ZICOM GROUP LIMITED — AGM Information 2012

Oct 11, 2012

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 Colmslie Hotel, Corner of Wynnum and Junction Roads, Morningside, Brisbane,

Queensland 4170, Australia on Tuesday, 13 November 2012 at 10.00 am (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 2012.

Item 2: Re-election of Director

Resolution 1 – Re-election of Mr Ian Robert Millard as a Director

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

“That Mr Ian Robert Millard, 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.”

Item 3: Remuneration Report

Resolution 2 - Adoption of Remuneration Report

To consider and, if thought fit, pass the following in accordance with Section 250R(2) of the Corporations Act 2001 as an ordinary resolution :

• “That the remuneration report included in the directors' report for the financial year ended 30 June 2012 be adopted.”

Notes: (1) This resolution is advisory only and does not bind the Company or the directors.

(2) If 25% or more of votes that are cast are voted against the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a 'spill' resolution) that another meeting be held within 90 days at which all of the Company's directors (other than the Managing Director) must stand for reelection.

Voting Exclusion Statement for Resolution 2

Pursuant to section 250R(4) of the Corporations Act, the Company is required to disregard any votes cast on Resolution 2 by or on behalf of a member of the Key Management Personnel of the Company or a Closely Related Party of such member. However, the Company will not disregard a vote if:

• (a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the resolution; or

• (b) the voter is the chair of the meeting and, provided that the Chairman is not voting as proxyholder for a member of the Key Management Personnel or their Closely Related Parties, the appointment of the chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Special business

Item 4: Payment of Performance Bonus in Shares

Resolution 3 - Partial payment of performance bonus to Mr Giok Lak Sim in shares of the Company.

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

• “To issue and allot shares in the Company fully paid at A$0.155 each to Mr Giok Lak Sim as part payment of his performance bonus for the financial year ended 30 June 2012 amounting to S$175,000 pursuant to the terms of his service contract with the Company.”

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Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Mr Giok Lak Sim and any of his associates.

However, the Company need not disregard a vote if:

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

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

A vote must not be cast on Resolution 3 by a Key Management Personnel (excluding the Chairman), or a Closely Related Party of a Key Management Personnel, acting as proxy, if they hold an Undirected Proxy Form.

Resolution 4 - Partial payment of performance bonus to Mr Kok Hwee Sim in shares of the Company.

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

“To issue and allot shares in the Company fully paid at A$0.155 each to Mr Kok Hwee Sim as part payment of his performance bonus for the financial year ended 30 June 2012 amounting to S$38,500 pursuant to the terms of his service contract with the Company.”

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Mr Kok Hwee Sim and any of his associates.

However, the Company need not disregard a vote if:

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

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

A vote must not be cast on Resolution 4 by a Key Management Personnel (excluding the Chairman), or a Closely Related Party of a Key Management Personnel, acting as proxy, if they hold an Undirected Proxy Form.

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

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

“To issue and allot shares in the Company fully paid at A$0.155 each to Mr Kok Yew Sim as part payment of his performance bonus for the financial year ended 30 June 2012 amounting to S$53,125 pursuant to the terms of his service contract with the Company.”

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Mr Kok Yew Sim and any of his associates.

However, the Company need not disregard a vote if:

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

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

A vote must not be cast on Resolution 5 by a Key Management Personnel (excluding the Chairman), or a Closely Related Party of a Key Management Personnel, acting as proxy, if they hold an Undirected Proxy Form.

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

Resolution 6: 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 :

“That for the purpose of Listing Rule 10.14, and for all other purposes, shareholder approval is given for:

• a) The grant to Mr Kok Hwee Sim of 80,000 options to subscribe for unissued shares in the Company, on the terms and conditions as outlined in the Explanatory Memorandum accompanying this Notice of Meeting; and

• b) The allotment and issue of 80,000 fully paid ordinary shares to Mr Kok Hwee Sim on exercise of options in accordance with the terms and conditions of the grant.”

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Voting Exclusion Statement

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

However, the Company need not disregard a vote if:

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

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

A vote must not be cast on Resolution 6 by a Key Management Personnel (excluding the Chairman), or a Closely Related Party of a Key Management Personnel, acting as proxy, if they hold an Undirected Proxy Form.

Resolution 7: 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 :

“That for the purpose of Listing Rule 10.14, and for all other purposes, shareholder approval is given for:

• a) The grant to Mr Kok Yew Sim of 80,000 options to subscribe for unissued shares in the Company, on the terms and conditions as outlined in the Explanatory Memorandum accompanying this Notice of Meeting; and

• b) The allotment and issue of 80,000 fully paid ordinary shares to Mr Kok Yew Sim on exercise of options in accordance with the terms and conditions of the grant.”

Voting Exclusion Statement

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

However, the Company need not disregard a vote if:

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

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

A vote must not be cast on Resolution 7 by a Key Management Personnel (excluding the Chairman), or a Closely Related Party of a Key Management Personnel, acting as proxy, if they hold an Undirected Proxy Form.

By order of the Board

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Company Secretary Date: 12 October 2012

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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 11 November 2012:

• 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 (Sydney time) on 11 November 2012.

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.

Remuneration Resolutions

• 1 A member of the Company's Key Management Personnel or their Closely Related Party must not, whether in person or by proxy, vote in their own right on the adoption of the Remuneration Report in Resolution 2.

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2 A person appointed as proxy may vote or abstain from voting as he or she thinks fit except in the following circumstances:

• 2.1 The proxy holds a Directed Proxy Form;

• 2.2 Where the proxy is voting in relation to a Remuneration Resolution and the proxy is either a Key Management Personnel for the Company or a Closely Related Party and holds an Undirected Proxy Form; and

• 2.3 The proxy is required by law or the Company's Constitution to vote in a certain manner or abstain from voting.

• 3 Clause 2.2 does not apply if the Chairman of the meeting is appointed as proxy and his appointment expressly authorises the Chairman to exercise the proxy even if the resolution is a Remuneration Resolution.

• 4 The Chairman intends to vote all Undirected Proxy Forms in favour of all resolutions including Remuneration Resolutions.

Definitions

The following definitions apply in this document:

Closely Related Party means the closely related parties of Key Management Personnel as defined in the Corporations Act 2001, and includes certain members of their family, dependants and companies they control.

Directed Proxy Form means a proxy form which specifies how the proxy is to vote.

Key Management Personnel of the Company are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company's key management personnel for the financial year ended 30 June 2012.

Remuneration Resolution means a resolution connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Undirected Proxy Form means a proxy form which does not specify how the proxy is to vote.

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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 13 November 2012. These explanatory notes should be read with, and form part of, the accompanying Notice of Annual General Meeting.

Ordinary business

Item 1: Financial statements and Reports

The first item of the Notice of Annual General Meeting deals with the presentation of consolidated financial report of the Company, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2012. Shareholders are invited to consider these reports and seek explanation, if required, from the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Item 2: Re-election of Director

Resolution 1 - Re-election of Mr Ian Robert Millard as a Director

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. If their number is not three or a multiple of three, then the number nearest but not exceeding one-third shall retire from office by rotation. Any Director who retires in accordance with clause 13.5 is eligible for re-election at the Annual General Meeting. There are five Directors who are subject to the rotation provisions, namely Messrs Lim, Leong, Millard, KH Sim and Sze. One of these directors must retire and the longest serving director is Mr Millard. Mr Millard offers himself for re-election and, being eligible, seeks re-election as director of the Company.

Mr Ian Robert Millard

Mr Millard is the current Chairman of the Board’s Audit Committee and from 2001 until November 2007 was a Company Secretary. He has been a freelance consultant providing accounting and corporate advisory services since 1999. He was a Partner of two major accounting firms for approximately 31 years before he retired from the accounting practice in 1999. He was previously in charge of a business services division of the two accounting firms which involved general accounting, taxation and corporate administration functions. He has been a Fellow of the Institute of Chartered Accountants, Australia since 1964 and a Fellow of the Australian Institute of Company Directors since 1995. He is also an Honorary Life Member of the Australian Mining and Petroleum Law Association.

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

Item 3 : Remuneration Report

Resolution 2 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires that a resolution be put to the shareholders that the Remuneration Report be adopted at the annual general meeting (“AGM”) of a listed company. A reasonable opportunity will be provided for discussion of the remuneration report at the meeting. The resolution is advisory only and does not bind the Directors of the Company. The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the 2012 Annual Report of the Company for the financial year ended 30 June 2012.

Under the recent changes to the Corporations Act which came into effect on 1 July 2011, if 25% or more of the votes cast are against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all the Company’s Directors other than the Managing Director stand for reelection.

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At the Company’s 2011 AGM, less than 25% of the votes cast were against the Remuneration Report. Accordingly, the Spill Resolution is not relevant for this AGM.

Voting Exclusion

Please note that a voting exclusion applies to Resolution 2 as set out in the Notice of Meeting. In particular, Key Management personnel whose remuneration details are included in the Remuneration Report may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of the Key Management Personnel. The Chair intends to vote all available proxies in favour of this Resolution.

Item 4: Payment of Performance Bonus in Shares

Resolutions 3 to 5: Partial Payment of performance bonus to Messrs Giok Lak Sim, Kok Hwee Sim and Kok Yew Sim in shares of the Company.

Background

In accordance with the terms of their service agreements, Messrs GL Sim, KH Sim and KY 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.

Messrs GL Sim, KH Sim and KY Sim have elected to convert 50%, 35% and 25% amounting to S$175,000, S$38,500 and S$53,125 of their performance bonus into fully paid ordinary shares (“Shares”) in the Company respectively.

The share will be issued at A$0.155 which was the average closing prices of the last 5 trading days before 30 June 2012. The Shares will rank pari passu with the ordinary existing shares of the Company. No funds will be raised from the issue of these shares as shares are being issued in lieu of cash payment of performance bonus.

Regulatory 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.

The Directors consider that the proposed grant of Shares is reasonable remuneration for each proposed grantee and in accordance with the Company’s remuneration policy.

ASX Listing Rule 10.11 provides that a listed company must not issue or agree to issue any shares to a related party without the approval of shareholders.

Accordingly, shareholder approval is sought under ASX Listing Rule 10.11 for the proposed grant of Shares to Executive Directors and so that approval will not be required under Listing Rule 7.1.

Opportunity costs

• i) Dilution of capital

The maximum number of Shares to be issued to Messrs GL Sim, KH Sim and KY Sim will be arrived at by first converting their respective amount of bonus payable into Australian dollars using the spot exchange rate as published in The Straits Times, an English-language daily newspaper in Singapore, at the date of allotment of Shares and thereafter dividing it by A$0.155.

If resolutions 3, 4 and 5 are approved, based on the current A$ to S$ exchange rate of 1.259, the hypothetical additional Shares to be issued will approximate 1,366,292 which represents 0.64% of total shares in the Company. The capital structure of the Company will be as follows:

	Existing Capital Structure	Revised Capital Structure (if Resolutions 3, 4 and 5 are approved)
No. of Ordinary shares	212,451,587	213,817,879

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ii) Foregone capital inflow

To issue new Shares at A$0.155 each may result in capital forgone by the Company to the extent that the market price of the Company’s share exceeds the issue price of A$0.155 on the day of allotment of the Shares by the Company.

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, Kok Hwee Sim and Kok Yew Sim within 10 days 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.

A voting exclusion applies in relation to Resolutions 3 to 5 (see notes to Resolutions 3 to 5 in the accompanying Notice of Meeting).

The Directors (with Messrs GL Sim, KH Sim and KY Sim abstaining) recommend that you vote in favour of resolutions 3 to 5.

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

Background

The Company is seeking shareholder approval for the grant of 80,000 options each to Messrs Kok Hwee Sim and Kok Yew Sim under Listing Rule 10.14.

Employee Share and Option Plan

The options are proposed to be granted on the terms and conditions of the Company's Share and Option Plan. A copy of the Plan Rules can be found on the Company's ASX announcements platform.

Remuneration policy

The Company’s remuneration policy is set out in detail in the 2012 Annual Report. 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.

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.

ASX Listing Rule 10.14 provides that a listed company must not permit a director to acquire any equity securities (which include options over unissued Shares) under an employee incentive scheme without the approval of shareholders.

Accordingly, shareholder approval is sought under ASX Listing Rule 10.14 for the proposed grant of Options to Executive Directors, other than the Managing Director.

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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 3 to 5
			were approved)
No. of Ordinary shares	212,451,587	212,611,587	213,977,879

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, and assuming no other shares are issued, an additional 160,000 Shares would be issued representing approximately 0.08% of all Shares and approximately 0.07% if the issue of Shares under resolutions 3 to 5 were approved.

• (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$0.17 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$0.09 each (A$14,252 in total). Lattice models are based on the same underlying option pricing theory as the BlackScholes model. 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 24 to 28 September 2012 of A$0.20

• Exercise price of the Options is A$0.17 each

• Expiry date of Options is 14 November 2015

• Risk free rate is 3.25%

• A volatility factor of 65.88%.

Remuneration

Messrs Kok Hwee Sim and Kok Yew Sim's remuneration for the financial year ended 30 June 2012 is detailed in the Company's Annual Report and is summarised below:

Name	Cash Salary & Fees S$	Short Term Cash S$	Other Short Term Employee Benefits S$	Supera- nnuation S$	Equity Based S$	Total S$
Mr Kok Hwee Sim	120,186	71,500	12,000	13,130	51,233	268,049
Mr Kok Yew Sim	165,172	159,375	44,362	9,522	65,858	444,289

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Interest in shares and options

Messrs KH Sim and KY Sim and their current relevant interest in shares and options in the Company as at the date of notice are as follows:

date of notice are as follows:
	Shares	Options
Mr Kok Hwee Sim	1,062,846	300,000
Mr Kok Yew Sim	800,717	300,000

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.

Option terms and conditions of grant

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 2013, and the remaining 50% of the Options will vest on 15 November 2014 (“Vesting Dates”).

4. Each Option is exercisable at a price of A$0.17 (“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. Option holders will not be entitled to receive any dividends or distributions in respect of their Options, unless the Option has been exercised and a share allotted and issued pursuant to that exercise, on or before the relevant record date.

10. 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.

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1. 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, by way of dividend reinvestment or a bonus issue) 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 underlying Share (weighted by reference to volume) 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.

• 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.

• 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.

• 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.

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 required by Listing Rule 10.15A

The following information is provided for the purposes of Listing Rule 10.15A:

Maximum number of options that may be 80,000 options acquired by Mr Kok Hwee Sim Maximum number of options that may be 80,000 options acquired by Mr Kok Yew Sim Price for each option to be acquired Nil under the Plan

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Names of persons referred to in rule 10.14 who received securities under the scheme since the last approval, number of securities received and acquisition price for each security	Mr Kok Hwee Sim – 300,000 options Mr Kok Yew Sim – 300,000 options Mr Frank Yee Yew Leong – 100,000 options Mr Yian Poh Lim – 100,000 options Mr Ian Robert Millard – 100,000 options Mr Shaw Pao Sze – 30,000 options Note– all options previously issued had an acquisition price of $Nil.
Names of all persons referred to in Listing Rule 10.14 entitled to participate in the scheme	Mr Kok Hwee Sim (Executive Director) Mr Kok Yew Sim (Alternate Director) Mr Frank Yee Yew Leong (Independent Director) Mr Yian Poh Lim (Independent Director) Mr Ian Robert Millard (Independent Director) Mr Shaw Pao Sze (Independent Director) Note– although each director is eligible to participate, approval is sought for the grant of options to Messrs Kok Hwee Sim and Kok Yew Sim
Terms of loan in relation to the grant of options	Not applicable
Required Statements	Details of any securities issued under the employee incentive plan will be published in each annual report relating to a period in which securities have been issued and approval for the issue of securities obtained under listing rule 10.14. Any additional persons who become entitled to participate in the employee incentive scheme after the resolution is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under listing rule 10.14.
Date by which options will be granted	Within one month after the date of approval.

A voting exclusion applies in relation to Resolutions 6 and 7 (see notes to Resolutions 6 and 7 in the accompanying Notice of Meeting).

The Directors make no recommendation as to how shareholders should vote on resolutions 6 and 7.

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LODGE YOUR VOTE

Zicom Group Limited



www.linkmarketservices.com.au

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ABN 62 009 816 871

ONLINE

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

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All enquiries to: Telephone: 1300 554 474 Overseas: +61 2 8280 7454

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SHAREHOLDER VOTING FORM

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

APPOINT A PROXY

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named.

If no person/body corporate is named, the Chairman of the Meeting, is appointed 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 (Brisbane Time) on Tuesday, 13 November 2012, Colmslie Hotel, Corner of Wynnum and Junction Roads, Morningside, Brisbane, Queensland 4170, Australia and at any adjournment or postponement of the meeting. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

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 * 1 Re-election of Mr Ian Robert Millard as a 5 Partial payment of performance bonus to Director Mr Kok Yew Sim in shares of the Company

• 2 Adoption of Remuneration Report 6 Approval of grant of options to Mr Kok Hwee Sim

• 3 Partial payment of performance bonus to 7 Approval of grant of options to Mr Kok

• Mr Giok Lak Sim in shares of the Company Yew Sim

• 4 Partial payment of performance bonus to Mr Kok Hwee Sim in shares of the Company

 * 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 Resolutions 3 to 7 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 those Resolutions and that votes cast by him/her for those Resolutions, 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 Resolutions 3 to 7 and your votes will not be counted in calculating the required majority if a poll is called on these Resolutions. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 3 to 7.

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 be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

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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 appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

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. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

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 10.00 am (Brisbane Time) on Sunday, 11 November 2012, 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:

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ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

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by mail:

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

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by fax:

+61 2 9287 0309

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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.