WISR LIMITED — AGM Information 2013

Oct 21, 2013

Berklee Limited

ABN 80 004 661 205

Notice of Annual General Meeting - 26 November 2013

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, 26 November 2013 in the Victoria Room 1, Ballarat Lodge, 613 Main Road, Ballarat, 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 2013.

Notes:

There is no requirement for shareholders to approve these reports.

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. Adoption of Remuneration Report for Year Ended 30 June 2013

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

"That the Remuneration Report, which forms part of the Director's Report for the year ended 30 June 2013, be adopted".

Notes:

The vote on this resolution is advisory only and does not bind the directors of the Company. However, if at least 25% of votes cast on this resolution are against the resolution, then the Spill Meeting resolution in item 5 below will be put to shareholders for their consideration and vote.

4. Change of Company Name

To consider and, if thought fit, pass the following resolution as a special resolution:

"That for the purposes of section 157 of the Corporations Act 2001 , and for all other purposes, the Company adopt "Basper Limited" as the new name of the Company.

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5. Holding a Spill Meeting

Condition for Item 5: Item 5 will only be considered at the Annual General Meeting if 25% of the votes cast on Item 3 are against the adoption of the Remuneration Report. The Explanatory Statement accompanying this Notice further explains the circumstances in which this Item will be put to the meeting.

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

"That, subject to and conditional on at least 25% of the votes cast on Item 3 being against the adoption of the Remuneration Report, and as required by the Corporations Act:

• (a) a meeting of the Company's members be held within 90 days of the date of the 2013 Annual General Meeting ( Spill Meeting );

• (b) all of the Directors who were Directors when the resolution to approve the Director's Report for the year ended 30 June 2013 was passed (excluding the Managing Director) cease to hold office immediately before the end of the Spill Meeting; and

• (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting."

Voting Exclusions

Items 3 and 5

The Company will disregard any votes cast (In any capacity) by a member of the Company's key management personnel (KMP), including the KMP named in the Remuneration Report, or by a closely related party or related entity of such member, on the proposed resolution in Items 3 and 5 unless:

• (a) the vote is cast as a proxy for a person entitled to vote in accordance with a direction on the proxy form; or

• (b) the vote is cast by the Chairman of the Meeting in accordance with a direction on the proxy form to vote as the proxy decides where he has been expressly authorised and directed to do so.

Proxy Voting on Items 3 (Remuneration Report) and 5 (Spill Meeting)

The KMP of the Company and their related entities/parties will not be able to vote as your proxy on Items 3 and 5 unless you tell them how to vote. If you intend to appoint a member of the KMP as your proxy, please ensure that you direct them how to vote, otherwise they will not be able to cast a vote as your proxy on that item.

You can direct your proxy how to vote on an item (ie: to vote "for", "against" or "abstain") by marking the appropriate box opposite the item on the proxy form.

The Chairman intends to vote undirected proxies (where authorised) in FAVOUR of Item 3 and AGAINST Item 5.

By order of the Board.

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B.A. Jones Company Secretary 21 October 2013

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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, 24 November 2013.

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, 24 November 2013.

• In person: Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street,

• Abbotsford, Victoria 3067, Australia

• By mail: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001, Australia

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

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 dependent of the member or the member's spouse; or

• (d) anyone else who is of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity; or

• (e) a company the member controls; or

• (f) a person prescribed by the regulations for the purposes of this paragraph.

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

Mr Anderson was appointed to the Board of Berklee Limited as a non-executive director on 1 August 2010. He is a Fellow of the Australian Institute of Company Directors with over 25 years experience as a director of both public and private companies. Mr Anderson 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.

Special Responsibilities :

Chairman of the Audit Committee and a member of the Remuneration and Nominations Committee.

Mr Anderson currently serves as:

Director and CEO of ANCA Pty Ltd;

Director and President of ANCA Motion Taiwan

Non Executive Director and Chairman of Techni Waterjet Pty Ltd;

Director and Chairman AGSN Group Limited; and

Director and Chairman Tinfish Pty Ltd.

Board Recommendation

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

Items 3 and 5 - Remuneration Report and Spill Meeting

In accordance with the requirements of the Corporations Act, the Board is submitting its Remuneration Report for the year ended 30 June 2013 to shareholders for consideration and approval.

At last year's AGM, more than 25% of the votes cast in respect of the resolution to adopt the 2012 Remuneration Report were voted against the resolutions. Because the votes against exceeded 25% of the votes cast, the Company recorded what is known as a "first strike" under the relevant remuneration provisions of the Corporations Act 2001.

If (and only if) the votes against the 2013 Remuneration Report represent at least 25% of the votes cast, the Company will receive a "second strike". Under the Corporations Act 2001, if the Company receives a second strike at its AGM, a resolution must be put to shareholders, allowing shareholders, if they choose, to pass a resolution to hold fresh elections for directors ( Spill Resolution ). Item 5 sets out the Spill Resolution. If the resolution is passed, then it will be necessary for the Board to convene a further general meeting ( Spill Meeting ) of the Company within 90 days of the AGM in order to consider the composition of the Board.

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During discussion on Item 3, there will be an opportunity for shareholders to ask questions about, or comment on the Remuneration Report.

If it is clear that less than 25% of the votes cast on Item 3 are against adopting the Remuneration Report, then there will be no second strike and Item 5 will not be put to the meeting.

• Shareholders should note that if the Spill Resolution is passed:

• (a) the Company will convene a general meeting of members to be held within 90 days of the date of this year's AGM (the Spill Meeting); and

• (b) each of Alan Ian Beckett and Grantly Martin Anderson , who were directors when the last remuneration report was approved by the Board ( Relevant Directors ), will cease to hold office immediately before the end of the Spill Meeting.

Each Relevant Director is eligible to seek re-election as a director of the Company at the Spill Meeting.

Shareholders should be aware that if the Spill Resolution is passed, the convening of a Spill Meeting will result in the Company incurring material additional expense in conducting the meeting. Shareholders should also note that there are no voting exclusions applicable to the resolutions appointing directors at the Spill Meeting.

The Directors unanimously recommend that shareholders vote in favour of adopting the Remuneration Report.

Item 4 - Change of Name

At the Extraordinary General Meeting of the Company held on 17 June 2013, shareholders approved the sale of the Company's main business undertaking to Tilbal Pty Ltd.

The sale of the business assets included all intellectual property belonging to the Company including the name "Berklee". Accordingly, the Company needs to adopt a new name.

Section 157 of the Corporations Act 2001 requires the shareholders of a company to pass a resolution by special majority adopting a new name. For this purpose, the resolution contained in Item 4 is put before the shareholders.

• Shareholders should note that a change of a company name does not: (a) create a new legal entity; or

• (b) affect the company's existing property, rights or obligations; or

• (c) render any proceedings by or against the company defective or void.

The Directors unanimously recommend that shareholders vote in favour of adopting the new name.

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Berklee Limited ABN 80 004 661 205

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 BER MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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 10.00 am (Melbourne time) Sunday, 24 November 2013

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: I9999999999

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

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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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.

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I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Berklee Limited hereby appoint the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if OR 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Berklee Limited to be held in the Victoria Room 1, at Ballarat Lodge, 613 Main Road, Ballarat, Victoria on Tuesday, 26 November 2013 at 10.00 am (Melbourne time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 3 & 5 (except where I/we have indicated a different voting intention below) even though Items 3 & 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of business with the exception of Item 5 where the Chairman of the Meeting will be voting against .

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 3 & 5 by marking the appropriate box in step 2 below.

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.

			For	Again	st Abstain
Item	2.	Re-election of Director: Mr. Grantly Martin Anderson
Item	3.	Remuneration Report
Item	4.	Change of Company Name
Item	5.	Spill Meeting

SIGN

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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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B E R

All Correspondence to: Computershare Investor Services Pty Ltd GPO Box 2975 MELBOURNE VIC 3001

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Berklee Limited ABN 80 004 661 205

T 000002 000 BERRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Berklee Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

• Securityholder Reference Number (SRN);

• ASX trading code;

• Name of company in which security is held;

• Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975

Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Berklee Limited

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