WATERCO LIMITED — AGM Information 2011

Sep 28, 2011

NOTICE OF ANNUAL GENERAL MEETING

WATERCO LIMITED ABN 62 002 070 733

Notice is hereby given that the Annual General Meeting of the shareholders of Waterco Limited ABN 62 002 070 733 ( Company ) will be held at 36 South Street, Rydalmere, NSW 2116 on Wednesday 9 November 2011 at 3.00pm Australian Eastern Daylight Time.

Business

1 Financial Report

To receive the Financial Report of the Company and its consolidated group for the financial year ended 30 June 2011 and the related Directors’ Report and Independent Audit Report.

2 Remuneration Report

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

“That the Remuneration Report contained in the Directors’ Report for the year ending 30 June 2011 be adopted.”

3 Re-Election of Director

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

“To elect Dr. Ben Hunt as a Director of the Company.”

By order of the Board

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B H Leo

Company Secretary

7 October 2011

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Voting Entitlements

For the purpose of the Annual General Meeting, the Company has determined that all securities of the Company that are quoted securities at 7:00pm Australian Eastern Daylight Time on 7 November 2011 will be taken, for the purpose of the AGM, to be held by the persons who were registered holders at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Proxies

A shareholder has the right to appoint a proxy who need not be a shareholder of the Company. If a shareholder is entitled to two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The Proxy Form (which is enclosed with this Notice of Meeting) and any power of attorney or authority under which they are signed must be received at the share registry of the Company, Computershare Investor Services Pty Ltd, located at Level 4, 60 Carrington Street, Sydney NSW 2000 or at the Company’s Registered Office, 36 South Street, Rydalmere NSW 2116, or by facsimile to Computershare on (03) 9473 2555 or to the Company on (02) 9898 1877 at least 48 hours prior to the AGM (ie by no later than 3.00pm Australian Eastern Daylight Time on 7 November 2011) or any adjournment. Any proxy form received after this deadline, including at the AGM, will be invalid.

EXPLANATORY NOTES

Item 1 - Financial Report

In accordance with section 317 of the Corporations Act 2001 (Cth) , the Financial Report, Directors’ Report and Independent Audit Report of the Company will be laid before the meeting for consideration. There is no requirement for shareholders to approve those reports. However, the Chairman will allow a reasonable opportunity for shareholders to ask questions or make comments about those reports. Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit, the preparation and content of the Independent Audit Report, the Company’s accounting policies and the independence of the auditor.

Shareholders may also submit written questions to the auditor in advance, relating to the content of the Independent Audit Report or the conduct of the audit. The questions must be provided to the Company no later than 5 business days before the date of the AGM (ie by no later than 5.00pm Australian Eastern Daylight Time on 2 November 2011). Members wishing to submit written questions should post or deliver them to the Company’s Registered Office, 36 South Street, Rydalmere NSW 2116 (P O Box 230, Rydalmere BC NSW 1701), or by facsimile to the Company on (02) 9898 1877, marked to the attention of the Company Secretary.

Item 2 - Remuneration Report

The Remuneration Report for the financial year ended 30 June 2011 provides remuneration policy and payment details applying in the financial year for persons who were members of Key Management Personnel and for any other employees who were among the five highest-paid executives.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM.

The vote on this resolution is advisory only and will not bind the Directors or the Company. However the Directors may take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. Under changes to the Corporations Act 2001 (Cth) which came into effect on 1 July 2011, if 25% of more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGM (a “spill” meeting) at which all of the Company’s directors (other than the Managing Director) cease to hold office immediately before the end of the spill meeting and resolutions to re-elect those directors to the offices be put to vote at the spill meeting.

Voting Exclusion Statement

The Company will disregard any votes cost on Item 2, or on behalf of:

• a member of the Key Management Personnel (KMP) as disclosed in the Remuneration Report; and

• a closely related party (such as close family members and any controlled companies) of those persons

• unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the Proxy Form.

Item 3 - Re-Election of Director

Dr. Ben Hunt was appointed to the Board as a Non-Executive Director in June 2008. He is also the Chairman of the Remuneration Committee and a member of the Audit Committee.

Dr. Hunt’s most recent academic appointment was as the Head of the Graduate School of Business and Associate Dean of the Faculty of Business and an Associate Professor of Finance at the University of Technology, Sydney (UTS).

He has a doctorate from the Australian National University. Although Dr. Hunt has written extensively on Australian financial markets (he is the co-author of the text Australian Institutions and Markets, 6[th] Ed.), his knowledge extends to the South East Asian region. He is a regular presenter of financial seminars in Hong Kong and Singapore for UK publishing and training company Euromoney.

He held no other listed company directorships during the past three financial years.

In accordance with clause 6.1(e) of the Constitution he is required to retire at this Annual General Meeting, and is eligible to offer himself for election under clause 6.1(i). Dr. Hunt is offering himself for re-election.

The Directors (with Dr. Ben Hunt absent and not voting) recommend you vote in favour of Resolution 3.

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Waterco Limited

ABN 62 002 070 733

Lodge your vote:

 By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 3.00pm (AEDT), Monday 7 November 2011

How to Vote on Items of Business

All your securities 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 a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities 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 securities 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 securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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

Power of Attorney: If you have not already lodged 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, 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 to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the "Information" tab, "Downloadable Forms".

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

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN:

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Waterco Limited hereby appoint

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the Chairman of the meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and 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 of Waterco Limited to be held at 36 South Street, Rydalmere, NSW 2116 on Wednesday, 9 November 2011 at 3.00pm (AEDT) and at any adjournment of that meeting.

Important for Item 2 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 2 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Item 2 , the Chairman of the Meeting will not cast your votes on Item 2 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 2).

The Chairman of the Meeting intends to vote all available proxies in favour of Item 2 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 2 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Item 2 is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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2	To adopt the Remuneration Report for the year ending 30 June 2011
3	To re-elect Dr. Ben Hunt as a Director of the Company

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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