WISR LIMITED — Proxy Solicitation & Information Statement 2014

May 28, 2014

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 Monday, 30 June 2014 at 11.00am 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 - Approval of Return of Capital to Shareholders

1.1 Return of Capital

As outlined in the Notice of Meeting, the Company proposes to make one cash payment to Shareholders in the sum of AUD$0.51 per fully paid ordinary Share (representing a return of AUD$5,100,226 in total) as a Return of Capital.

The Return of Capital is subject to and conditional upon approval by ordinary resolution of Shareholders.

The Record Date for determining entitlements to receive the Return of Capital is 3 days prior to the Extraordinary General Meeting date for considering this Resolution.

1.2 Funding for the Return of Capital

The Company will use its cash reserves to pay the proposed Return of Capital. Accordingly, the Company's cash reserves will decrease by the total amount of the proposed Return of Capital.

1.3 Payment Details

If the Return of Capital is approved by Shareholders, payments will be made 14 days from the Extraordinary General Meeting date approving this Resolution. Payments will be made by way of direct credit into a nominated bank account, or by cheque if banking details are not provided. Shareholders who have not already done so can nominate or change an account by completing and returning the enclosed Direct Credit Form to the Company.

1.4 Tax Treatment

No adverse tax consequences are expected to arise for the Company from the Return of Capital.

All Shareholders are encouraged to seek their own professional advice in relation to their own tax position.

By way of general commentary only, the Company has been advised that from an Australian tax perspective, if the cost base of a Share acquired after 19 September 1985 is less than the Return of Capital amount (on a cents per Share basis) then an immediate capital gain may arise for the difference.

If a capital gain arises in the hands of a Shareholder, the Shareholder may qualify for the general CGT discount if the Shareholder is an eligible Shareholder (i.e. an individual, trust or complying superannuation fund) and they have held their Shares for at least 12 months prior to receiving their Return of Capital.

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Otherwise, the cost base for each Share acquired after 19 September 1985 will be reduced by the Return of Capital amount (on a cents per share basis) for the purpose of calculating any future capital gain or loss on the ultimate disposal of that Share.

The Company reiterates, however, that Shareholders should not rely on this commentary in making their decision and should obtain their own tax advice. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Shareholders in respect of the Return of Capital.

1.5 Indicative timetable for distribution

Indicative timetable for distribution
Event	Date
Notice sent to Shareholders 28 May 2014 Date of Extraordinary General Meeting of Shareholders 30 June 2014 Record Date for payment of Return of Capital 27 June 2014 Anticipated date of distribution of funds to Shareholders 14 July 2014

Shareholders should note that these dates are indicative only and may change.

1.6 Reasons for Return of Capital

As Shareholders would be aware, the Company disposed of its main undertaking in July 2013 and ceased its trading operations. The Company has not commenced any new trading operations since disposing of its main undertaking. As a result, the Company's listing on the ASX is currently suspended.

Approval was subsequently also granted to the company by the shareholders, to sell the Company's 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).

At the current time, the Company has not identified any new business opportunities.

Shareholders are advised, however, that the Company is continuing to seek increased value for its shareholders and is currently in discussions with 2 separate parties which have expressed an interest in gaining control of the Company, for the purposes of achieving a listing on the ASX for their own businesses. If it becomes clear that it will be in the shareholder’s best interest to pursue one of the two opportunities, this will be put to the shareholders at a subsequent extraordinary general meeting.

Should neither of these potential opportunities advance any further in the near future, the Company will convene a further extraordinary general meeting proposing a resolution for the voluntary and orderly wind up of the Company.

The Directors are of the present view that the Company has cash excess to its ongoing needs that should now be returned to its Shareholders.

If the resolution is passed, the total amount returned to Shareholders to date would be $0.56 per share (inclusive of the $0.05 per share non franked dividend paid on 31 October 2013). This when compared to the actual share price at 30 June 2013 (prior to the sale of the business) of circ $0.34 per share is considered by your Board to be a good outcome for all Shareholders.

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1.7 Requirements for the Return of Capital

(a) Equal Reduction

The Return of Capital is subject to and conditional upon approval by ordinary resolution of Shareholders.

Section 256B(2) of the Corporations Act provides that a capital reduction is an equal reduction under the Corporations Act if:

• (i) it relates only to ordinary shares; and

• (ii) applies to each holder of ordinary shares in proportion to the number of ordinary shares they hold; and

• (iii) the terms of the reduction are the same for each holder of ordinary shares.

The proposed Return of Capital satisfies the criteria in section 256B(2) and, as such, is treated as an equal reduction of capital for the purposes of the Corporations Act.

(b) Statutory requirements

Under section 256B(1) of the Corporations Act, a company can reduce its share capital if the reduction satisfies three key requirements.

The three key requirements and how they are being met by the Company are:

• (i) The reduction must be fair and reasonable to the Shareholders as a whole.

The Directors consider the Return of Capital to be fair and reasonable to Shareholders as a whole. All Shareholders will be treated in the same manner in terms of the proportion of the share capital of the Company being returned.

• (ii) The reduction does not materially prejudice the Company's ability to pay is creditors.

The Directors have reviewed the financial position of the Company, including assets, liabilities, expected cash flow and capital requirements, and believe the proposed Return of Capital will not prejudice the Company's ability to pay creditors.

• (iii) The reduction is approved by ordinary resolution at a general meeting of Shareholders under section 256C of the Corporations Act.

This requirement is being met through the holding of this Extraordinary General Meeting in which the Company is seeking a Shareholder approval of the Return of Capital. As an ordinary resolution, the Resolution will be passed if more than 50% of the votes cast in person or by proxy by Shareholders at the meeting who are entitled to vote on the Resolution are cast in favour of the Resolution.

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1.8 Effect of the Return of Capital

(a) Effect on capital structure

The company has the following securities on issue as at the date of the Notice:

Class of security	Number of securities
Ordinary Shares	10,000,443

After the Return of Capital, the Company's total equity will be reduced by the sum of AUD$5,100,226.

No shares will be cancelled as a result of the Return of Capital. Accordingly the number of Shares held by each Shareholder will not change as a consequence of the Return of Capital.

(b) Effect on creditors

Having regard to the Company's current, anticipated and contingent financial requirements, the Directors have assessed that the Return of Capital will not adversely impact the rights of the Company's creditors or the ability of the Company to pay its debts as and when they fall due.

(c) Effect on Shareholders

If the Resolution is approved the Return of Capital will:

• (i) result in an equal return of capital made on a pro rata basis to all Shareholders;

• (ii) enable an amount of up to AUD$0.51 per Share to be paid to Shareholders holding Shares on the Record Date, with payment expected to be made in accordance with the indicative timetable set out above; and

• (iii) not affect the number of Shares held by each Shareholder.

1.9 Share price impact if Return Capital proceeds

If the Return of Capital is approved by Shareholders and implemented, Shares are likely to be worth a lower Share price following the Return of Capital, to reflect the outflow of funds to Shareholders.

1.10 Interest of Directors

The number of securities in which each Director has an interest as at the date of this Notice is set out in the table below:

is set out in the table below:
Director*	No. Shares	Options
Alan Ian Beckett 16,661 Nil Grantly Martin Anderson 0 Nil Sean Ingram Balding 0 Nil

• The Shareholdings shown above for the Directors reflect total shareholdings for all Shares held in associated companies of Directors.

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1.11 Directors recommendation

For the reasons set out in this Explanatory Statement, the Directors believe that the proposed Return of Capital is in the best interest of the Company and all Shareholders and unanimously recommend that Shareholders vote in favour of the Resolution.

1.12 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. Glossary

In this Explanatory Statement, unless the context otherwise requires:

CGT means Australian capital gains tax. Company means Basper Limited ACN 004 661 205. Corporations Act means the Corporations Act 2001 (Cth), and all regulations made pursuant to such legislation, as amended from time to time. 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. Record Date means the record date for the Return of Capital and is 27 June 2014. 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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