ZICOM GROUP LIMITED — AGM Information 2007

Oct 15, 2007

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ABN 62 009 816 871 Zicom Group Limited

39 Aquarium Avenue, PO Box 7138, Hemmant, Queensland 4174 • Tel: (07) 3390 7722 • Fax: (07) 3390 7962

Notice of Annual General Meeting

NOTICE is given that the annual general meeting of Zicom Group Limited ACN 009 816 871 ( Company ) will be held at on Thursday, 15 November 2007 at 9.00am (Brisbane time) at .

Private Dining Room Level 3, Brisbane Club Entrance, Brisbane Club Tower Post Office Square, Queen Street Level Brisbane.

Ordinary business

Item 1: Financial statements and reports

To receive and consider the Company's Financial Statements, Report of the Directors and the Independent Audit Report for the financial year ended 30 June 2007.

Item 2: Election of directors

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

Resolution 1 – Re-election of Mr B H Cheak

• 1 'That Mr B H Cheak who retires by rotation in accordance with clause 13.4 of the Company’s constitution, being eligible, is re-elected as a director of the Company.'

Resolution 2 – Re-election of Mr Y P Lim

• 2 'That Mr Y P Lim who retires by rotation in accordance with clause 13.4 of the Company’s constitution, being eligible, is re-elected as a director of the Company.'

Resolution 3 – Re-election of Mr I R Millard

• 3 'That Mr I R Millard who was appointed to the Board since the last Annual General Meeting in accordance with clause 13.9 of the Company’s constitution, being eligible, is re-elected as a director of the Company.

Item 3: Remuneration report

Resolution 4 - Adoption of remuneration report

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

• 4 'That the remuneration report included in the directors' report for the financial year ended 30 June 2007 be adopted.'

Please note that the vote on this resolution is advisory only and does not bind the directors or the Company.

Special business

Item 4: Directors Fees

Resolution 5 – Additional Directors Fees for past year

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

• 5 ‘That the directors are paid an additional amount totalling $48,000 in respect of the past year to be divided as the non-executive directors between them decide.’

Voting exclusion statement

The Company will disregard any votes cast on this resolution by any Director of the Company or any associates of a Director.

However, the Company will not disregard a vote if:

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

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with directions on the proxy form to vote as the proxy decides.

Resolution 6 – Increase Future Maximum Amount of Directors Fees

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

• 6 ‘That, for the purposes of Listing Rule 10.17, the annual maximum amount available to non-executive directors of the Company as remuneration for their services to the Company by way of directors fees be increased by A$60,000 from A$120,000 to A$180,000, commencing on and from the date of passage of this resolution, to be divided as the non-executive directors between them decide.’

Voting exclusion statement

The Company will disregard any votes cast on this resolution by any Director of the Company and any associates of a Director.

However, the Company will not disregard a vote if:

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

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with directions on the proxy form to vote as the proxy decides.

By order of the Board

____ Ian R Millard Company Secretary Date: 12 October 2007

Notes

Appointment of proxy

A proxy form is enclosed for your use if required. Please note the following in relation to the appointment of a proxy:

• A member who is entitled to attend and vote at this meeting may appoint any person as his or her proxy to attend and vote for the member at the meeting.

• A proxy need not be a member of the Company.

• If a member is entitled to cast two or more votes at the meeting, the member may appoint two proxies to attend the same meeting. If two proxies are appointed and the appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the member’s votes.

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• The appointment of the proxy may specify the proportion or number of votes that the proxy may exercise.

• If a proxy is given by a corporation, a form of proxy must be executed in writing under the common seal of the corporation or otherwise in accordance with section 127 of the Corporations Act 2001 or signed by an attorney.

• If a proxy is given by a natural person, a form of proxy must be executed under the hand of that person or that person’s attorney.

• For a proxy appointment to be effective, the Company must receive the following documents (in the manner below) no later than 48 hours before the meeting, that is by 10.30am (Brisbane time) on 13 November 2007:

• the proxy’s appointment;

• if the appointment is signed by the appointer’s attorney – the authority under which the appointment was signed or a certified copy of the authority.

By posting, delivery or facsimile to:

The share registry at :

Locked Bag A14, Sydney South, NSW, 1235

or

Level 8, 580 George Street, Sydney, NSW, 2000

or

Facsimile + 61 2 9261 8489

The Company’s registered office at: 39 Aquarium Avenue, Hemmant, QLD, 4174 or PO Box 7138, Hemmant, QLD, 4174

or

Facsimile +61 7 3390 7962

Persons entitled to vote

Under regulation 7.11.37 of the Corporations Regulations 2001, the directors have determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the Annual General Meeting will be as it appears in the Company's register of members at 7.00pm (Brisbane time) on 13 November 2007.

Corporate representatives

A member, that is a body corporate, may appoint an individual as its representative to exercise all or any of the powers the body corporate may exercise at the meeting. The appointment may be a standing one.

Necessary information

Information relevant to each resolution is set out in the attached explanatory notes which form part of this notice to members.

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Zicom Group Limited ACN 009 816 871

Explanatory notes to notice of annual general meeting

This explanatory memorandum has been prepared to assist members with their consideration of the resolutions to be put to the Annual General Meeting to be held on 15 November 2007. These explanatory notes should be read with, and form part of, the accompanying Notice of Annual General Meeting.

Ordinary business

Item 2: Election of directors

Background

Clause 13.4 of the Company's constitution requires one third of the directors (excluding the managing director) to retire at each annual general meeting. Any Director who retires in accordance with clause 13.4 is eligible for re-election at the Annual General Meeting. If more than 1 Director is required to retire by rotation, the Directors with the longest time in office since their last election must retire. There are six Directors who are subject to the rotation provisions, namely Messrs Cheak, Lim, Leong, Tang and Millard. Two of those Directors must retire and the longest serving directors are Messrs Cheak and Lim. Both offer themselves for re-election and, being eligible, seek re-election as a director of the Company.

Mr Cheak

Mr Cheak has been a director and shareholder of the Company for more than 10 years. He has extensive experience in sales, marketing, investment and venture management both in Australia and Asia.

The Directors (with Mr Cheak abstaining) recommend that you vote in favour of this resolution.

Mr Lim

Mr Lim was appointed as an independent director of ZGL in 2006 following the acquisition of ZHPL. He has extensive international banking experience spanning 21 years and has been running his own financial consultancy company for the past 14 years. Yian Poh has been an Honorary Advisor to the Administrative Committee of the Jia Xing Economic Development Zone China since 2000. He is also a member of the Singapore Institute of Directors.

The Directors (with Mr Lim abstaining) recommend that you vote in favour of this resolution.

Mr Millard

Mr Millard was appointed the company Secretary of ZGL in 2001. He has extensive experience in public accounting and corporate secretarial work. Ian is a Fellow of the Institute of Chartered Accountants with 30 years as a partner. in major accounting firms in Brisbane.

The Directors (with Mr Millard abstaining) recommend that you vote in favour of this resolution.

Item 3: Remuneration report

• A remuneration report is included as part of the annual report provided to shareholders. That report: • sets out details of remuneration received by the directors, the highest paid Company executives and the highest paid executives in the consolidated group; and

• • describes the Company's remuneration policy and performance conditions.

By law, the Company is required to put the remuneration report to a vote by members at the AGM. By law, the vote on the resolution is advisory only and does not bind the Directors or the Company. While there is no legal requirement to abstain from voting, the Board believes it appropriate that none of the Directors, the named executives or their associates should vote on the remuneration resolution, except as directed by any proxies.

The Directors recommend that you vote in favour of this resolution.

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Special business

Item 4: Directors Fees

Resolution 5 – Additional Directors Fees for past year

The constitution of the Company provides that non-executive Directors are entitled to receive remuneration for their services as determined by the Company in a general meeting. The current maximum aggregate amount of directors' fees per year (which does not include remuneration of executive directors and other non-director services provided by directors) was set at the last Annual general meeting at $120,000 per annum, to be divided among the Directors as they see fit.

This amount was purposely kept low compared to similar organisations with the intent that an additional amount may be paid, with shareholder approval, if the prior year results for the Group warrant it.

Following the Group restructure in 2006 the business has shown considerable growth, in terms of revenue, profit and market return.

In recognition of the performance of the Group for the past year ended 30 June 2007 the Board feel it is appropriate to recommend an additional amount of $48,000 be paid to non-executive directors to be divided among themselves as they see fit.

Resolution 6 – Increase Future Maximum amount of Directors Fees

The Board feels that the current total yearly non-executive director remuneration is not adequate to retain the high level of directors it requires, and therefore proposes an increase to A$180,000. Listing rule 10.17 provides that a listed company must not without shareholder approval, increase the total amount of non-executive directors’ fees. Accordingly, for the purposes of the constitution and listing rule 10.17 and all other purposes, shareholder approval is sought to increase the maximum aggregate amount which can be paid as fees to non-executive directors by A$60,000 from A$120,000 to A$180,000 per year, to be divided among themselves as they see fit.

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Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Australia Telephone: (02) 8280 7454 Facsimile: (02) 9287 0309 ASX Code: ZGL

Zicom Group Limited ABN 62 009 816 871

APPOINTMENT OF PROXY

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

Website: www.linkmarketservices.com.au

X99999999999

X99999999999

I/We being a member(s) of Zicom Group Limited and entitled to attend and vote hereby appoint

A

the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

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or failing the person/body corporate named, or if no person/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 instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 9:00am on Thursday, 15 November 2007, at {VENUE} and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

B To direct your proxy how to vote on any resolution please insert in the appropriate box below.X

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For Against Abstain For Against Abstain
Resolution 1 Resolution 4
Re-election of Mr B H Cheak Adoption of Remuneration Report
Resolution 2 Resolution 5
Re-election of Mr Y P Lim Directors Fees 2006/07
Resolution 3 Resolution 6
Re-election of Mr I R Millard Directors Fees 2007/08
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IMPORTANT: FOR ITEMS 5 AND 6 ABOVE

C

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Items 5 and 6 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of these Items and that votes cast by him/her for these Items, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 5 and 6 and your votes will not be counted in calculating the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 5 and 6.

• If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

D	SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder’s constitution and the Corporations Act 2001 (Cwlth).

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

ZGL PRX742

How to complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:00am on Tuesday, 13 November 2007, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the reply paid envelope or:

– by posting, delivery or facsimile to Zicom Group Limited’s share registry as follows:

Zicom Group Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Facsimile: (02) 9287 0309

• delivering it to Level 12, 680 George Street, Sydney NSW 2000.