WISR LIMITED — Proxy Solicitation & Information Statement 2014

Aug 25, 2014

Basper Ltd 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 9:00am (AEST) Tuesday 23 September 2014

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 or abstain as they choose (to the extent permitted by law). 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 help tab, "Printable 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.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I 9999999999 I ND

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to indicate your directions

XX

I/We being a member/s of Basper 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, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Basper Limited to be held at the offices of PKF Lawler Melbourne, Level 13, 440 Collins Street, Melbourne on Thursday, 25 September 2014 at 9:00am (AEST) and at any adjournment or postponement of that meeting.

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	1	Members Voluntary Liquidation
Item	2	Appoint PKF Lawler as Liquidator
Item	3	Remuneration of Liquidator

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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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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9 9 9 9 9 9 A

B E R

BASPER LIMITED (ACN 004 661 205) (the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting of Basper Limited ACN 004 661 205 (the "Company") will be held at the offices of PKF Lawler Melbourne, Level 13, 440 Collins Street, Melbourne, 3000, Victoria on Thursday 25 September 2014 at 9:00 am AEST for the purpose of considering the resolutions set out in this notice.

The Explanatory Statement that accompanies this Notice of Extraordinary General Meeting contains further information relevant to the matters to be considered at the Extraordinary General Meeting. The Explanatory Memorandum forms part of this Notice of Meeting and terms capitalised in this Notice have the meaning described in the Explanatory Memorandum.

BUSINESS OF THE To consider, and if thought fit, to pass resolution 1 set out below MEETING as a special resolution of the Company and to pass resolutions 2 and 3 set out below as ordinary resolutions of the Company. 1. SPECIAL That for the purposes of Part 5.5 of the Corporations Act 2001 RESOLUTION: (Cth) ( Act ) and for all other purposes, pursuant to section 491(1) of the Act, the company be wound up as a Members Voluntary Liquidation and that the assets of the company be distributed in whole or in part to the members in specie should the Liquidators so desire. 2. ORDINARY That for the purposes of winding up the affairs of the Company RESOLUTION: and distributing the property of the Company, pursuant to section 495(1) of the Act, Messrs. Petr Vrsecky and Glenn J. Franklin of PKF Lawler Melbourne, 440 Collins Street, Melbourne, Victoria be appointed to act as joint and several Liquidators for the purposes of such winding up. 3. ORDINARY That for the purposes of winding up the affairs of the Company RESOLUTION: and distributing the property of the Company, pursuant to section 495(1) of the Act, the remuneration of the Liquidators and their staff be calculated on a time basis at the standard insolvency hourly rates of the firm and as amended from time to time with out of pocket expenses to be additional, both after adjustment for Goods and Services Tax and that the remuneration from the commencement of the liquidation to the date of completion be calculated and paid as and when incurred.

Dated: 21 August 2014

By Order of the Board

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Sean Balding Company Secretary

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Voting Entitlements

For the purpose of voting at the meeting, a Shareholder's voting entitlement at the Extraordinary General Meeting will be taken to be the entitlement of the person shown on the register of Shareholders at 7.00pm AEST on 23 September 2014.

Proxies

A Shareholder entitled to attend and vote at the Extraordinary General Meeting may elect to appoint a proxy and, if entitled to cast two or more votes, is entitled to appoint two proxies.

A proxy need not be a Shareholder of the Company and may be an individual or a body corporate. If a body corporate is appointed as proxy, the body corporate must ensure that it appoints a body corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the Extraordinary General Meeting.

Where a Shareholder elects to submit a proxy vote and two proxies are appointed, each proxy may be appointed to represent a specified proportion of the Shareholder's voting rights. In the absence of any apportionment of voting rights, each proxy shall be taken to be able to exercise half of the Shareholder's voting rights.

For an appointment of a proxy to be effective, Shareholder Proxy Forms and, if applicable, the powers of attorney (or a certified copy of the powers of attorney) under which they are signed must be lodged at the Company's registered office or the Company's share registry as set out below:

IN PERSON Registered Office – 265-285 Learmonth Road, Wendouree, Victoria, Australia 3355 Share Registry – Computershare Investor Services Pty Ltd, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, Australia 3067

BY MAIL Registered Office – 265-285 Learmonth Road, Wendouree, Victoria, Australia 3355 Share Registry – Computershare Investor Services Pty Ltd GPO Box 242, Melbourne, Victoria, 3001

BY FAX Share Registry – 1800 783 447 (within Australia) or 61 3 9473 255 (outside Australia)

Custodian Voting – For intermediary Online subscribers only (Custodians) please visit www.intermediaryonline.com to submit your voting intentions.

If you appoint a proxy, you may still attend the Extraordinary General Meeting. However, your proxy’s rights to speak and vote are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the Extraordinary General Meeting.

Corporate Representation

If your holding is registered in a company name and you would like to attend the meeting (and do not intend to return a proxy form) please bring with you to the meeting a duly completed Appointment of Corporate Representative Form to enable you to attend and vote at the Extraordinary General Meeting.

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Basper Limited ACN 004 661 205

(the "Company")

Explanatory Statement for Shareholders

This Explanatory Statement has been prepared for the information of Shareholders of Basper Limited ACN 004 661 205 (the "Company") in connection with the business to be considered at an Extraordinary General Meeting of Shareholders of the Company to be held on Thursday, 25 September 2014 at 9:00am AEST.

This Explanatory Statement is provided to assist the Shareholders in the consideration of the proposed Resolutions, contained in the Notice of Meeting, and forms part of the Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision on the Resolution to be considered at the Extraordinary General Meeting.

1. Resolution 1 – Members Voluntary Liquidation

1.1 Members Voluntary Liquidation

As outlined in the Notice of Meeting, the Company proposes to wind up the Company by way of a Members Voluntary Liquidation.

This is subject to and conditional upon approval by special resolution of the Shareholders.

1.2 Reasons for proposing the Voluntary Liquidation

As Shareholders would be aware, the Company disposed of its main undertaking in July 2013 and ceased its trading operations. The Company subsequently sold its primary and only property, being 265-285 Learmonth Rd, Wendouree. Settlement of the sale was effected on 17 April 2014. The property was sold for the sum of $4,370,000 ($4,262,482 net of costs and settlement adjustments).

The Company has not commenced any new trading operations since disposing of its assets and as a result, the Company's listing on the ASX is currently suspended.

Earlier this year, on 30 June 2014, the shareholders approved a capital return totalling AUD$5,100,226 . This sum was returned to the shareholders on 15 July 2014.

As Shareholders were advised at the 30 June 2014 EGM, since the disposal of the Company’s property and main undertaking, the Company has been seeking increased value for its shareholders by exploring various opportunities with interested parties. The Company has had discussions with at least 5 separate parties that have expressed an interest in gaining control of the Company, for the purposes of achieving a listing on the ASX for their own businesses.

Despite the Company’s efforts to seek offers from these parties that would be capable of being put to the Shareholders, the various parties either did not provide the necessary information to substantiate their initial offers or as was the case in 2 instances, the interested parties decided against proceeding.

Accordingly, the Company is not in a position to provide any real prospects that would result in an increase of value for Shareholders.

As was foreshadowed at the EGM on 30 June 2014, in the event that no offers worth pursuing were to eventuate in the near future, the Company intended to convene a further extraordinary general meeting proposing a resolution for the voluntary and orderly wind up of the Company.

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The Directors are of the present view that the Company will quickly deplete its remaining cash resources given its current position. To avoid this situation, the Directors are seeking approval to the voluntary liquidation of the Company.

If the resolutions are passed, the liquidator appointed will then be charged with the wind up of the Company and subject to the liquidator’s discretion, once all or any creditors have been paid, return any surplus funds to the Shareholders.

It is envisaged that an application will also be made to the ASX for the delisting of the Company.

1.3 Requirements for the Members Voluntary Liquidation

The proposed Members Voluntary Liquidation is subject to and conditional upon approval by special resolution of Shareholders (section 491(1) of the Act.

Pursuant to section 493 of the Act, the Company must cease carrying on all business as of the date that the resolution is passed.

The liquidators appointed by Resolution 2 in this EGM are charged with winding up the affairs of the Company and distributing any remaining assets of the Company.

Pursuant to section 495(2) of the Act, on the appointment of the liquidator, all the powers of the directors cease.

The Directors confirm that a Declaration of Solvency was filed with ASIC as required by section 494 of the Act, prior to sending this Notice to the Shareholders.

1.4 Effect on Shareholders

Shareholders will not be able to deal with their shares if the resolutions are passed. Pursuant to section 493A of the Act a transfer of shares in a company that is made after the passing of the resolution is void (other than in limited circumstances which include consent by the liquidator).

1.5 No other material information

Other than as set out in this Explanatory Statement, the Directors are not aware of any other information which may reasonably be expected to be material to the making of a decision by Shareholders whether or not to vote in favour of the Resolution.

2.

Resolutions 2 and 3 – Liquidator

The company has elected that PKF Lawler is appointed as its liquidator. For the purposes of Resolution 3 and section 495(1) of the Act (remuneration of liquidator), the standard insolvency rates of the PKF Lawler as advised are:

Classification	Hourly Rate ($)
Principal	557
Director	436
Senior Manager	358
Manager	270
Supervisor	223
Senior 1	199
Senior 2	162
Intermediate 1	137
Intermediate 2	127
Systems/WP Operator	139
Clerk	109
Junior	71

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3. Glossary

In this Explanatory Statement, unless the context otherwise requires:

Act Means the Corporations Act 2001 (Cth) and all regulations made pursuant to such legislation, as amended from time to time.

• CGT

means Australian capital gains tax.

Company means Basper Limited ACN 004 661 205. Director means a director of the Company.

Explanatory means the explanatory statement of accompanying the Notice.

• Statement

Notice means the notice of extraordinary general meeting of the Company attached to and forming part of this document.

Option means the right of the holder to acquire a Share upon payment of the applicable exercise price.

Resolution means the ordinary resolution to approve the Return of Capital, as further described in the Notice.

• Return of Capital means the return of capital to be made pursuant to the Resolution, as further described in this Explanatory Statement.

• Shareholder means a holder of Shares.

• Share means an ordinary share in the Company.

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