WISR LIMITED — AGM Information 2011

Oct 6, 2011

Berklee Limited ABN 80 004 661 205

Notice of Annual General Meeting - 8 November 2011

Berklee Limited ('Berklee' or the 'Company') gives notice that it will hold its Annual General Meeting ('AGM') at 10.00 am (Melbourne time) on Tuesday, 8 November 2011 in the President's Room, Level 1, RACV City Club, 501 Bourke Street, Melbourne, Victoria for the purpose of transacting the business set out in this Notice.

BUSINESS

1. Discussion of Financial Statements and Reports

To discuss the Company's financial statements and reports for the year ended 30 June 2011.

Notes:

There is no requirement for shareholders to approve these reports. $\bullet$

2. Re-election of Director: Mr. Grantly Martin Anderson

Mr. Grantly Martin Anderson retires by rotation in accordance with the Constitution of the Company and, being eligible, offers himself for re-election.

Notes:

• The non-candidate directors unanimously support the re-election of Mr. Anderson.
• The Chairman of the meeting intends to vote undirected proxies in favour of Mr. Anderson's re-election.

3. Remuneration Report

To adopt the Remuneration Report for the year ended 30 June 2011.

Notes:

• This resolution is advisory only and does not bind the Company or the directors.
• The directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.
• If 25% or more of votes cast are against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's directors (other than the Managing Director) must go up for re-election.
• By ticking the applicable box on the proxy form, the shareholder permits the Chairman to vote undirected proxies $\bullet$ in favour of the adoption of the Remuneration Report.

Voting exclusion statement

The Company will disregard any votes cast on Item 3 by, or on behalf of:

• a member of the key management personnel (KMP) as disclosed in the Remuneration Report; $\bullet$ and
• a closely related party (CRP)(as defined in section 9 of the Corporations Act) of those persons,

unless the vote is cast by a KMP or CRP acting as a proxy for a person entitled to vote, in accordance with a direction on the Proxy Form.

By order of the Board.

E. J. van Berkel Company Secretary 6 October 2011

EXPLANATORY NOTES

Eligibility to attend and vote

You will be eligible to attend and vote at the meeting if you are registered as a holder of Berklee shares at 10.00 am (Melbourne time) on Sunday, 6 November 2011.

Proxies

Each shareholder will be mailed a personalised Proxy Form containing instructions on its use.

To be effective proxy forms must be received at the address given below no later than 48 hours before the commencement of the meeting, being no later than 10.00 am on Sunday, 6 November 2011.

• Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford, In person: Victoria 3067, Australia
• By mail: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001, Australia

1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) By Fax:

For Intermediary Online Subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions

Closely Related Party

Section 9 of the Corporations Act defines closely related party of a member of the key management personnel for an entity as:

• (a) a spouse or child of the member; or
• (b) a child of the member's spouse; or
• (c) a dependant of the member or of the member's spouse; or
• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or
• (e) a company the member controls; or
• (f) a person prescribed by the regulations for the purposes of this paragraph.

Item 2. Re-election of Director: Mr. Grantly Martin Anderson

Mr. Anderson, who was appointed to the Board of Berklee as a non-executive director on 1 August 2010 retires by rotation in accordance with the Constitution of the Company and, being eligible, offers himself for re-election.

Mr. Anderson is a Fellow of the Australian Institute of Company Directors with over 25 years experience as a director of both public and private companies. He has held executive positions at the most senior level in both public and private international companies including President of PBR International and Regional Managing Director of Britax International Pty Ltd. Currently he is the Chief Executive Officer of ANCA Pty Ltd an international machine tool company headquartered in Melbourne, Australia. Mr. Anderson was a Director of the Federation of the Automotive Products Manufacturers for 14 years and was President for 4 years. He brings to Berklee very strong manufacturing and commercial experience.

Mr. Anderson is the Chairman of the Audit Committee and a member of the Remuneration Committee.

Board Recommendation

The non-candidate directors unanimously support the re-election of Mr. Anderson.

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 10.00am (Melbourne time) Sunday, 6 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

www.investorcentre.com View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding Update your securityholding Your secure access information is: PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. SRN/HIN:

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 STEP 1

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

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 Berklee Limited to be held in the President's Room, Level 1, RACV City Club, 501 Bourke Street, Melbourne Victoria on Tuesday, 8th November 2011 at 10.00am and at any adjournment of that meeting.

Important for Item 3 - 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 3 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 3, the Chairman of the Meeting will not cast your votes on Item 3 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 3).

The Chairman of the Meeting intends to vote all available proxies in favour of Item 3 of business.

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 3 (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 3 is connected directly or indirectly with the remuneration of a member of key management personnel.

STEP 2

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

ORDINARY BUSINESS
Item 2 Re-election of Director - Mr Grantly Martin Anderson
Item 3 Adoption of the Remuneration Report

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

Securityholder 2		Individual or Securityholder 1 Securityholder 3
Director
	Contact Daytime			/
				Director/Company Secretary / Date Telephone