ZOONO GROUP LIMITED — AGM Information 2013

Oct 20, 2013

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21 October 2013

The Manager ASX Market Announcements 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 2013 will be held on Thursday 21 November 2013.

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 Wednesday 23 October 2013 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 2013 Annual General Meeting of the members of Goldsearch Limited to be held at the offices of Grant Thornton Australia Ltd, Level 19, Allianz Building, 2 Market Street, Sydney NSW 2000 on Thursday 21 November 2013 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 2013 Annual General Meeting of members of Goldsearch Limited (the “Company”) will be held at the offices of Grant Thornton Australia Ltd, Level 19, Allianz Building, 2 Market Street, Sydney NSW 2000 on Thursday 21 November 2013 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 2013.

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 2013 be adopted.”

Resolution 2 – Re-election of Terence Vincent Willsteed as director

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

“That Terence Vincent Willsteed, who retires by rotation in accordance with rule 75 of the Company’s constitution and, being eligible, offers himself for re-election, be reelected 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 Tuesday 19 November 2013. 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 Tuesday 19 November 2013:

• (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 using the enclosed reply paid envelope or:

By Fax: +61 2 9290 9655 By Mail: Boardroom Pty Ltd GPO Box 3993 Sydney NSW 2000 Australia In person: Level 7 207 Kent Street Sydney NSW 2000

If mailing, please allow sufficient time for your form to be received by 11am (Sydney time) on Tuesday 19 November 2013.

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 18 October 2013

Goldsearch Limited

ACN 006 645 754

2013 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 2013 Annual General Meeting of the Company to be held at the offices of Grant Thornton Australia Ltd, Level 19, Allianz Building, 2 Market Street, Sydney NSW 2000 on Thursday 21 November 2013 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 2013 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 2013.

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 Terence Vincent Willsteed will retire by rotation from office at the Meeting, and being eligible, offers himself for re-election as a Director.

Information on Mr Willsteed is set out in the Directors' Report on page 21 of the Company's 2013 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.

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All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia  By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

• By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (Sydney time) on Tuesday 19 November 2013.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. 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 security holder of the Company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a second proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the Company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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 in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a body corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the Company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (Sydney time) on Tuesday, 19 November 2013. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• By Fax + 61 2 9290 9655

 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

 In Person Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Goldsearch Limited ACN 006 645 754

Your Address

This is your address as it appears on the Company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

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

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Appoint the Chairman of the Meeting (mark box)

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

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the offices of Grant Thornton Australia Ltd, Level 19, Allianz Building, 2 Market Street, Sydney NSW 2000 on Thursday 21 November 2013 at 11.00 am and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called.

Resolution 1 Adoption of the remuneration report # Resolution 2 Re-election of director – Mr T V Willsteed

For Against Abstain For Against Abstain

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# 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.

STEP 3 SIGNATURE OF SHAREHOLDERS

This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2013