WISR LIMITED — Proxy Solicitation & Information Statement 2014

May 28, 2014

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

NOTICE OF EXTRAORDINARY GENERAL MEETING 30 June 2014

Notice is given that an Extraordinary General Meeting of Basper Limited ACN 004 661 205 (the "Company") will be held in the Prince Regent Room, Ballarat Lodge, 613 Main Road, Ballarat, Victoria on Monday 30 June 2014 at 11:00am AEST for the purpose of transacting the business set out in this notice.

The Explanatory Statement that accompanies this Notice of Extraordinary General Meeting describes the matters to be considered at the Extraordinary General Meeting.

BUSINESS OF THE MEETING

To consider, and if thought fit, to pass the Resolution as set out below as an ordinary resolution of the Company.

RESOLUTION 1: Approval of Return of Capital to Shareholders

That for the purposes of Part 2J.1 of the Corporations Act 2001 (Cth) (Act) and for all other purposes, pursuant to section 256C(1) of the Act approval is given for the total equity of the Company to be reduced by an amount of AUD$5,100,226, such equal reduction of capital to be effected by the Company paying to each holder of fully paid ordinary shares in the Company, registered as at 5:00pm (AEST) on the Record Date, an amount of AUD$0.51 per Share in the Company held by that holder as at the Record Date.

By Order of the Board Dated: 27 May 2014

==> picture [114 x 48] intentionally omitted <==

Sean Balding Company Secretary

183767_01LKZA

Samples/000001/000002

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 27 June 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.

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.

183767_01LKZA