ABN: 11 126 990 832

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the shareholders of Countplus Limited will be held on

Tuesday 12 November 2013 at 10.00am, at:

Computershare

Level 4, 60 Carrington Street

Sydney NSW 2000

Ordinary Business:

1. Financial Statements and Reports

To receive and consider the annual financial report of the Company and its controlled entities and the reports of the Directors and of the auditors for the year ended 30 June 2013.

2. Adoption of Remuneration Report

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

"To adopt the Remuneration Report for the financial year ended 30 June 2013 as set out in the Company's 2013 Annual Report."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement

A vote on Item 2 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; or

(b) A closely related party of such a member.

However, a person described above may cast a vote on Item 2 if:

(c) The person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(d) The vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

3. Re-election of Director

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

"That Barry Martin Lambert (who retires by rotation in accordance with the Constitution of the Company and, being eligible, offers himself for re-election), be re-elected as a Director of the Company."

4. Re-election of Director

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

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"That David Maxwell Smith (who retires by rotation in accordance with the Constitution of the Company and, being eligible, offers himself for re-election), be re-elected as a Director of the Company."

5. Renewal of Proportional Takeover Provisions in Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, pursuant to section 648G of the Corporations Act 2001 (Cth), the proportional takeover approval provisions in clause 22 of the Constitution of the Company are renewed for a period of three years from the date of this meeting."

Other Business

To transact any other business that may properly be brought forward, in accordance with the Company's Constitution and the

Corporations Act 2001 (Cth).

By order of the Board

Arlette Jubian

Company Secretary

VOTING ENTITLEMENTS

For the purpose of the Corporations Act 2001 (Cth), the Company has determined that all securities of the company that are quoted securities at 10.00am AEST on Sunday, 10 November 2013 will be taken, for the purpose of the meeting, to be held by the persons who held them at the time.

PROXIES

A member entitled to attend and vote, is entitled to appoint one proxy if the member is entitled to cast one vote, or two proxies if the member is entitled to cast two or more votes to attend and vote instead of that member. If two proxies are appointed,you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes.
When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 on the
Proxy Form. A proxy need not be a member of the Company.
The Board has determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the
Register of Shareholders as at 48 hours before the appointed time for holding the meeting.
A proxy form and the power of attorney or authority (if any) under which it is signed or a copy of that power of attorney or authority certified as a true copy, must be deposited not less than 48 hours before the commencement of the meeting, at 10.00am on
Sunday 10 November 2013 or adjourned meeting at which the person named in the instrument proposes to vote.

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Proxy vote if appointment specifies way to vote

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