ZICOM GROUP LIMITED — AGM Information 2010

Oct 10, 2010

ABN 62 009 816 871 Zicom Group Limited

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38 Goodman Place, Murarrie, Queensland 4172 • Tel: (07) 3908 6088 • Fax: (07) 3390 6898

Zicom Group Limited

ACN 009 816 871

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 the Central Dockside Hotel , Central Dockside Conference Venue, 44 Ferry Street, Kangaroo Point, Queensland 4169 on Friday, 12 November 2010 at 10.00am (Brisbane time).

Ordinary business

Item 1: Financial Statements and Reports

To receive and consider the Company's Financial Statements, Report of the Directors and the Independent Auditor’s Report for the financial year ended 30 June 2010.

Item 2: Election of Director

Resolution 1 – Re-election of Mr Kok Hwee Sim

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

• 1 ‘That Mr Kok Hwee Sim, who retires by rotation in accordance with Clause 13.5 of the Company’s constitution being eligible, is re-elected as a director of the Company.'

Resolution 2 – Re-election of Mr Shaw Pao Sze

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

2 ‘That Mr Shaw Pao Sze who was appointed to the Board after the last Annual General Meeting, retires in accordance to Clause 13.9 of the Company’s constitution, being eligible, is re-elected as a director of the Company.’

Item 3: Remuneration Report

Resolution 3 - Adoption of remuneration report

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

• 3 ‘That the remuneration report included in the directors' report for the financial year ended 30 June 2010 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: Performance Bonus in Shares

Resolution 4 - Partial payment of performance bonus to Mr Giok Lak Sim in shares of the Company

To consider and, if thought fit, pass the following as an ordinary resolution for the purpose of Listing Rule 10.11:

• 4 ‘To issue and allot shares in the Company fully paid at A$0.13 per share to Mr Giok Lak Sim as part payment of his performance bonus for the financial year ended 30 June 2010 amounting to S$262,500.’

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Resolution 5 - Partial payment of performance bonus to Mr Kok Hwee Sim in shares of the Company

To consider and, if thought fit, pass the following as an ordinary resolution for the purpose of Listing Rule 10.11:

• 5 ‘To issue and allot shares in the Company fully paid at A$0.13 per share to Mr Kok Hwee Sim as part payment of his performance bonus for the financial year ended 30 June 2010 amounting to S$55,000.’

Voting exclusion Statement for Resolutions 4 and 5

As both Messrs GL Sim and KH Sim, son of Mr GL Sim, have personal interest in the outcome of the resolutions 4 and 5, the Company will disregard any votes cast on Resolutions 4 and 5 by Messrs GL Sim, KH Sim and any of their associates including their family company, SNS Holdings Pte Ltd and Mr KY Sim. Mr KY Sim is the Executive Director of Sys-Mac Automation Engineering Pte Ltd, son of Mr GL Sim and a younger brother and an Alternate Director to Mr KH Sim. 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 a 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.

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Item 5: Grant of Options under Zicom Employee Share and Option Plan

Resolution 6: Approval of grant of options to Mr Yian Poh Lim

To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution :

• 6 ‘That for the purpose of Part 2E.1 of the Corporations Act 2001(Cth) and ASX Listing Rule 10.11, and for all other purposes, shareholder approval is given for:

• a) The grant to Mr Yian Poh Lim of 50,000 options, on the terms and conditions as outlined in the explanatory statement attached to the Notice of Meeting; and

• b) The allotment and issue of 50,000 fully paid ordinary shares to Mr Yian Poh Lim on exercise of options in accordance with the terms and conditions of the grant.’

Resolution 7: Approval of grant of options to Mr Frank Leong Yee Yew

To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution :

• 7 ‘That for the purpose of Part 2E.1 of the Corporations Act 2001(Cth) and ASX Listing Rule 10.11, and for all other purposes, shareholder approval is given for:

• a) The grant to Mr Frank Leong Yee Yew of 50,000 options, on the terms and conditions as outlined in the explanatory statement attached to the Notice of Meeting; and

• b) The allotment and issue of 50,000 fully paid ordinary shares to Mr Frank Leong Yee Yew on exercise of options in accordance with the terms and conditions of the grant.’

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Resolution 8: Approval of grant of options to Mr Ian Robert Millard

To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution :

• 8 ‘That for the purpose of Part 2E.1 of the Corporations Act 2001(Cth) and ASX Listing Rule 10.11, and for all other purposes, shareholder approval is given for:

• a) The grant to Mr Ian Robert Millard of 50,000 options, on the terms and conditions as outlined in the explanatory statement attached to the Notice of Meeting; and

• b) The allotment and issue of 50,000 fully paid ordinary shares to Mr Ian Robert Millard on exercise of options in accordance with the terms and conditions of the grant.’

Resolution 9: Approval of grant of options to Mr Shaw Pao Sze

To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution :

• 9 ‘That for the purpose of Part 2E.1 of the Corporations Act 2001(Cth) and ASX Listing Rule 10.11, and for all other purposes, shareholder approval is given for:

• a) The grant to Mr Shaw Pao Sze of 30,000 options, on the terms and conditions as outlined in the explanatory statement attached to the Notice of Meeting; and

• b) The allotment and issue of 30,000 fully paid ordinary shares to Mr Shaw Pao Sze on exercise of options in accordance with the terms and conditions of the grant.’

Resolution 10: Approval of grant of options to Mr Kok Hwee Sim

To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution :

• 10 ‘That for the purpose of Part 2E.1 of the Corporations Act 2001(Cth) and ASX Listing Rule 10.11, and for all other purposes, shareholder approval is given for:

• a) The grant to Mr Kok Hwee Sim of 200,000 options, on the terms and conditions as outlined in the explanatory statement attached to the Notice of Meeting; and

• b) The allotment and issue of 200,000 fully paid ordinary shares to Mr Kok Hwee Sim on exercise of options in accordance with the terms and conditions of the grant.’

Resolution 11: Approval of grant of options to Mr Kok Yew Sim

To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution :

• 11 ‘That for the purpose of Part 2E.1 of the Corporations Act 2001(Cth) and ASX Listing Rule 10.11, and for all other purposes, shareholder approval is given for:

• a) The grant to Mr Kok Yew Sim of 200,000 options, on the terms and conditions as outlined in the explanatory statement attached to the Notice of Meeting; and

• b) The allotment and issue of 200,000 fully paid ordinary shares to Mr Kok Yew Sim on exercise of options in accordance with the terms and conditions of the grant.’

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Voting exclusion statement for resolutions 6 to 11

Each director has a personal interest in the outcome of the resolution under which approval is sought to grant options to that Director, but does not have a personal or other interest in the outcome of the other resolutions. Mr Giok Lak Sim, Chairman and Managing Director, has an interest in the resolutions concerning his sons, Mr Kok Hwee Sim and Mr Kok Yew Sim. Mr Kok Hwee Sim is the Executive Director of the Group and Mr Kok Yew Sim is the Executive Director of Sys-Mac Automation Engineering Pte Ltd and an Alternate Director to Mr Kok Hwee Sim. Accordingly the Company will disregard any votes cast on resolutions 10 and 11 by Mr Giok Lak Sim. The Company will also disregard any votes cast on resolutions 6 to 11 by the related party concerned and his associates. However, the Company will not disregard a vote if:

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

• b) it is cast by a 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

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____ Jenny Lim Company Secretary

Date: 8 October 2010

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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.

• 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 10.00am (Brisbane time) on 10 November 2010:

• the proxy’s appointment;

• if the appointment is signed by the appointor’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 : The Company’s registered office at: Locked Bag A14, Sydney South NSW 1235 38 Goodman Place, Murarrie, QLD, 4172 or or Level 12, 680 George Street, Sydney NSW 2000 Facsimile +61 7 3390 6898 or Facsimile + 61 2 9287 0309

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 10 November 2010.

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 12 November 2010. 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 13.5 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 13.5 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 four Directors who are subject to the rotation provisions, namely Messrs Lim, Leong, Millard and KH Sim. One of these directors must retire and the longest serving director is Mr KH Sim. Mr KH Sim offers himself for re-election and, being eligible, seeks re-election as director of the Company.

Clause 13.9 of the Company’s constitution stipulates that the directors have power at any time to appoint any person to be a director either to fill a casual vacancy or as an addition to the existing directors. The director will hold office until the end of the next annual general meeting of the Company when the director may be re-elected but will not be taken into account in determining the number of directors who must retire by rotation. The directors must not make an appointment so that the total number of directors at any time exceeds the maximum number fixed in accordance with this constitution. Mr SP Sze was appointed to the board on 19 February 2010 after the last annual general meeting. As a result, Mr SP Sze retires in accordance with clause 13.9 of the Company’s constitution and, being eligible, seeks re-election as director of the Company.

Mr Kok Hwee Sim

Mr KH Sim was first appointed to the Board as an alternate director on 24 July 2006 and was made a full director on 21 November 2007. Mr KH Sim’s responsibilities for various corporate development work including restructuring, acquisitions, valuation of businesses and intangibles have been expanded to include management of the Group’s subsidiary company, Zicom Private Limited as well as implement the Group’s Enterprise Resource Planning (ERP) system to integrate the Group’s operations. On 5 July 2010, Mr KH Sim was re-designated as Executive Director, in line with his expanded role in the Group.

Mr KH Sim, Son of the Chairman and Managing Director, Mr GL Sim and director of substantial shareholder, SNS Holdings Pte Ltd, graduated with a Bachelors degree in Industrial and Operations Engineering (magna cum laude) from the University of Michigan, Ann Arbor in 2002 and a Masters degree in Financial Engineering from Columbia University, New York in 2004.

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

Mr Shaw Pao Sze

Mr SP Sze was appointed to the board on 19 February 2010. Mr SP Sze holds a Master Foreign-Going Certificate of Competency and has extensive experiences in maritime industry from managing liner and ship chartering services and corporate planning in one of the world’s largest shipping lines and in consultancy services for transport engineering, maritime and logistics planning for infrastructure projects.

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

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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 five highest paid executives in the consolidated group; and

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

In accordance with the Corporations Act 2001, the Company is required to put the remuneration report to a vote by members at the AGM. 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 is 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.

Special business

Item 4 : Partial payment of performance bonus to Messrs Giok Lak Sim and Kok Hwee Sim in shares of the Company

In accordance with the terms of their service agreements, Messrs GL Sim and KH Sim are entitled to convert part of their performance bonus up to no more than 50% of the amount payable into the Company’s shares at the average of the closing prices of the last 5 trading days before the end of the relevant financial year. Such entitlement must be exercised within 7 working days after the financial year end.

Both Messrs GL Sim and KH Sim have elected to convert 50% of their performance bonus into shares (“Shares”) in ZGL, fully paid at A$0.13 per share, which was the average closing prices of the last 5 trading days before 30 June 2010 amounting to S$262,500 and S$55,000 respectively. Such shares shall rank pari passu with the ordinary existing shares of the Company. No funds will be raised from the issue of these shares.

Opportunity costs

• i) Dilution of capital

The number of new Shares to be issued to Messrs GL Sim and KH Sim will be arrived at by first converting their respective amount of bonus payable in shares into Australian dollars using the spot exchange rate ruling at the date of allotment of Shares and thereafter dividing it by A$0.13.

If resolutions 4 and 5 are approved, based on the current A$ to S$ exchange rate of 1.28, the hypothetical additional Shares to be issued will approximate 1,908,052 which represents 0.90% of total shares in the Company. The capital structure of the Company will be as follows:

will be as follows:
	Existing Capital Structure	Revised Capital Structure (if Resolutions 4 and 5 are approved)
No of Ordinary shares	209,719,679	211,627,731

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Item 4 : Partial payment of performance bonus to Messrs Giok Lak Sim and Kok Hwee Sim in shares of the Company (cont’d)

• ii) Foregone capital inflow

To issue new Shares at A$0.13 each may result in capital forgone by the Company to the extent that the market price of the Company’s securities exceeds the issue price of A$0.13 on the day of allotment of the Shares by the Company.

Listing Rule 10.11

Since approval is sought under Listing Rule 10.11, accordingly, approval is not required under Listing Rule 7.1.

Taxation

As far as the Company is aware, there is no adverse taxation consequence to the Company arising from the proposed issue of shares.

Proposed date of issue of shares

If the proposed resolutions are passed, the Company will issue the Shares to Messrs Giok Lak Sim and Kok Hwee Sim within one week after the resolutions are passed.

Other information

There is no other information known to the Company or any of its Directors that is reasonably required by shareholders in order to decide whether or not it is in the Company’s interest to pass the proposed resolutions that is not contained in this notice of meeting and explanatory statement.

Recommendation

The Directors (with Messrs GL Sim and KH Sim abstaining) recommend that you vote in favour of Resolutions 4 & 5.

Item 5: Grant of Options under Zicom Employee Share and Option Plan

Resolutions 6-11 – Approval of grant of options to related parties

Remuneration policy

The Company’s remuneration policy is set out in detail in the 2010 Annual Report lodged with ASX on 30 September 2010.

In summary, the objective of the policy is to ensure that Directors’ and executives’ remuneration is competitive and appropriate for the results delivered. The remuneration of the Managing Director is reviewed annually by the Board through a process that considers individual key performance indicators and the overall performance of the Company. Fees and payments to other executive and non-executive Directors reflect the demands which are made on, and the responsibilities of those Directors and their contribution towards the performance of the Company. The Board considers that there should be an appropriate mix of remuneration comprising cash and securities for all Directors to link the remuneration of the Directors to the financial performance of the Company.

The Directors consider this remuneration policy to be a sensible and balanced policy which aligns the interests of shareholders and all Directors.

Shareholder approval is sought for the grant of options to Directors.

Corporation Act and Listing Rules requirements

Section 208 of the Corporations Act (Act) provides that the Company must not give a financial benefit to a related party except under certain circumstances including, where the benefit is “reasonable remuneration” or circumstances in which the shareholders approve the giving of the financial benefit.

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Item 5: Grant of Options under Zicom Employee Share and Option Plan (cont’d)

The Directors consider that the proposed grant of Options is reasonable remuneration for each proposed grantee and in accordance with the Company’s remuneration policy. However, as the Managing Director is the only Director without a material personal interest in the proposed grants, there is no independent quorum to resolve that those Options constitute reasonable remuneration and to approve the grant.

ASX Listing Rule 10.11 provides that a listed company must not issue or agree to issue any equity securities (which include options over unissued Shares) to a related party without the approval of shareholders.

Accordingly, shareholder approval is sought under section 208 of the Act and ASX Listing Rule 10.11 for the proposed grant of Options to Directors, other than the Managing Director.

Section 219 information

In accordance with section 219 of the Act, the Directors provide the following information:

Related parties

The related parties to whom the proposed resolutions would permit the financial benefit to be given are the Directors of the Company (other than the Managing Director), namely, Mr Yian Poh Lim, Mr Frank Leong Yee Yew, Mr Ian Robert Millard, Mr Shaw Pao Sze, Mr Kok Hwee Sim and Mr Kok Yew Sim.

Nature of financial benefit

The nature of the proposed financial benefit to be given is the grant of the following unlisted options to acquire fully paid ordinary shares in the capital of the Company on the terms and conditions set out in this explanatory statement:

out in this explanatory statement:
Name of Related Party	Number of Options to be granted
Mr Yian Poh Lim	50,000
Mr Frank Leong Yee Yew	50,000
Mr Ian Robert Millard	50,000
Mr Shaw Pao Sze	30,000
Mr Kok Hwee Sim	200,000
Mr Kok Yew Sim	200,000
Total	580,000

Opportunity costs

(i) Dilution of capital

If all options granted to the related parties were exercised, the capital structure of the Company will be as follows:

	Existing Capital	After Grant of	After Grant of Options
	Structure	Options	(if resolutions 4 & 5 were
			approved)
Ordinary shares	209,719,679	209,719,679	211,627,731
Fully diluted	209,719,679	210,299,679	212,207,731

Until exercised, the grant of the Options will not impact on the number of ordinary shares on issue in the Company. But if all Options of the related parties were exercised, an additional 580,000 Shares would be issued representing approximately 0.276% of all Shares and approximately 0.273% if the issue of Shares under resolutions 4 and 5 are approved.

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Item 5: Grant of Options under Zicom Employee Share and Option Plan (cont’d)

• (ii) Foregone capital inflow

The rights of Option holders to subscribe, and the obligation of the Company to issue, Shares at an exercise (issue) price of A$0.18 each may result in capital foregone by the Company to the extent that the market price of the Company’s securities exceeds the issue price of the Shares under the Options on the day of allotment of the Shares by the Company.

Value of benefit

The Options will not be admitted to quotation on ASX and accordingly have no readily identifiable market value.

As a result, the Directors used the Hull-White trinomial lattice model to value the Options. For the purpose of this Notice, the value of Options using the Hull-White trinomial lattice model approximates A$0.098 each (A$57,060 in total). Lattice models are based on the same underlying option pricing theory as the Black-Scholes model but they extend Black-Scholes by taking into account the impact of events – such as early exercise of options or exit rates after vesting – which occur during the term of option. This model is a function of the relationship between a number of variables principally being the share price, the option exercise price, the time to expiry, the risk free interest rate and the volatility of the Company’s underlying share price.

The application of the model therefore requires a number of inputs, some of which must be assumed. The material assumptions used in the model were:

• Average share price of the Company from 21 to 27 September 2010 of A$0.21

• Exercise price of the Options is A$0.18 each

• Expiry date of Options is 14 November 2015

• Risk free rate is 4.50%

• A volatility factor of 78.94%. This measure was determined having regard to the low and high values of the Company shares traded on ASX for the period from 1 July 2007 to 27 September 2010.

Related parties’ remuneration and interests in shares and options

The details of related parties’ remuneration for the year ended 30 June 2010 and interests in shares and options held by the related parties as at 30 June 2010 are included in the 2010 ZGL Annual Report, a copy of which is lodged with ASX on 30 September 2010.

Use of funds

No funds will be raised from the issue of the Options as they will be issued to the Directors for no consideration.

All funds received from the exercise of the Options will be applied towards the working capital and cash requirements of the Company the time of the exercise of the Options.

Proposed date of issue of the options

If the proposed resolutions are passed, the Company will issue the Options to the Directors as soon as practicable and in any event not later than one month after the resolution is passed. The Options will vest in accordance with the below terms.

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Item 5: Grant of Options under Zicom Employee Share and Option Plan (cont’d)

Option terms

1. Each Option entitles the holder, on exercise and payment of the exercise price in accordance with these terms, to one fully paid ordinary share in the capital of the Company.

2. The Options shall expire at 5.00 pm Brisbane time on 14 November 2015 (“Expiry Date”).

3. 50% of each related party's Options will vest on 15 November 2011, and the remaining 50% of the Options will vest on 15 November 2012 (“Vesting Dates”).

4. Each Option is exercisable at a price of A$0.18 (“Exercise Price”) at any time after the applicable Vesting Date and prior to the Expiry Date.

5. The Options will not be admitted to quotation on ASX and are not transferable.

6. In the event that a related party ceases to be a Director or otherwise employed by the Company, all of that related party's unexercised Options, whether vested or unvested, will be forfeited for no consideration.

7. All Shares to be allotted pursuant to the exercise of Options will be allotted within 10 business days of exercise of the Options and will rank equally in all respects with the Company’s then existing fully paid ordinary shares. Subject to the securities of the Company being listed on ASX and to any restrictions imposed on the Options or Shares issued upon exercise of the Options under the ASX Listing Rules, the Company will apply for official quotation by ASX of all Shares issued upon exercise of the Options on or before the third ASX trading day after the date of allotment of the Shares.

8. A certificate will be issued for the Options. Exercise of the Options is effected by completing the notice of exercise of the Options on the reverse side of the option certificate and surrendering the certificate to the Company together with the required Exercise Price. If there is more than one Option on a certificate and prior to the Expiry Date those Options are exercised in part, the Company will issue another certificate for the balance of the Options held and not yet exercised.

9. There are no participating rights or entitlement inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least six business days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

10. If the Company makes an issue of ordinary shares pro rata to existing shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of the Option will be reduced according to the following formula:

New exercise price = O – E[P-(S+D)] N + 1

O = the old exercise price of the Option.

• E = the number of underlying Shares into which one Option is exercisable.

• P = the average market price per Shares (weighted by reference to volume) of the underlying shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

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Item 5: Grant of Options under Zicom Employee Share and Option Plan (cont’d)

1. In the event of any reconstruction (including a consolidation sub-division, reduction or return) of the issued capital of the Company, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in the manner required by the ASX Listing Rules. In such event the Company has the power to vary the number of Options or the exercise price of the Options or the number of Shares to be issued upon exercise of the Options or any all of these as the Directors reasonably consider necessary solely in order to comply with the ASX Listing Rules. This compliance with the ASX Listing Rules will be applied whether the securities of the Company are listed or not on ASX.

2. In the event of any merger or acquisition of the Company, the Company has the power to cancel all Options that have not been exercised.

3. Words and expressions in these terms and conditions of grant which are used in the ASX Listing Rules have the same meanings given to them in the ASX Listing Rules.

Listing Rule 10.11

Since approval is sought under Listing Rule 10.11, accordingly, approval is not required under Listing Rule 7.1.

Taxation

As far as the Company is aware, there are no adverse taxation consequences to the Company arising from the proposed grant of the Options.

Other information

There is no other information known to the Company or any of its Directors that is reasonably required by shareholders in order to decide whether or not it is in the Company’s interest to pass the proposed resolutions that is not contained in this notice of meeting and explanatory statement.

Recommendations

Each of the directors (with Mr Yian Poh Lim, Mr Frank Leong Yee Yew, Mr Ian Robert Millard, Mr Shaw Pao Sze, Mr Kok Hwee Sim and Mr Kok Yew Sim absent when appropriate and not voting) recommend that shareholders vote in favour of each resolution in which that Director is not interested.

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LODGE YOUR VOTE

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Zicom Group Limited

ABN 62 009 816 871

By mail:  Zicom Group Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: (02) 8280 7454

X99999999999

X99999999999

ShAREhOLDER VOTING FORM

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

STEP 1

APPOINT A PROXY

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 shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10:00am on Friday, 12 November 2010, at the Central Dockside Hotel, Central Dockside Conference Venue, 44 Ferry Street, Kangaroo Point, Queensland 4169 and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

• STEP 2 VOTING DIRECTIONS

• Resolutions For Against Abstain * For Against Abstain * 7 Approval of grant of options to

• 1 Re-election of Mr Kok Hwee Sim Mr Frank Leong Yee Yew 2 Re-election of Mr Shaw Pao Sze 8 Approval of grant of options to Mr Ian Robert Millard

• 3 Adoption of remuneration report 9 Approval of grant of options to Mr Shaw Pao Sze

• 4 Partial payment of performance bonus to 10 Approval of grant of options to Mr Giok Lak Sim in shares of the Company Mr Kok Hwee Sim

• 5 Partial payment of performance bonus to 11 Approval of grant of options to Mr Kok Hwee Sim in shares of the Company Mr Kok Yew Sim

• 6 Approval of grant of options to Mr Yian Poh Lim

 * 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.

STEP 3

IMPORTANT – VOTING EXCLUSIONS

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 4, 5, 10 and 11 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 that Item, 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 4, 5, 10 and 11 and your votes will not be counted in calculating the required majority if a poll is called on these Items 4, 5, 10 and 11. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 4, 5, 10 and 11.

STEP 4

SIGNATURE OF ShAREhOLDERS – ThIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’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 company’s constitution and the Corporations Act 2001 (Cth).

ZGL PRX002

hOW TO COMPLETE ThIS PROXY FORM

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.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. 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 Step 1. 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.

Votes on Items of Business – Proxy Appointment

You may 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.

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 and return them both together.

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.

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 shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge 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.

Corporate Representatives

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 in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 10 November 2010, 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.



by mail:

Zicom Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

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.