ZOONO GROUP LIMITED — AGM Information 2012

Oct 11, 2012

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12 October 2012

The Manager Company Announcements Office Australian Securities Exchange Level 4, 20 Bridge Street SYDNEY NSW 2000 Via ASX Online

No. of pages – 9

Dear Sir

Re: Notice of annual general meeting

The directors of Goldsearch Limited advise that the Company’s annual general meeting in respect of the financial year ended 30 June 2012 will be held on Tuesday 13 November 2012.

Attached is a copy of the notice of meeting and accompanying documents which will be mailed to all shareholders today.

The annual report will be available on Friday 19 October 2012 when it will be lodged with ASX Online; posted on the Company web site; and mailed to those shareholders who have elected to receive a printed hard copy.

For and on behalf of the directors of Goldsearch Limited

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P S Hewson Secretary

GOLDSEARCH LIMITED ACN 006 645 754

NOTICE OF MEETING

AND EXPLANATORY MEMORANDUM

for the 2012 annual general meeting of the members of Goldsearch Limited to be held in the Prince Albert Room at the Sir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on Tuesday 13 November 2012 at 11.00 am.

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY

If you do not understand any part of this document please contact a professional adviser immediately

GOLDSEARCH LIMITED ACN 006 645 754

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2012 annual general meeting of members of Goldsearch Limited (the “Company”) will be held in the Prince Albert Room at the Sir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on Tuesday 13 November 2012 at 11.00 am.

The business to be considered at the annual general meeting is set out below. Information on the proposals to which the business relates is set out in the Explanatory Memorandum which accompanies this Notice. This Notice should be read in conjunction with the accompanying Explanatory Memorandum.

Capitalised terms used in this Notice which are not defined herein have the meanings given to them in the Glossary in the accompanying Explanatory Memorandum.

ORDINARY BUSINESS

Financial statements and reports

To receive and consider the financial report, directors’ report and auditor’s report for the financial year ended 30 June 2012.

Note : This item of business is for discussion at the meeting and is not a resolution.

Resolution 1 - Remuneration report

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

“That the remuneration report for the financial year ended 30 June 2012 be adopted.”

Resolution 2 – Re-election of Robert Burgess Leece AM RFD as director

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

“That Robert Burgess Leece AM RFD, who retires by rotation in accordance with rule 75 of the Company’s constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company.”

ADDITIONAL INFORMATION

This notice of meeting is accompanied by an Explanatory Memorandum which provides an explanation of the business of the meeting, including the proposed resolutions.

Voting exclusion statements

Resolution 1

In accordance with the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel details of whose remuneration are included in the remuneration report;

• (b) a Closely Related Party of such member,

However, a person described above may cast a vote on Resolution 1 if:

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

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• the vote is not cast on behalf of a person described in paragraphs (a) or (b).

Please note that Key Management Personnel, including the chairman, and their Closely Related Parties cannot vote on Resolution 1 as proxy unless given voting directions on the Proxy Form. Please direct your proxy how to vote by crossing the "For" or "Against" box for Resolution 1 on the Proxy Form.

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Voting entitlement

The board of directors of Goldsearch Limited has determined in accordance with regulation 7.11.37 of the Corporations Regulations that for the purpose of voting at the Annual General Meeting, shares will be taken to be held by those who hold them at 7.00 pm (Sydney time) on Friday 9 November 2012. This means that if you are not the registered holder of a relevant share at the time, you will not be entitled to vote in respect of that share.

Voting by proxy

Each shareholder who is entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote on behalf of that shareholder. The proxy need not be a shareholder. Where a shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands.

A shareholder who is entitled to cast two or more votes may appoint one or two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointment does not specify the proportion, or number, of shareholder's votes, each proxy may exercise half the votes (disregarding fractions).

New rules regarding proxies

Recent amendments to the Corporations Act took effect on 1 August 2011 as follows:

Proxy vote if appointment specifies way to vote

The new section 250BB of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

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• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

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• if the proxy has 2 or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands; and

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• if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e., as directed); and

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• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e., as directed).

Transfer of non-chair proxy to chair in certain circumstances The new section 250 of the Corporations Act provides that, if:

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• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's members; and

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• the appointed proxy is not the chair of the meeting; and

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• at the meeting, a poll is duly demanded on the question that the resolution be passed; and

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• either of the following apply:

• (i) the proxy is not recorded as attending the meeting; or

• (ii) the proxy does not vote on the resolution;

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that meeting.

Proxy Form

A proxy appointment form is enclosed with this notice of meeting. For the appointment of a proxy to be effective for a meeting, the following documents must be received by 11am Sydney time on 11 November 2012:

• (a) the proxy's appointment; and

• (b) 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.

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Documents may be lodged by mail, delivery or facsimile either to:

The Company's principal office: Level 4, 20 Loftus Street Sydney NSW 2000 Australia Facsimile: (+61 02) 9241 5599 or to

The Company’s share register: Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Telephone: 1300 737 760, Facsimile: 1300 653 459

If mailing, please allow sufficient time for your form to be received by 11am on Sunday 11 November 2012.

Corporate representatives

A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of shareholders. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate's behalf, all of the powers that the body corporate could exercise at a meeting or in voting on a resolution.

By order of the board of directors of Goldsearch Limited

Paul Hewson Company Secretary 12 October 2012

Goldsearch Limited

ACN 006 645 754

2012 Annual General Meeting

EXPLANATORY MEMORANDUM

Important information

This Explanatory Memorandum has been prepared for the information of the shareholders of Goldsearch Limited (the Company) in connection with the business to be conducted at the 2012 Annual General Meeting of the Company to be held to be held in the Prince Albert Room at the Sir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on Tuesday 13 November 2012 at 11.00 am.

The purpose of this Explanatory Memorandum is to provide information that the Directors believe to be material to shareholders in deciding whether or not to pass the resolutions set out in the Notice.

You should read this document carefully.

This Explanatory Memorandum and the accompanying Notice are important. You should read each document in its entirety before deciding how to vote on the resolutions at the Meeting. If you are in doubt as to what you should do, you should consult your financial, legal or other professional adviser.

Glossary

Unless otherwise defined in this document, capitalised terms have the meaning set out in the Glossary at the end of this Explanatory Memorandum.

A. Resolution 1 – Remuneration Report

The annual report of the Company for the financial year ended 30 June 2012 contains a remuneration report which sets out the remuneration policies applicable to the Company and reports the remuneration arrangements that were in place for the Company's Directors and senior executives for the financial year ended 30 June 2012.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting before shareholders are asked to vote on Resolution1, to adopt the remuneration report.

The vote on the resolution is advisory only and does not bind the Directors or the Company. However, your Directors will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

Further, amendments to the Corporations Act have been made with effect from 1 July 2011 to provide that if 25% or more of the votes cast on a resolution that the remuneration report be adopted were against adoption of the report at two or more consecutive annual general meetings a resolution must then be put to the shareholders at the later AGM as to whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of the later resolution must stand for re-election.

Noting that each Director has a personal interest in his own remuneration from the Company, the Board unanimously recommends that you vote in favour of Resolution1.

B. Resolution 2 – Re-election of Director

In accordance with the Company’s constitution, Mr Robert Burgess Leece AM RFD will retire by rotation from office at the Meeting, and being eligible, offers himself for re-election as a Director.

Information on Mr Leece is set out in the Directors' Report on page 20 of the Company's 2012 Annual Report.

The Directors recommend that you vote in favour of resolution 2.

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GLOSSARY

In this Explanatory Memorandum:

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires.

Board means the board of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member's spouse;

• (c) a dependant of the member or the member's spouse;

• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the members dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations (Cth) 2001 to be a Closely .

Company means Goldsearch Limited ACN 006 645 754.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Employee means any person who is employed by the Company or any other member of the Group and any contractor who provides executive services to the Company or any other member of the Group.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Group means the Company and each related body corporate of the Company.

Key Management Personnel has the same meaning as in the AASB's accounting standards. Under the latter, the term key management personnel means those person having authority or responsibility for planning, directing or controlling the actions of the company, directly or indirectly, including any director (whether executive or otherwise) of the company.

Listing Rules or ASX Listing Rules means the official listing rules of ASX.

Meeting or Annual General Meeting means the annual general meeting convened by the Notice.

Notice means the notice of meeting accompanying this Explanatory Memorandum.

Proxy Form means the proxy form accompanying the Notice and the Explanatory Memorandum.

Name & Address

Barcode Ref Number

GOLDSEARCH LIMITED

ACN 006 645 754

Registered Office - Level 6, 77 Castlereagh Street, Sydney NSW 2000 Telephone: 02-9241 5999 Facsimile: 02-9241 5599

PROXY FORM

STEP 1 - Appointment of proxy

I/We being a member/s of Goldsearch Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting OR (mark with an ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered securityholder) you are appointing as your proxy.

or failing him, the chairman of the meeting as my/our proxy to vote for me/us at the 2012 annual general meeting of the Company to be held in the Prince Albert Room at the Sir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on Tuesday 13 November 2012 at 11.00 am and at any adjournment thereof.

DATED the day of 2012

SIGNED by the said __________ Signature of shareholder

STEP 2 - Voting directions to your Proxy

If you desire to direct your proxy how to vote please mark the appropriate box with a tick or cross .

Ordinary business FOR AGAINST ABSTAIN Resolution 1 – adoption of the remuneration report # Resolution 2 – re-election of director – Mr R B Leece AM RFD

# Important information for Resolution 1

If you appoint the Chairman of the Meeting, another member of the Key Management Personnel or their Closely Related Parties as your proxy and you do not direct your proxy how to vote as your proxy in respect of Resolution 1, your proxy will not cast your votes on the resolution or your votes will not be counted in calculating the required majority if a poll is called on the resolution. You must direct your proxy how to vote on resolution 1 if you are appointing the Chairman of the Meeting, or another member of the Key Management Personnel, or their Closely Related Parties as your proxy and wish your votes to be counted.

See notes overleaf

Notes to proxy form

Voting by proxy

Each shareholder who is entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote on behalf of that shareholder. The proxy need not be a shareholder. Where a shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands.

A shareholder who is entitled to cast two or more votes may appoint one or two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointment does not specify the proportion, or number, of shareholder's votes, each proxy may exercise half the votes (disregarding fractions).

In the event that a shareholder appoints a proxy and specifies the way the proxy is to vote on a particular resolution:

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• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote the way the shareholder specifies;

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands;

• where the proxy is not the Chairman:

• (a) the proxy need not vote on a poll but if the proxy does so then the proxy must vote the way that the shareholder specifies; and

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• (b) if a poll is demanded and the proxy does not attend or vote, then the Chairman is taken to have been appointed as the proxy; and

• where the chairman is the proxy (including where the chairman is taken to have been appointed the proxy as set out above) the proxy must vote on a poll and must vote the way that the shareholder specifies.

Proxy form

For the appointment of a proxy to be effective for the meeting, the following documents must be received by 11am on Sunday 11 November 2012:

• (a) the proxy's appointment; and

(b) 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.

Documents may be lodged by mail, delivery or facsimile either to:

The Company's principal office:

Level 4, 20 Loftus Street Sydney NSW 2000 Australia Facsimile: (+61 02) 9241 5599

or to

The Company’s share register: Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Telephone: 1300 737 760, Facsimile: 1300 653 459

If mailing, please allow sufficient time for your form to be received by 11am on Sunday 11 November 2012.

Voting entitlement

The board of directors of Goldsearch Limited has determined in accordance with regulation 7.11.37 of the Corporations Regulations that for the purpose of voting at the Annual General Meeting, shares will be taken to be held by those who hold them at 7.00 pm (Sydney time) on Friday 9 November 2012. This means that if you are not the registered holder of a relevant share at the time, you will not be entitled to vote in respect of that share.