CO2 Group Limited : Notice of 2011 Annual General Meeting and Proxy

Our Ref: CO2 ASX Announce 2011 Annual General Meeting Notice (335)

18 January 2012

Company Announcements Office

Australian Securities Exchange

ANNOUNCEMENT 335

Level 6 By ASX Online

20 Bridge Street Number of pages: 11

SYDNEY NSW 2000 (including this page) Dear Sir

Re: Notice of 2011 Annual General Meeting & Proxy

Enclosed are the following CO2 Group Limited documents which will be sent to shareholders today:

• Notice of Annual General Meeting with supporting Explanatory Memorandum; and

• Pro forma Proxy Form.

The Annual Report for the period ended 30 September 2011 which will be sent to those shareholders who have requested a copy was released to the market on 28 November 2011. The Report is

available on our web site www.co2australia.com.au.

The Company's Annual General Meeting will be held in Melbourne, on Friday 24 February 2012 at

11.30 am EDST.

Yours faithfully

Harley Whitcombe

Company Secretary

ENC

CO2 Group Limited
Level 11, 225 St Georges Terrace Perth WA 6000 PO Box 7312 Cloisters Square Perth WA 6850	Tel. [phone] Fax. [phone]	ABN 50 009 317 846 www.co2australia.com.au

CO2 GROUP LIMITED

ABN 50 009 317 846

NOTICE OF ANNUAL GENERAL MEETING

A PROXY FORM IS ENCLOSED

Please read the Notice and Explanatory Memorandum carefully. If you are unable to attend the Annual General Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.

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NOTICE OF ANNUAL GENERAL MEETING

CO2 Group Limited (ABN 50 009 317 846)

Time: 11.30 am (EDST)

Date: Friday, 24 February 2012

Place: Baker & McKenzie Sydney Room Level 19, CBW

181 William Street
Melbourne Victoria 3000
Notice is given of the 2011 annual general meeting of CO2 Group Limited (Company or CO2 Group). This notice of meeting is issued by CO2 Group of Level 11, 225 St George's Terrace, Perth, Western
Australia.

BUSINESS

The business of the meeting will consist of the following:

ORDINARY BUSINESS

1 FINANCIAL REPORT

To receive and consider the financial report, the directors' report and the auditor's report of the
Company for the financial year ended 30 September 2011.

2 REMUNERATION REPORT - RESOLUTION 1

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

"That, for the purposes of section 250R(2) of the Corporations Act, the Company adopt the

Remuneration Report as set out in the Annual Report for the financial year ending 30 September

2011."

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

Company.
Shareholders who intend to appoint the Company's Chairman as proxy (including an appointment by default) should have regard to the important information below under the heading "Important information concerning proxy votes on Resolutions 1 and 4".

3 RE-ELECTION OF DIRECTOR - RESOLUTION 2

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

"That Ian Norman Trahar retires pursuant to Rule 7.1(d) of the Company's constitution, and being eligible, is re-elected as a director of the Company."

4 RE-ELECTION OF DIRECTOR - RESOLUTION 3

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

"That Christopher David Mitchell, retires pursuant to Rule 7.1(d) of the Company's constitution, and being eligible, is re-elected as a director of the Company."

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5 APPROVE INCREASE IN NON-EXECUTIVE DIRECTORS' FEES - RESOLUTION 4

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

"In accordance with the Company's Constitution and Rule 10.17 of the Listing Rules of ASX Limited, approve an increase in the maximum aggregate amount of directors' fees payable to non-executive directors by $150,000 from $250,000 to $400,000 per annum, to be divided among them in such a manner as they may determine."

Note: Shareholders who intend to appoint the Company's Chairman as proxy (including an appointment by default) should have regard to the important information below under the heading "Important information concerning proxy votes on Resolutions 1 and 4".

VOTING PROHIBITIONS AND VOTING EXCLUSION STATEMENTS

RESOLUTION 1

Voting Prohibition

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 (as defined under the heading "Important Information Concerning Proxy Votes on Resolutions 1 and 4"), 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 Resolution 1 if:
c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution 1; and
d) the vote is not cast on behalf of a person described in the paragraphs a) or b) above.

RESOLUTION 4

Voting Prohibition

In accordance with the Corporations Act, a vote on Resolution 4 must not be cast by a person appointed as a proxy if:
a) the proxy is either:
i. a member of the Key Management Personnel; or
ii. a closely related party of a member of the Key Management Personnel; and b) the appointment does not specify the way the proxy is to vote on Resolution 4. However, the above prohibition does not apply if:
c) the proxy is the Chairperson; and
d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion

In accordance with Listing Rule 10.17.1, and without limiting the voting prohibition set out above, the Company will also disregard any votes cast by or behalf of any Director or their associates. However, the Company need not disregard a vote if:
a) 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

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b) it is cast by a 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.
Shareholders who intend to the appoint the Chairperson as proxy (including an appointment by default) should have regard to the important information below under the heading "Important information concerning proxy votes on Resolutions 1 and 4."

HOW TO VOTE

How do you exercise your right to vote?

All holders of ordinary shares appearing on the CO2 Group Limited share register at 5.00pm (EDST) on
22nd February 2012 are entitled to attend and vote at the meeting.

Jointly held shares

If your shares are jointly held, only one of the joint holders is entitled to vote. If more than one holder votes in respect of jointly held shares, only the vote of the holder whose name appears first on the register will be counted. You need not exercise all of your votes in the same way, nor need you cast all of your votes.

Corporations voting

In order to vote at the meeting, a corporation, which is a member, may appoint a person to act as its representative. A representative does not have to be a shareholder of CO2 Group. The appointment should comply with section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment including any authority under which it is signed. Alternatively, you may appoint a proxy to vote on your behalf.

Voting by proxy

If you cannot attend, you may appoint a proxy to attend and vote for you. A proxy does not have to be a Shareholder. To ensure that all Shareholders can exercise their right to vote on each proposed resolution, a CO2 Group shareholder proxy form is enclosed with this notice of annual general meeting together with a reply paid envelope.
A Shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder's votes.
Recent changes to the law have impacted on the way proxies vote at Company meetings. Broadly, these changes include that:
a) if a proxy holder votes, they must cast all directed proxies as directed; and
b) any directed proxies which are not voted will automatically default to the Chairperson who must vote the proxies as directed.
Please consult your professional adviser for further details.
Proxy forms must be deposited at CO2 Group's registry, Computershare Investor Services Pty Limited by using the enclosed reply paid envelope or by posting, delivery or facsimile to:
CO2 Group Limited share registry Computershare Investor Services Pty Limited Mail: GPO Box 242
Melbourne Victoria 3001
Australia
Delivery: Level 2, Reserve Bank Building
45 St George's Terrace, Perth
Western Australia, 6000

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Facsimile: 1800 783 447 (within Australia)
[phone] (outside Australia)
Enquires: 1300 798 306 (within Australia)
[phone] (outside Australia)
to be received not less than 48 hours before the time of the meeting, that is, by 11.30 am (EDST) on 22nd
February 2012.
The proxy form provides details of what you need to do to appoint a proxy to attend and vote for you.

Voting procedure

As ordinary resolutions, Resolutions 1, 2, 3 and 4 will be approved if at least 50% of the votes cast by
Shareholders entitled to vote on the resolutions at the meeting are voted in favour of the resolutions.
Under the terms of the CO2 constitution, a poll is to be conducted as directed by the Chairman of the meeting.

Important Information Concerning Proxy Votes on Resolutions 1 and 4

The Corporations Act now places certain restrictions on the ability of Key Management Personnel and their closely related parties to vote on the advisory resolution to adopt the Remuneration Report and Resolutions connected directly or indirectly with the remuneration of the Key Management Personnel. "Key Management Personnel" has the same meaning given in the accounting standards. Broadly speaking this includes the Directors 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 Key Management Personnel for the financial year ended 30 September 2011. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control. At the Annual General Meeting, the new laws will impact on Resolutions 1 and 4.
For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and consider appointing someone other than one of the Key Management Personnel, as such persons may not be able to vote undirected proxies. Shareholders are also encouraged to direct their proxy as to how to vote on all Resolutions. If you do not do so, you risk your vote not being cast.
Undirected proxies held by Key Management Personnel or their closely related parties will not be voted on
Resolutions 1 and 4. Similarly, undirected proxies held by the Chairperson will not be voted on Resolutions
1 and 4 unless you mark the box indicated on the proxy form. Marking this box will constitute an express authorisation by you directing the Chairperson to vote your proxy in favour of both Resolutions 1 and 4 (unless you have exercised your right to direct the Chairperson otherwise by marking the 'against' column in respect of one or both of the relevant Resolutions). This express authorisation acknowledges that the Chairperson may vote your proxy even if he or she has an interest in the outcome of Resolutions 1 and 4 and that votes cast by the Chairperson for those Resolutions, other than an authorised proxy holder, will be disregarded because of that interest.

By Order of the Board

CO2 Group Limited

Harley Whitcombe

Company Secretary

Dated: 17 January 2012

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CO2 GROUP LIMITED

ABN 50 009 317 846

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be transacted at the annual general meeting of the Company to be held on
24th February 2012.
At that meeting, Shareholders will be asked to pass resolutions to:

• adopt the Remuneration Report for the financial year ended 30 September 2011;

• re-elect Ian Norman Trahar and Christopher David Mitchell; and

• approve an increase in non-executive Directors' fees.

The purpose of this Explanatory Memorandum is to provide information that the Board believes to be material to Shareholders in deciding whether or not to pass those resolutions. This Explanatory Memorandum should be read in conjunction with the accompanying notice of annual general meeting.

ORDINARY BUSINESS

CONSIDERATION OF FINANCIAL REPORTS

The Corporations Act requires that the Financial Report, Directors' Report and the Auditor's Report of the Company be laid before the Annual General Meeting. Whilst the Corporations Act does not require shareholders to approve these reports, Shareholders will have the opportunity to raise questions in respect to these reports at the meeting.
As a Shareholder, you are entitled to submit a written question to the auditor prior to the meeting provided that the question relates to:

• the contents of the Auditor's Report; or

• the conduct of the audit in relation to the Financial Report.

All written questions must be received by the Company no later than five business days before Friday, 24
February 2012. All questions must be sent to the Company and may not be sent directly to the auditor. The
Company will then forward all questions to the auditor.
The Company's auditor or his representative will be present at the meeting and Shareholders will have the opportunity to ask the auditor questions in relation to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in preparing its Financial Report, and the independence of the auditor.

RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT FOR THE FINANCIAL YEAR ENDING 30 SEPTEMBER

2011

The Annual Report for the financial year ended 30 September 2011 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for Directors and Specified Executives.

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Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on the resolution is advisory only and is not binding on the Directors or the Company.
A reasonable opportunity will be allowed for the Shareholders to ask questions about and make comments on the Remuneration Report.
The Corporations Act provides that if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Directors (other than a managing director) who were in office at the date of the approval of the applicable Directors' Report must stand for re-election.
If you intend to appoint a member of the Key Management Personnel (including any Director or the Chairperson) or their closely related parties as your proxy, please refer to the important information contained in the Notice of Meeting under the heading "Important Information Concerning Proxy Votes on Resolutions 1 and 4".

RESOLUTION 2 - RE-ELECTION OF DIRECTOR

Ian Norman Trahar B.Ec, MBA
Mr Trahar has a resource and finance background. He is a director and significant shareholder of Avatar
Industries Pty Ltd and he was a director and Chairman of the listed company Kresta Holdings Limited until
14 March 2011. He is a member of the Australian Institute of Directors.
Mr Trahar retires pursuant to Rule 7.1(d) of the Constitution and being eligible, seeks re-election.

RESOLUTION 3 - RE-ELECTION OF DIRECTOR

Christopher David Mitchell PhD, BSc (Hons). GAICD
Dr Mitchell has PhD in biology from the University of Melbourne, is a graduate of the Australian Institute of Company Directors and has a 20 year involvement in Australian and international climate research. He is Adjunct Professor at the School of Environmental Science Murdoch University. Prior to joining CO2 Group full time Dr Mitchell was Foundation Director of the Centre for Australian Weather and Climate Research, a partnership between CSIRO and the Bureau of Meteorology, and was CEO of the Cooperative Research Centre for Greenhouse Accounting. He chaired the Victorian Climate Change Minister's Reference Council on Climate Change Adaptation and is on the CSIOR's Environmental and Natural Resources Sector Advisory Committee.
Dr Mitchell retires pursuant to Rule 7.1(d) of the Constitution and being eligible, seeks re-election.

RESOLUTION 4 - APPROVAL OF INCREASE IN NON-EXECUTIVE DIRECTORS' FEES

Background

The Company seeks shareholder approval for an increase in non-executive Directors' fees of $150,000 per annum from the current level of $250,000 to $400,000 per annum in accordance with the Company's Constitution and Rule 10.17 of the Listing Rules of ASX Limited. The Board determines the distribution of non-executive Directors' fees between each individual non-executive Director.
The current maximum aggregate amount payable to non-executive Directors of $250,000 was approved by shareholders in 2001.
The proposed increase will allow the board to attract, motivate and retain highly skilled non-executive
Directors in guiding the Company forward.
The remuneration of each Director for the year ended 30 September 2011 is detailed in the Company's
2011 Annual Report.

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If you intend to appoint a member of the Key Management Personnel (including any Director or the Chairperson) or their closely related parties as your proxy, please refer to the important information contained in the Notice of Meeting under the heading "Important Information Concerning Proxy Votes on Resolutions 1 and 4".

Directors' Recommendation and Open Proxies

The Board recommends that Shareholders vote in favour of each of Resolutions 2 and 3. The Chairperson will vote undirected proxies in favour of Resolutions 2 and 3.
The Board (other than the non-executive Directors) recommends that Shareholders vote in favour of Resolution 4. Given the interest of the non-executive Directors in Resolution 4, they make no recommendation on that Resolution.
In respect of Resolutions 1 and 4, Shareholders should refer to the important information above under the heading "Important Information Concerning Proxy Votes on Resolutions 1 and 4".

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Crea ng a be er climate CO2 Group Limited ABN 50 009 317 846

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123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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