WORLEY LIMITED — AGM Information 2007

Sep 9, 2007

NOTICE OF MEETING

==> picture [195 x 47] intentionally omitted <==

Monday 10 September 2007

Dear Shareholder

Annual General Meeting 2007

On behalf of the directors of WorleyParsons Limited (WorleyParsons) , I am pleased to invite you to WorleyParsons’ 2007 Annual General Meeting (AGM) . Enclosed is the Notice of Meeting setting out the business of the AGM.

WorleyParsons’ 2007 AGM will be held on 12 October 2007 commencing at 2.00 pm (AEST) at the Radisson Plaza Hotel, 27 O’Connell Street, Sydney NSW 2000. If you decide to attend the AGM, please bring this letter with you to facilitate registration and entry into the AGM. If you are unable to attend the AGM, I encourage you to complete the enclosed proxy form. The proxy form should be returned by mail or fax to our share registry by 2.00pm (AEST) on Wednesday 10 October 2007.

Corporate shareholders should complete a “Certificate of Appointment of Corporate Representative” to enable a person to attend the AGM on their behalf. This certificate may be obtained from our share registry.

Further details relating to the various resolutions proposed at the AGM are set out in the Explanatory Notes on pages 6 to 12 of this booklet. I urge all shareholders to carefully read this material before voting on the proposed resolutions.

Subject to the abstentions noted, all of WorleyParsons’ directors recommend that shareholders vote in favour of each of the resolutions proposed to be passed at the AGM.

The 2007 result was another milestone for the Company with a record full year profit after tax of $224.8 million – an increase of 61.6% on the previous year. The Company has experienced strong growth in earnings having achieved approximately 66.2% p.a. compound growth since listing in November 2002. This excellent result is a testament to the WorleyParsons team of dedicated and highly skilled people, led by an equally accomplished and committed senior management team.

During 2007 WorleyParsons significantly expanded its operations through the A$1.13 billion acquisition of The Colt Companies. This acquisition cements WorleyParsons’ position as a truly global player in the hydrocarbons industry.

We continue to strive for excellence in all our work and to provide you with improved shareholder value.

I look forward to seeing you at the AGM.

Yours sincerely

==> picture [109 x 44] intentionally omitted <==

Ron McNeilly Chairman

2

NOTICE OF MEETING

WorleyParsons Limited

ABN 17 096 090 158

Notice is hereby given that the 2007 Annual General Meeting (AGM) of WorleyParsons Limited (WorleyParsons or Company) will be held on Friday 12 October 2007 at 2pm (AEST) at the Radisson Plaza Hotel, 27 O’Connell Street, Sydney, NSW 2000.

Business

1 – Financial Report

To receive and consider the financial report of the Company and the reports of the directors and of the auditors for the financial year ended 30 June 2007.

2 – Election of Directors

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

• (a) That Mr Grahame Campbell, who retires by rotation in accordance with rule 8.1(e)(2) of the Company’s Constitution, and being eligible, is re-elected as a director of the Company.

• (b) That Mr John Green, who retires by rotation in accordance with rule 8.1(e)(2) of the Company’s Constitution, and being eligible, is re-elected as a director of the Company.

• (c) That Ms Catherine Livingstone, who retires in accordance with rule 8.1(e)(1) of the Company’s Constitution, and being eligible, is elected as a director of the Company.

3 – Remuneration Report

To adopt the Remuneration Report as set out in the Annual Report for the financial year ended 30 June 2007.

Note: the vote on this resolution is advisory only and does not bind the directors or the Company.

4 – Grant of Performance Rights to Executive Directors

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

“That approval be given under Listing Rule 10.14 for the grant of not more than a total of 73,528 Performance Rights to the executive directors of the Company (Messrs John Grill, David Housego, William Hall and Larry Benke) in respect of the 2007/8 financial year, in accordance with the WorleyParsons Limited Performance Rights Plan and on the terms summarised in the Explanatory Notes to the Notice of Meeting.”

5 – Increase in aggregate fees for Non-Executive Directors

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

“That approval be given, for the purpose of rule 8.4(a) of the Company’s Constitution, for the aggregate amount of remuneration that may be paid in any financial year to the Company’s non-executive directors to be increased by $825,000 (from $925,000 to $1,750,000).”

6 – Renewal of Proportional takeover provision

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

“That the Company renew the proportional takeover provisions contained in Rule 6 of the Constitution for a period of 3 years.”

By order of the Board

Dated: 10 September 2007

==> picture [97 x 18] intentionally omitted <==

Sharon Sills Company Secretary

3

Voting entitlements

The Board has determined that a shareholder’s voting entitlement at the AGM will be taken to be the entitlement of the person shown in the register of members as at 7:00 pm AEST on Wednesday 10 October 2007.

Restrictions on Voting

In accordance with the Listing Rules, the Company will disregard any votes cast on Resolutions 4 and 5 by all directors and their associates.

However, the Company need not disregard a vote if it is cast by:

• a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the Chairman of the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Proxies

• A member entitled to attend the AGM and vote has a right to appoint a proxy. A proxy form accompanies this Notice of Meeting for this purpose.

• The proxy need not be a member of WorleyParsons.

• Any instrument appointing a proxy in which the name of the appointee is not completed is regarded as given in favour of the Chair of the meeting.

• The appointment of one or more duly appointed proxies will not preclude a member from attending the AGM and voting personally.

• Members who are entitled to cast two or more votes may appoint not more than two proxies to attend and vote at the meeting. An additional proxy form will be supplied by the share registry (Computershare Investor Services Pty Limited) on request by contacting 1 300 855 080 or from outside Australia + 61 3 9415 4000 . Where two proxies are appointed, both forms should be completed with the nominated proportion or number of votes each proxy may exercise. If no such proportion or number is specified, each proxy may exercise half of the votes.

• Proxy forms must be signed by a member or the member’s attorney or, if the member is a corporation, must be signed in accordance with section 127 of the Corporations Act 2001 (Cth) (Act) or under hand of its attorney or duly authorised officer. If the proxy form is signed by a person who is not the registered holder of Shares (eg an attorney), then the relevant authority (eg, in the case of proxy forms signed by an attorney, the power of attorney or a certified copy of the power of attorney) must either have been exhibited previously to WorleyParsons or be enclosed with the proxy form.

• To be effective, proxy forms must be received by the Company at its registered office or deposited at or faxed to:

WORLEYPARSONS LIMITED share registry at:

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne Vic 8060, Australia

Fax number + 61 3 9473 2118

no later than 48 hours prior to the meeting.

• If a body corporate is appointed as proxy, please write the full name of that body corporate (eg, Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:

• (a) appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Act; and

• (b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the AGM.

If no such evidence is received before the AGM, then the body corporate (through its representative) will not be permitted to act as your proxy.

4

Body corporate representatives

• A corporation, by resolution of its directors, may authorise a person to act as its representative to vote at the AGM.

• A representative appointed by a corporation may be entitled to execute the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of WorleyParsons.

• To evidence the authorisation, either a certificate of corporate body representative executed under the common seal of the corporation or under the hand of its attorney or an equivalent document evidencing the appointment will be required.

• The certificate or equivalent document must be produced prior to the AGM .

5

EXPLANATORY NOTES TO SHAREHOLDERS

WorleyParsons Limited

ABN 17 096 090 158

EXPLANATORY NOTES TO SHAREHOLDERS

These Explanatory Notes form part of the Notice of Meeting and should be read with the Notice of Meeting.

BUSINESS Election of Directors

Resolution 2(a) – Mr Grahame Campbell

Mr Campbell, a non-executive director, who retires by rotation in accordance with rule 8.1(e)(2) of the Company’s Constitution, is standing for re-election at the AGM as a non-executive director of the Company.

Mr Campbell was a member of the Audit and Risk Committee and the Nominations and Remuneration Committee for the 2007 financial year. From August 2007, he will retire from the Nominations and Remuneration Committee and will be a member of the newly constituted Nominations Committee. Mr Campbell was Managing Director of CMPS&F from 1987 to 1995, at the time one of the largest engineering and project management groups in Australia. Mr Campbell has over 30 years’ experience in the management of major Australian and offshore infrastructure projects including oil, gas, road, rail, mining and minerals projects. Mr Campbell is currently a director of Iluka Resources Limited and the Macro Engineering Council (University of Sydney). Mr Campbell is a past President of the Association of Consulting Engineers Australia and the Australian Pipeline Industry Association. Prior to his appointment as non-executive director of the Company on listing in 2002, Mr Campbell was a member of the advisory board for four years.

The directors (other than Mr Campbell) recommend the reappointment of Mr Campbell to the WorleyParsons Board.

Resolution 2(b) – Mr John Green

Mr Green, a non-executive director, who retires by rotation in accordance with rule 8.1(e)(2) of the Company’s Constitution, is standing for re-election at the AGM as a non-executive director of the Company.

Mr Green was a member of the Audit and Risk Committee and the Nominations and Remuneration Committee for the 2007 financial year. From August 2007 he will retire from the Audit and Risk Committee and will be a member of the newly constituted Nominations Committee. At the close of the AGM Mr Green will become Chair of the newly constituted Remuneration Committee. Mr Green is a company director, investor and writer. Until August 2006, he was an investment banker at Macquarie Bank, where he was an executive director for 13 years. His professional career before investment banking was 17 years in law, including as a partner in law firms Freehills and Dawson Waldron. Mr Green is director of three not-for-profits: Macquarie Bank Foundation, the General Sir John Monash Foundation and The Centre for Independent Studies. In past years, he was a member of the ASX National Listings Committee and held a number of posts in the Securities Institute of Australia (now Finsia). Prior to his appointment as non-executive director of the Company on listing in 2002, Mr Green was a member of the advisory board for nine years, including a period as its Chairman.

The directors (other than Mr Green) recommend the reappointment of Mr Green to the WorleyParsons Board.

6

Resolution 2(c) – Ms Catherine Livingstone

Ms Livingstone, a non-executive director, whose appointment expires in accordance with rule 8.1(e)(1) of the Company’s Constitution, is standing for election at the AGM as a non-executive director of the Company.

Ms Livingstone joined the Board effective 1 July 2007. She is a member of the Audit and Risk Committee. Ms Livingstone is currently a director of Macquarie Bank Ltd, Telstra Corporation Ltd, Macquarie Graduate School of Management and is the President of Chief Executive Women. Ms Livingstone continues to support the Australian Business Foundation (an independent business-sponsored research think tank focussed on the concept of innovation-led growth), of which she was Chairman from 2002-2005. She was Chairman of CSIRO from 2001 to 2006 and has also served on the Boards of Goodman Fielder Ltd and Rural Press Limited. Ms Livingstone was the Managing Director of Cochlear Limited from 1994 to 2000 taking it through to an Initial Public Offer in 1995. In 2000 Ms Livingstone received the Chartered Accountant in Business Award and in 2002 was elected a Fellow of the Australian Academy of Technological Sciences and Engineering. She was further awarded in 2003 the Centenary Medal for service to Australian Society in Business Leadership and the 2006 Macquarie University Alumni Award for Distinguished Service (Professional). Ms Livingstone has a BA (Hons) in Accounting, is a Chartered Accountant and was the Eisenhower Fellow for Australia in 1999.

The directors (other than Ms Livingstone) recommend the appointment of Ms Livingstone to the WorleyParsons Board.

Resolution 3 – Remuneration Report

The Remuneration Report is set out on pages 21 to 27 of the WorleyParsons 2007 Annual Report. It is also available on the WorleyParsons internet site (www.worleyparsons.com).

The Act requires listed companies to put a non-binding resolution to shareholders to adopt the Remuneration Report. In line with the legislation, this vote will be advisory only, and does not bind the directors or the Company. However, the Board will take the discussion at the meeting into consideration when determining the Company’s remuneration policy.

The Company has reviewed and revised its remuneration strategy since the 2006 AGM. The changes are set out in the Remuneration Report.

In summary, the Remuneration Report sets out the remuneration policy for the Company and its controlled entities and:

• reports and explains the remuneration arrangements in place for executive directors, senior management and non-executive directors;

• explains Board policies in relation to the nature and value of remuneration paid to non-executive directors, executives and senior managers within the WorleyParsons group; and

• discusses the relationship between the Board policies and WorleyParsons performance.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM.

The directors unanimously recommend shareholders approve the adoption of the Remuneration Report.

Resolution 4 – Grant of Performance Rights to Executive Directors

Resolution 4 seeks shareholder approval for the grant of Performance Rights to the Company’s executive directors (Messrs John Grill, David Housego, William Hall and Larry Benke) pursuant to the WorleyParsons Limited Performance Rights Plan ( Plan ) and otherwise on the terms and conditions set out in this Notice of Meeting. Mr Benke is the alternate executive director for Mr Hall.

The Company’s remuneration policy is designed to attract and retain high performing employees by providing reward opportunities that are competitive on a global, regional and local basis, to drive a culture of achievement by providing a transparent link between reward and performance and to align employee and shareholder interests through participation in equity ownership. The remuneration structure used by the Company to achieve these objectives includes the combination of fixed annual remuneration and performance related remuneration (including participation in the Plan).

The Remuneration Committee (formerly the Nominations and Remuneration Committee) regularly seeks independent expert advice on the appropriateness of remuneration packages having regard to packages offered by comparable companies.

7

While not required by the ASX Listing Rules, in the interests of good governance and transparency, the directors wish to keep shareholders informed of relevant issues relating to the remuneration of the Company’s executive directors. Accordingly, shareholder approval is sought for the grant to Messrs Grill, Housego, Hall and Benke of up to the following maximum number of performance rights:-

•	Mr John Grill	33,994	performance rights
•	Mr David Housego	13,446	performance rights
•	Mr William Hall	16,189	performance rights
•	Mr Larry Benke	9,899	performance rights
•	Total	73,528	performance rights

The actual number of Performance Rights granted to the executive directors will be calculated in accordance with the following formula ( Formula ):

Formula: X = Y% of Fixed Remuneration

P

Where:

Where:
X =	total number of performance rights granted;
Y =	maximum performance-based percentage for long term incentive for each individual
	director as approved annually at the Board’s discretion;
Fixed Remuneration =	cash or base salary, superannuation contributions and any salary sacrifce components;
P =	The weighted average share price of the Company’s shares over the 10 trading days
	immediately following the announcement of the annual results (Price).

For the purposes of the Formula, Fixed Remuneration that is not denominated in Australian dollars will be calculated using the average exchange rate over the same period as the Price is calculated.

In respect of the 2007/8 financial year, the Fixed Remuneration of the executive directors is as follows:

Mr Grill’s Fixed Remuneration	AUD$1,450,000
Mr Housego’s Fixed Remuneration	AUD$650,000
Mr Hall’s Fixed Remuneration	USD$615,000
Mr Benke’s Fixed Remuneration	CAD$598,000

The total maximum aggregate number of performance rights granted to the executive directors for the 2007/8 financial year will not exceed 73,528 performance rights.

Messrs Grill, Housego, Hall and Benke are the only directors who are entitled to participate in the Plan.

During the 2007 financial year and following the approvals received at the 2006 AGM, the following numbers of performance rights were granted to Messrs Grill, Hall and Housego under the Plan for no consideration and on similar terms to the proposed grant described below:

• Mr Grill 52,500 performance rights; • Mr Hall 28,000 performance rights; • Mr Housego 21,500 performance rights.

No performance rights were granted to Mr Benke during the 2007 financial year.

Further details of grants of performance rights to executive directors during the 2007 financial year are set out in detail in the Remuneration Report.

In summary, each performance right granted pursuant to the approval sought at the AGM will entitle the holder to one fully paid ordinary share in the Company at no cost, subject to satisfaction of the performance conditions described below. The performance rights vest after three years based on the achievement of prescribed performance conditions and a service condition. The Performance Rights may only be exercised after this three year period when fully vested, and expire 10 years from the date of issue.

8

The performance rights proposed to be granted to Messrs Grill, Housego, Hall and Benke for the 2007/8 financial year may only be exercised to the extent that specific earnings per share ( EPS ) growth targets and the total shareholder return ( TSR ) measure are satisfied as set out below.

Basic earnings per share is determined by dividing the operating profit after income tax by the weighted average number of ordinary shares outstanding during the financial year.

For the 2008 financial year, the EPS performance hurdle has been significantly revised so that full year vesting will occur only after compound growth of 20% has been achieved. In prior years vesting would occur at 8% above the consumer price index. The directors believe that this revision better aligns executive remuneration with shareholder interests. A summary of the new vesting schedule is provided below.

40% of each executive’s Performance Rights vest subject to the EPS measurement in accordance with the following table:

40% of each executive’s Performance Rights vest subject to the EPS measurement in accordance with the following table:	40% of each executive’s Performance Rights vest subject to the EPS measurement in accordance with the following table:
EPS measurement table
Average compound growth in EPS over a three year performance period	Proportion of performance rights that may be exercised if the EPS performance hurdle is met
Less than 10% p.a	0%
At 10% p.a	20%
More than 10% p.a., but less than 20% p.a.	Pro-rated vesting between 21% and 39%
20% p.a.	40% (i.e. maximum available under the Plan)

40% of the performance rights will lapse if compound EPS is less than 10%. The EPS measure will not be retested.

The TSR measure represents the change in the capital value of a listed entity’s share price over a period, plus reinvested dividends, expressed as a percentage of the opening value. TSR performance will be measured annually against an ASX index determined by the Remuneration Committee from time to time (for 2007/8, the ASX 50 to 150) over a 3 to 4 year period from the date of grant. That is, the TSR measure will initially be assessed at the end of the three year performance period and if the hurdle is not met in year 3, the executive may elect to have the TSR re-tested at the end of year 4. The election to re-test is irrevocable. Where the executive elects to re-test at the end of year 4, the executive will forgo any portion of the Performance Rights that met the TSR hurdle in year 3. Should the performance hurdle not be met at the end of year 4, then up to 60% of the Performance Rights will lapse.

60% of each executive director’s performance rights will be subject to the TSR measurement in accordance with the following table. The TSR measure was reviewed in the past year but remains unchanged.

60% of each executive director’s performance rights will be subject to the TSR measurement in accordance with the following table. The TSR measure was reviewed in the past year but remains unchanged.	60% of each executive director’s performance rights will be subject to the TSR measurement in accordance with the following table. The TSR measure was reviewed in the past year but remains unchanged.
TSR measurement Table
Performance against ASX Index	Proportion of performance rights that may be exercised if the TSR performance hurdle is met
Less than 50th percentile	0%
At 50th percentile	30%
More than 50th and up to 75th percentile	Pro-rated vesting between 31% and 59%
More than 75th percentile	60% (i.e. maximum available under the Plan)

The performance rights vest as the executive director meets a service requirement, i.e. the executive director must continue to remain employed by the Company to become eligible to exercise his performance rights. The performance rights may generally only be exercised after the three year period when fully vested, subject to the relevant performance hurdles being satisfied. Trading restrictions may apply to the shares on vesting of the performance rights, as determined by the Board at its discretion.

If the executive director leaves the Company, the Board may determine whether any unvested performance rights may vest and be exercised, having regard to such factors as it determines relevant.

Under the Plan Rules, the Board may deem any or all unvested performance rights to have lapsed if, in the opinion of the Board, the executive director acts fraudulently or dishonestly or is in breach of any of his obligations to the Company.

In the event of a “change of control” of the Company (which is defined as a third party acquiring unconditionally 51% or more of the Company) the directors will exercise their discretion to determine whether any or all unvested performance rights vest, having regard to whether the appropriate performance hurdles in respect of those performance rights have been met at the date of change of control.

9

The Board’s view continues to be that unless WorleyParsons performs well and shareholder value is improved, the executive directors should not receive a benefit. The revised performance conditions impose challenging but achievable targets for the executive directors and have been chosen to contribute to the creation of shareholder wealth.

Details of any Performance Rights granted under the Plan will be announced to the ASX at time of grant. No performance rights will be issued under this approval later than one year after the date of the AGM.

The directors (with Messrs, Grill, Housego, Hall and Benke abstaining) recommend that shareholders vote in favour of the resolution.

5 – Increase in Aggregate Fees for Non-Executive Directors

The Company is proposing an increase to the aggregate fee pool payable to non-executive directors to reflect the significant growth in the size, geographic extent and complexity of the business since the pool was last amended in 2005 when the net profit after tax was $66.5m compared with 224.8m in 2007. Currently, the maximum aggregate amount approved by shareholders which may be provided under rule 8.4(a) of the Company’s Constitution as fees to non-executive directors of the Company for their services as directors is $925,000 in any financial year. Shareholder approval is required to change this amount.

The Company is now seeking shareholder approval to increase the aggregate pool available to pay non-executive directors by $825,000 to $1,750,000. The increased fee pool would place WorleyParsons around the 75[th] percentile of fee pools for ASX top 60 listed companies.

The Board considered the fees for the non-executive directors for the 2008 financial year, after receiving expert advice and undertaking a review of fees paid in comparable sized organisations. The review showed that the non-executive directors’ fees were not positioned competitively when compared to the fees of non-executive directors of other ASX top 60 listed companies. The Board believes it is appropriate to realign the non-executive directors’ fee levels to a more competitive position based on a number of considerations.

These considerations include:

• the increased demands that have been placed on the non-executive directors’ time arising from the growth of the Company;

• the expansion in the size and complexity of the Company’s operations in Australia and globally since 2005 when this maximum aggregate pool was last considered;

• the expertise required to address the significant strategic and operational challenges faced by the Company; and

• the need to set fees at a level that attracts, retains and rewards high calibre non-executive directors.

The Company’s growth since 2005 has resulted in exceptional returns to shareholders. The Board considers that it is in the interests of the Company to increase the aggregate sum to allow for adequate fees that reflect the responsibilities on the directors now and into the future.

The increased pool gives the Company the flexibility to offer fees that are sufficiently competitive to attract and retain high quality and experienced non-executive directors with the knowledge and calibre to drive the Company’s growth. The Company recently appointed Ms Livingstone as an additional director with effect from 1 July 2007 to assist the Board to manage its increasing responsibilities. The Company also wishes to retain the flexibility to further increase the size of the Board as and when required.

The non-executive directors’ fees paid during the year ended 30 June 2007 are detailed in the Remuneration Report included in the 2007 Annual Report. The total value of fees paid to all non-executive directors during the last financial year was $822,496.

The directors, other than the non-executive directors, recommend that shareholders vote in favour of the resolution.

Voting on Resolutions 4 and 5

In accordance with the Listing Rules, the Company will disregard any votes cast on resolutions 4 and 5 by any directors and their associates.

However, the Company need not disregard a vote if it is cast by:

• a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the Chairman of the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

10

Undirected proxies

The Chairman of the meeting intends to use any undirected proxies held by him to vote in favour of resolutions 4 and 5, provided shareholders give permission for this by marking the appropriate box on the proxy form.

Resolution 6 – Renewal of proportional takeover provision

Rule 6 was initially approved when the Constitution was adopted in 2002. Rule 6.4 provides that rule 6 ceases to be of effect 3 years after being adopted or renewed (whichever is later) unless it is renewed in accordance with the Act. Rule 6 was last renewed by special resolution at the 2004 AGM.

Accordingly, rule 6 ceases to have effect on 15 November 2007, unless it is renewed at this AGM. The directors consider it to be in the interests of the shareholders to renew the plebiscite for a further 3 year period.

Proportional takeover bid

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares (i.e. less than 100%). The Act allows a company to include in its Constitution a provision which enables the Company to refuse to register a transfer of shares under a proportional takeover bid, unless a resolution is first passed by shareholders approving the offer. This is what rule 6 is designed to achieve.

Effect of proportional takeover provision

If a proportional takeover bid is made, the directors must ensure that a meeting is held more than 14 days before the last day of the bid period, at which shareholders will consider a resolution to approve the takeover bid.

Each shareholder has one vote for each fully paid share held. The vote is decided on a simple majority, and will be binding on all individual shareholders. The bidder and its associates are not allowed to vote.

If the resolution is not passed, no transfer will be registered as a result of the takeover bid and the offer will be taken to have been withdrawn. If the resolution is not voted on, the bid is taken to have been approved. However, the directors will breach the Act if they fail to ensure the requisite resolution is voted on.

If the bid is approved (or taken to have been approved), all valid transfers must be registered.

The proportional takeover approval provisions do not apply to full takeover bids.

Reasons for Rule 6

A proportional takeover bid may result in control of the Company changing without shareholders having the opportunity to dispose of all their shares. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium (i.e. for all shares).

This Rule will allow shareholders to decide by majority whether a proportional takeover bid is acceptable in principle.

Knowledge of any acquisition proposals

As at the date that this Notice of Meeting was prepared, no director is aware of any proposal by any person to acquire or to increase the extent of a substantial interest in the Company.

Potential advantages and disadvantages

The directors consider that the takeover approval provisions have no potential advantages or disadvantages for them. They remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted or not.

The potential advantages of Rule 6 for shareholders include:

• shareholders have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed, which is likely to ensure that an intending bidder structures its offer in a way which is attractive to a majority of shareholders;

• shareholders may avoid being locked in as a minority;

• shareholders’ bargaining power is increased and may assist in ensuring that any proportional takeover bid is adequately priced; and

• knowing the view of the majority of shareholders may help each individual shareholder assess the likely outcome of the proportional takeover bid and decide whether to accept or reject an offer under the bid, and may avoid members feeling pressure to accept the bid even if they do not want it to succeed.

11

The potential disadvantages for shareholders of Rule 6 being renewed include:

• proportional takeover bids for shares in the Company may be discouraged, which may reduce any speculative element in the market price of the Company’s shares arising from a partial offer being made;

• shareholders may lose an opportunity to sell some of their shares at a premium; and

• the likelihood of a proportional takeover succeeding may be reduced.

While the existing proportional takeover provisions have been in effect there have been no takeover bids for the Company. The directors are not aware of any potential bid that was discouraged by Rule 6.

The directors do not believe the possible disadvantages outweigh the advantages of renewing the proportional takeover provisions for a further 3 years.

The directors unanimously recommend that shareholders vote in favour of the resolution.

12