company may issue a draw down notice to Equity Partners setting out the value of Shares which the Company intends to issue and allot to Equity Partners and a minimum threshold price at which the Purchaser cannot sell any Shares (“Drawdown Notice”). Should this resolution be passed, shareholders are not providing approval to allow the Company to draw down the full $5,000,000 under the facility. The Company will be limited to its threshold under ASX Listing Rule 7.1, which permits the Company to issue up to 15% of its issued share capital without shareholder approval.

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

6

The Shares will be issued at ninety percent (90%) of the daily lowest volume weighted average price (“VWAP”) for the fifteen (15) consecutive trading days after the issuance of the Drawdown Notice (“Pricing Period”), subject to that price not being less than threshold price referred to above.

On the date three business days after the expiry of the Pricing Period, Equity Partners shall be required to purchase from the Company the lesser of:

• a) the number of Shares not less than ten percent (10%) of the aggregate trading volume during the Pricing Period, excluding trades of more than 5,000 Shares, pre-arranged special crossings, off market transfers, abnormal trades in which Equity Partners had no opportunity to participate and any trading day during a Pricing Period with respect to which Equity Partners makes a Knockout Election (see definition below), the Shares trade below the minimum threshold price set out in the Drawdown Notice or the Shares are not trading on ASX; and

• b) the number of Shares set forth in the relevant Draw Down Notice,

provided in each case that if in the reasonable opinion of Equity Partners the market behaviour has not been regular with regard to the trading of the Shares, or if an event has occurred which results in or can reasonably be expected to result in any condition, circumstance, situation or effect on the business, properties, assets, operations, results of operations or financial condition of the Company that is material and adverse to the Company, which taken as a whole, would prohibit or otherwise interfere with the authority or ability of the Company to enter into and perform any of its obligations under the agreement (“Material Adverse Effect”) during any Pricing Period, Equity Partners shall be entitled at its sole discretion to elect to treat such trading day during which such Material Adverse Effect continues and any other trading days during the relevant Pricing Period as a Knockout Day (“Knockout Election”). The volume on Knockout Days will be disregarded for purposes of the 10% calculation referred to above.

Notwithstanding any other provision of the agreement, Equity Partners will not be required to subscribe for Shares if as a result of the issue of the Shares, Equity Partners will acquire a greater than 4.99% relevant interest (as defined in the Corporations Act) in the Company.

The Company may only issue a Drawdown Notice if, where prior Shareholder approvals are required, all such Shareholder approvals have been obtained.

Equity Partners may terminate the facility in the event the Company:

• a) issues or agrees to issue equity securities, or securities convertible into equity securities during the term of the agreement without Equity Partners’ prior consent; or

• b) files or consents to the entry of an order for relief or approving a petition for relief, reorganisation or arrangement or any other petition in bankruptcy for liquidation or takes advantage of any bankruptcy or insolvency law of any jurisdiction, or makes an assignment for the benefit of its creditors, or consents to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or is adjudicated a bankrupt or insolvent, or takes corporate action for the purpose of any of the foregoing.

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

7

Notwithstanding any other provision of the agreement, Equity Partners is not required to subscribe for Shares under the agreement if, among other things:

• a) a Material Adverse Effect occurs in respect of the Company;

• b) a change occurs in any law or regulation which could have an adverse effect in a material way on the holding or disposal of Shares by Equity Partners;

• c) any of the representations and warranties made by the Company in the agreement are no longer true and correct or the Company has otherwise failed to comply with the agreement;

• d) the Shares have been suspended from ASX during the term of the agreement.

• The Company will pay Equity Partners:

• (i) a commitment fee equal to two percent (2%) of the total commitment of $5,000,000 from the proceeds of the first drawdown notice or within six months of the execution of the subscription agreement;

• (ii) a drawdown management fee of four percent (4%) of each drawdown amount, deducted from the funds advanced for the drawdown; and

• (iii) US$15,000 of attorney fees for the preparation and expenses in establishing the drawdown facility (US$5,000 of which has already been paid).

All shares issued to Equity Partners under the facility will be issued with free attaching Warrants on a one for one basis which will have an exercise price equal to 110% of the VWAP of the Shares during the third full calendar month after the Shares are quoted on ASX (“Exercise Price”) and an expiry date five years from the date of issue (“Expiry Date”).

Brenton Scott (“Share Lender”), a Director of the Company, has agreed to loan to Equity Partners such number of Shares equal to the number set out in a Drawdown Notice issued by the Company as security for the issue of up to such number of Shares by the Company to Equity Partners (“Transfer Shares”).

Equity Partners will transfer to the Share Lender the Transfer Shares at the date that Equity Partners subscribes for the Shares the subject of the Drawdown Notice or direct the Company to issue shares to the Share Lender in satisfaction of Equity Partners’ obligation to repay the transfer shares. The Share Lender may withdraw from the share lending facility by not less than 3 months notice. Equity Partners will not have any obligations under the facility until a new share lender is appointed.

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

8

Under the agreement, the Company and Equity Partners give to each other, various, representation, warranties, covenants and indemnities, including but not limited to:

• a) if Equity Partners, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by a Shareholder or regulatory authority in connection with the agreement, the Company will reimburse Equity Partners for its reasonable legal and other expenses; and

• b) the Company shall defend, protect, indemnify and hold harmless Equity Partners, and all of its officers, directors, partners, employees and agents, against any action, claims, losses and expenses in connection therewith as a result of, or arising out of, or relating to any misrepresentation or breach of any representation or warranty made by the Company in the agreement.

The terms and conditions of the Warrants to be issued to Equity Partners under the facility are set out below:

• a) The Warrants will be unlisted but transferable. Each Warrant will lapse if not exercised on or before its Expiry Date.

• b) Each Warrant shall entitle the holder to subscribe for and to be allotted one Share in the capital of the Company upon exercise of the Warrant and payment to the Company of the Exercise Price.

• c) A Warrant may be exercised by the holder at any time prior to the Expiry Date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the statement for the Warrant, to the Company’s Share Registry. If the holder holds more than one Warrant, the Warrants may be exercised in whole or in part.

• d) A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.

• e) Subject to any restrictions in the ASX Listing Rules, within 14 days of receipt of a properly executed notice of exercise and the required application moneys the number of Shares specified in the notice will be allotted.

• f) Each statement will bear a suitable form of notice of exercise of the Warrants, endorsed on the back of the statement, for completion by the holder (if required). If the Warrants comprised in any such statement are exercised in part only, before the expiry date, the Company will issue the holder with a fresh statement for the balance of the Warrants held and not yet exercised.

• g) The period during which the Warrants may be exercised will not be extended.

• h) The holder is not entitled to participate in new issues of securities offered to Shareholders. The holder can participate in new issues of securities offered to Shareholders if the Warrant is exercised before the relevant record date for that new issue.

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

9

• i) If from time to time before the expiry of the Warrants the Company makes an issue of Shares to the holders of Shares by way of capitalisation of profits or reserves (a “bonus issue”), other than in lieu of a dividend payment, then upon exercise of a Warrant the holder will be entitled to have issued to it in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise additional shares in the Company. The number of additional Shares is the number of Shares which would have been issued to it under that bonus issue (“bonus shares”) as if on the date on which entitlements were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately before that date it had exercised its Warrants. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Warrants.

• j) In the event of any reconstruction (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Warrants, all rights of the holder will be reconstructed as appropriate in accordance with the Listing Rules applying to a re-organisation of capital at the time of the re-organisation.

• k) Shares allotted pursuant to exercise of the Warrants will rank equally with the then issued Shares of the Company.

• l) The Company will apply for official quotation by ASX of all Shares allotted pursuant to the exercise of any Warrants, within 10 business days of the date of allotment of those Shares.

• m) Other than as referred to above, the Warrants do not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised.

• n) If any of these terms are inconsistent with the ASX Listing Rules, these terms will be amended to the extent necessary to remove such inconsistency.

To date, the Company has not issued any shares under the Equity Partners facility.

If shares are issued under the facility, the Company will seek shareholder approval under ASX Listing Rule 7.4 that allows the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold not be Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring Shareholder approval.

Resolution 4: Ratification of aggregate fees payable to Non-Executive Directors

Resolution 4 refers to clause 11.15 of the Company’s Constitution and Listing Rule 10.17 both of which require prior shareholder approve to ratify the fees payable to the Company’s Non-Executive Directors.

The aggregate fees payable to the Company’s Non-Executive Directors is currently $200,000 as was disclosed in section 8.5.3 in the Company’s Initial Public Offering Prospectus dated 14 April 2010.

As this is the Company’s first Annual General Meeting following listing on the Australian Securities Exchange, the directors are seeking to have the current limit set by the board of directors ratified by shareholders.

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

10

Glossary

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

ASX	Australian Securities Exchange Limited.
Board	board of Directors.
Constitution	constitution of the Company.
Company	Mobilarm Limited ACN 106 513 580
Corporations Act	Corporations Act 2001 (Cth).
Director	director of the Company.
Equity Partners Fund SPC	Equity Partners equity facility for up to $5m
Explanatory Statement	the explanatory statement accompanying the Notice of
	Annual General Meeting.
Facility	Equity Partners Fund SPC equity agreement
Listing Rules	the listing rules of ASX.
Notice of Annual General Meeting	the notice of annual general meeting accompanying the
	Explanatory Statement.
Remuneration Report	the section of the Director’s report entitled “remuneration
	report”.
Share	fully paid ordinary share in the capital of the Company.
Shareholder	shareholder of the Company.
WST	Western Standard Time in Australia.

MOBILARM LIMITED ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

11

==> picture [175 x 37] intentionally omitted <==

==> picture [175 x 37] intentionally omitted <==

==> picture [175 x 37] intentionally omitted <==

PROXY FORM

ACN 106 513 580

Shareholder Details

Name: ……………………………………………………………………………………………………………………………………………….

Address:

…………………………………………………………………………………………………………………………………………….

Contact Telephone No: …………………………………………………………………………………………………………………………….

Contact Name (if different from above): …………………………………………………………………………………………………………..

Appointment of Proxy

I/We being a shareholder/s of Mobilarm Limited and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the Annual General Meeting of Mobilarm Limited to be held at The University Club of Western Australia (Seminar Room 3), The University of Western Australia, M800, 35 Stirling Highway, Crawley WA 6009 on 26 November 2010 at 3pm (WST) and at any adjournment of that meeting.

IMPORTANT:

OR

The Chairman of the meeting (mark with an ‘X’)

If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on any of these resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on those resolutions (for which you have not given a direction) even if he/she has an interest in the outcome of the resolutions and that votes cast by him/her, 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 on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each resolution.

If the person you are appointing as your proxy is someone other than the Chairman of the meeting, write the name of that person in the box below.

% You must specify the % of your votes that you authorize your proxy to exercise if: If you hold 2 or more Shares in #full company name#, you may appoint a second proxy: Write the name of your second proxy in the box below. a) you have only appointed 1 proxy and do not want him/her to exercise all of your votes; or % b) if you have appointed 2 proxies under this proxy form.

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the Annual General Meeting of Mobilarm Limited to be held at The University Club of Western Australia (Seminar Room 3), The University of Western Australia, M800, 35 Stirling Highway, Crawley WA 6009 on 26 November 2010 at 3pm (WST) and at any adjournment of that meeting.

Voting directions to your proxy Please mark only one of the boxes with an “X” for each resolution to indicate your directions.

ORDINARY BUSINESS For Against Abstain

Resolution	1	Re-election of Mr. Brenton Scott
Resolution	2	Approval of Remuneration Report
Resolution	3	Approval of Equity Facility
Resolution	4	Ratification of Aggregate Non-Executive Director Fees

If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.ed

Individual or Shareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/Company Secretary

How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

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.

3 Votes on Resolutions

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 any Resolution 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 a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4 Appointment of a Second Proxy

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, please write the name of that person.

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

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. ie. no later than 24 November 2010 3pm (WST). Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be delivered to the Company’s registered office at 768 Canning Highway Applecross, Western Australia 6153, or by post to PO Box 1533, Applecross WA 6953, or sent by facsimile to +61 (0)8 9315 3611.

MOBILARM LIMITED PROXY FORM

2