Tandou : Notice of Annual General Meeting/ Proxy Form

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TANDOU

LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN lhallhe ANNUAL GENERAL MEETING ol Tandou Limited (Company or Company) will be held allhe Mildura

Aero Club, Alan Malhews Drive, Mildura Airporl, !1cloria on Tuesday 28 Oclober 2014 al2.30 pm AEDT.
This Nolice olMeeling and lhe resolulions should be read in conjunclion wilh lhe Explanatory Notes, which accompany lhis Nolice.

BUSINESS:

Financial Statements

To receive and consider lhe financial slalemenls ollhe Company lor lhe year ended 30 June 2014 and relaled Direclors' Reporl, Direclors' Declaralion and Audilors' Reporl. (The Company's Annual Reporl can be downloaded al www.landou.com.au)

1. Remuneration Report

To consider and, illhoughlfil, pass lhe lollowing resolulion as a non binding resolulion:

"That the remuneration report section of the Directors' Report far the Company far the year ended 30 June 2014 be adopted."

Note: Referto voting exclusions on this resolution.

2. Election of Directors

To consider and, illhoughlfil, pass lhe lollowing resolulion as ordinary resolulions:

(i) "That Mr David Boyd, who retires by rotation in accordance with artic/e 11.3 of the Company's constitution, and being e/igible, offers himsefffor re e/ection, be re e/ected as a Director"

(ii) "That Mr Rodger Finlay, who retires in accordance with artic/e 11.11 of the Company's constitution, and being e/igible, offers himsefffore/ection, be e/ected as a Director"

3. Extension ofTandou's Employees' and Directors' Option Pian

To consider and, illhoughlfil, pass lhe lollowing resolulion as an ordinary resolulion:

"That, far the purposes of ASX Listing Ru/e 7.2 Exception 9 and far al/ other purposes, the Company approves and authorises the Di"ectors of the Company to issue options to acquire fully paid shares in the capita/ of the Company on and subject to the terms of its Emp/oyees' and Directors' Option Pian, which are summarised in the Explanatory Notes to this Notice."

4. Approvai to issue options to the Chief Executive Officer/Managing Director

To consider and, illhoughlfil, pass lhe lollowing resolulion as an ordinary resolulion:

"That, far the purposes of ASX Listing Ru/e 1O 14 and far al/ other purposes, the Company issue to Mr Guy Kingwi/1 2,000,000 options to acquire an equiva/ent number of fully paid ordinary shares in the capita/ of the Company in accordance with Tandou's Emp/oyees' and Directors' Option Pian and as seiaut in the Explanatory Notes to this Notice."

By Order ollhe Board
Bernie Woollard

Company Secretary

26 Seplember 2014

Tandou Limited

ABN 81 001 014 562

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How to vote:

Ilyou wish lo vote on the resolution contained in this notice you should either attend the meeting in person or appoint a proxy or proxies lo attend on your behalf. A body corporale may appoint a representative lo attend in accordance with the Corporations Act 2001 (Cth) (Corporations Aet). In relation lo the appointment of proxies, refer lo the notes on proxies immediately following the Proxy Form.

Voting Entitlements:

For the purpose of determining a person's entitlement lo vote al the meeting, a person will be entitled lo vote ilthat person is registered as a holder of shares in the Company althe close of business a t 7pm on 26 October 2014.

Proxies:

A shareholder has the righilo appoint a proxy, who need not be a shareholder of the Company. Ila shareholder is entitled lo cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is entitled lo exercise. The Proxy Form musibe deposited al the Company's registry office, Computershare lnvestor Services, alGPO Box 242 Melbourne VIC 3000, or by fax on 1800 783 447 (within Australia) [phone] (outside Australia) not later than 48 hours prior lo the commencement of the meeting. Corporale shareholders wishing lo vote by a representative should obtain an appropriate corporale representative form !rom the Company's registry. This form duly signed should be produced althe Meeting.
A proxy may decide whether lo vote on any motion, except where the proxy is required by law, the ASX Listing Rules or the Company's constitution lo vote, or abstain !rom voting, in their capacity as proxy. Ila proxy is directed lo vote on an item of business, the proxy may vote on that item only in accordance with the direction. Ila proxy is not directed how lo vote on an item of business, the proxy may vote as they think fil.
Amendments lo the Corporations Aclhave been made recently which apply lo proxy voting. Shareholders and their proxies should be aware of these changes lo the Corporations Acl, as they will apply lo this meeting. Broadly, the changes mean that:
(a) ilproxy holders vote, they musicast ali directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default lo the Chairman of the meeting, who musi vote as the proxies as directed.
Ilyou have appointed the Chairman of the meeting as your proxy you expressly authorise the Chairman lo vote in favour of Resolution 1,
3 and 4 unless:
(a) you direct the Chairman lo vote against or lo abstain !rom voting on the resolution; or
(b) you are a member ofthe KMP.
The Chairman of the meeting intends lo exercise ali available proxies by voting in favour of resolutions 1, 2, 3 and 4.
Custodian voting - for lntermediary Online subscribers (custodians) please visi! www.intermediaryonline.com lo submit your voting intentions.
Alternatively you may vote online a t www.investorvote.com.au. You will need the contrai number, holder number and postcode as shown on your proxy form.

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EXPLANATORY NOTES

The information set out below has been prepared lo assist shareholders lo assess the merits of the resolutions contained in the accompanying Notice of Annual Generai Meeting ofTandou Limited.

Financial Statements

The directors are required by the Corporations Acl lo piace before the Annual Generai Meeting the financial report of the Company
(which includes the Directors' Declaration, the Directors' Report and the Auditors' Report) for the year ended 30 June 2014.
Shareholders should note that the sole purpose of tabling the Directors' Report, Financial Statements and lndependent Auditor's Report of the Company althe Annual Generai Meeting is lo provide shareholders with the opportunity lo ask questions or discuss matters arising
!rom them. Il is not the purpose of the meeting that the Directors' Report, Financial Statements and lndependent Auditor's Report be accepted, rejected or modified in any way. Further, as il is not required by the Corporations Acl, no resolution lo adopt, receive or consider the Company's Directors' Report, Financial Statements and lndependent Auditor's Report will be put lo shareholders al the meeting.

Explanation of Resolution 1 - Remuneration Report

Under the Corporations Acl, an ASX listed entity is required lo put lo shareholders a resolution that the Remuneration Report section of the Directors' Report be adopted. This Remuneration Report can be found in the June 2014 Annual Report senilo shareholders. lt sets out a range of matters relating lo the remuneration of directors and the evolving framework of remuneration for the Company. A vote on this resolution is advisory only and does not bind the directors nor the Company, bui the Board will take the outcome of the vote into consideration when reviewing the remuneration practices of the Company.
Under the Corporations Acl, ilalleast 25% of the votes cast on the resolution althe Annual Generai Meeting are against adoption of the report, then:
(a) ilcomments are made on the report al the Annual Generai Meeting, the Company's remuneration report for the financial year ending 30 June 2015 will be required lo include an explanation of the Board's proposed action in response or, ilno action is proposed, the Board's reasons for this; and
(b) il, al the Company's 2015 annual generai meeting, al least 25% of the votes cast on the resolution for adoption of the remuneration report for the relevant financial year are against its adoption, the Company will be required lo put lo shareholders a resolution proposing that a generai meeting (Spitt Meeting) be called lo consider the election of directors of the Company (Spitt Resolution). The Spill Meeting musibe held within 90 days of the date of the 2015 annual generai meeting. For any Spill Resolution lo be passed, more than 50% of the votes cast on the resolution musi be in favour of il. Ila Spill Resolution is passed, ali of the directors (other than any managing director) will cease lo hold office immediately before the end of the Spill Meeting unless re elected a t that meeting.
The remuneration report forms pariof the Directors' report and is presented in accordance with a unanimous resolution of the directors. Each of the directors recommends the report lo Shareholders for adoption.
A reasonable opportunity will be provided for discussion of the Remuneration Report althe Meeting.

Voting Exclusion Statement

A vote musinoibe cast (in any capacity) on this Resolution 1 by or on behalf of any of the following persons:
(a) a member of the Company's key management personnel details of whose remuneration is included in the remuneration report for the year ended 30 June 2014 (KM P);
(b) a closely related party of a KMP,
whether the votes are cast as a shareholder, undirected proxy or in any other capacity.
However the Company will not disregard a vote by a KMP or a closely related party of a KMP il:

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(a) ilis cast as a proxy, and the proxy is appointed by writing that specifies how the proxy is lo vote on Resolution 1 and ilis not cast on behallola KMP or a Closely Related Party it is cast as a proxy; and
(b) the proxy is the Chairman olthe meeting and the appointment olthe Chairman as proxy does not specify the way the proxy is lo vote on Resolution 1 and expressly authorises the Chairman lo exercise the proxy even ilthe resolution is connected directly or indirectly with the remuneration ola KMP olthe Company.

lmportant for Resolution 1

Ilyou are KMP or a Closely Related Party olKMP (or are acting on behallolany such person) and purport lo cast a vote that will be disregarded by the Company (as indicated above), you may be liable lor an offence lor breach olvoting restrictions that apply lo you under the Corporations Acl.
KMP are those persons having authority and responsibility lor planning, directing and controlling the activities olthe Company, whether directly or indirectly. KMP personnel include its directors and certain senior executives.
A Closely Related Party olKMP means any olthe lollowing: (a) a spouse, child or dependant olthe member;
(b) a child or dependant olthe member's spouse;
(c) anyone else who is one olthe member's lamily and may be expected lo influence, or be influenced by, the member in the member's dealings with the Company;
(d) a company the member controls; or
(e) a person prescribed by regulations (as althe date olthis notice, no additional persons have been prescribed by regulation).

Explanation of Resolution 2- Election of Directors

One third olthe current directors (excluding the managing director and directors appointed during the year lo fili a casual vacancy) or il their number is not three or a multiple olthree, the number nearest one third, musiretire by rotation aleach Annual Generai Meeting in accordance with Articie 11.3 olthe Company's constitution. Accordingly, Mr David Boyd, being the longest serving Director, retires althis meeting and offers himselllor re election.
David joined the Tandou Board on 19 Aprii 2010 with more than 50 years olexperience in Australian agriculture. David spent 28 years with the Dalgety organisation including 6 years as Generai Manager olthe Rural Division. He then spent 19 with the Swire Group retiring in 2007 as Chairman and ChielExecutive Officer olClyde Agriculture. His previous Board positions include serving as a Director olJohn Swire & Sons Pty Ltd, Cotton Australia, the Australian Wool lnnovation Limited, Wool lnternational, and Chairman olthe Darling Matilda Way Sustainable Region Advisory Committee and Cotton lndustry Flood RelielFund Pty Ltd. David is currently the Chairman olthe McGarvie Smith lnstitute.
Other than Mr Boyd (because olhis interesiin the resolution), the Board recommends that shareholders vote in lavour olthis resolution. The Board appointed Mr Rodger Finlay as a Non lndependent Non Executive Director olthe Company on 28 October 2013. Rodger is
the Deputy Chairman olRural Equities Limited, which together with its associates is currently Tandou's largest shareholder. Rodger has
significant industriai insight and knowledge olthe agriculture, natural resources and financial services sectors alter 26 years olservice as an investment banker and lund manager in London. Rodger returned lo New Zealand in 2004, becoming a shareholder al Forsyth Barr where he spent 4 years as Director ollnvestment Banking.
Current directorship (non executive) include:
• Rural Equities Limited (Deputy Chairman)
• New Zealand Oil and Gas Ltd
• Moeraki Limited
• Mundane Asse!Management (Chairman)
Mr Finlay, being eligible, offers himsellor election as a Director olthe Company.
Other than Mr Finlay (because olhis interest in the resolution), the Board recommends that shareholders vote in lavour olthis resolution.

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Explanation of Resolution 3- Extension of Tandou's Employees' and Directors' Option Pian

Approvai is sought for 3 years during which options can be granted under the Tandou Employees' and Directors' Option Pian (Pian) and fati within exception 9 of ASX Listing Rule 7.2.
ASX Listing Rule 7.1 restricts the number of shares and options a listed entity can issue without shareholder approvai. ASX Listing Rule
7.2 provides a number of exceptions lo Rule 7.1. Exception 9(b), in particular, provides that Rule 7.1 does noiapply lo an issue under an employee incentiva scheme il, within 3 years before the issue, holders of ordinary securities have approved the issue under the scheme as an exception lo that Rule.
In 2008 the Company established a prior employees' and directors' pian lo attraci, retain and motivate employees and Directors of the
Company (Oid Pian). The Old Pian was approved by shareholders on 30 Aprii 2008 for the purposes of exception 9 of ASX Listing Rule
7.2. The Old Pian has noibeen refreshed by shareholders since that date. Approvai is now sought under exception 9 of ASX Listing Rule
7.2 lo issue options for 3 years under the Pian without detracting !rom the Company's capacity lo issue shares (without shareholder approvai) within the 15% limit under ASX Listing Rule 7.1.
Il should be noted that notwithstanding the approvai sought under this resolution, any future grani of options under the Pian lo Directors
(including that proposed as resolution 4), or other related parties of the Company, requires separate shareholder approvai.
There have been 250,000 options issued lo Mr Guy Kingwill under the Pian since il was established. A copy of the rules of the Pian is available !rom the Company's registered office and a summary of the Pian is contained in the Annexure lo this Notice.
Other than Mr Kingwill (who is eligible lo participate in the Pian and therefore has an interest in the outcome of the resolution), the
Directors recommend that shareholders vote in favour of this resolution.

Voting Exclusion Statement

In accordance with the ASX Listing Rules Tandou will disregard any votes cast on resolution 3 by participants who will benefit !rom the
Option Pian and any of their associates,
However, Tandou need noidisregard a vote ililis cast:
• by a person as a proxy fora person who is entitied lo vote, in accordance with the directions on the proxy form; or
• by the Chairman of the meeting as proxy for a person who is entitled lo vote in accordance with a direction on the proxy form lo vote as the proxy decides
In addition, in accordance with section 250BD of the Corporations Acl, a person appointed as a proxy musinoivote, on the basis of that appointment, on resolution 3 il:

• the proxy is either a member of the KMP or a closely related party of a member of the KMP; and

• the appointment does no t specify the way the proxy is lo vote on that resolution. However, the above prohibition does noiapply il:

• the proxy is the Chairman of the meeting; and

• the appointment expressly authorises the Chairman lo exercise the proxy even ilthe resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Explanation of Resolution 4- Approvai to issue options to the ChielExecutive Officer/Managing Director

ASX Listing Rule 10.14 provides that a listed entity musino t permit a Director lo acquire securities under an employee incentiva scheme without the prior approvai of shareholders. The Board wishes lo granilo Mr Guy Kingwill 2,000,000 options under the Pian lo acquire an equivalent number offully paid ordinary shares in Tandou (options). Accordingly, approvai is sought under ASX Listing Rule 10.14 for the 2,000,000 options lo be granted lo Mr Kingwill on the following main terms:
• the options will vest on 30 June 2017, with the exercise price of 47 cents per option;

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• the options are subject lo a vesting hurdle, being the Tandou fully paid ordinary shares musireach a closing price of 57 cents
(or greater) fora t least 1O trading days, anytime !rom the date of issuing the options lo 30 June 2017;
• the options will expire 10 years !rom the date of grani or 90 days !rom the date Mr Kingwill ceases lo be a Director of the
Company, whichever comes first;
• the options will be granted lo Mr Kingwill for no consideration as soon as practicable alter shareholder approvai under resolution 4 has been obtained; and
• the options will no t be quoted on the ASX.
The graniof the options lo Mr Kingwill form pari of the Company's Long Term lncentive program lo retain and incentivise executive and senior management staff. Mr Kingwill is the only person referred lo in ASX Listing Rule 10.14 that may participate in the Pian.
Other than Mr Kingwill (because of his interest in the resolution), the Directors recommend that shareholders vote in favour of this resolution.

Voting Exclusion Statement

In accordance with the ASX Listing Rules Tandou will disregard any votes cast on resolution 4 by Mr Kingwill and any of his associales
However, Tandou need not disregard a vote ilit is cast:

• by a person as a proxy fora person who is entitled lo vote, in accordance with the directions on the proxy form; or

• by the Chairman of the meeting as proxy for a person who is entitled lo vote in accordance with a direction on the proxy form lo vote as the proxy decides.

In addition, in accordance with section 250BD of the Corporations Acl, a person appointed as a proxy musinot vote, on the basis of that appointment, on resolution 4 il:

• the proxy is either a member of the KMP or a closely related party of a member of the KMP; and

• the appointment does no t specify the way the proxy is lo vote on that resolution. However, the above prohibition does not apply il:

• the proxy is the Chairman of the meeting; and

• the appointment expressly authorises the Chairman lo exercise the proxy even ilthe resolution is connected directly or indirectly with the remuneration of a member of the KMP.

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ANNEXURE

Summary ofTandou's Employees' and Directors' Option Pian Rules

1. Eligibility

The board of Tandou Limited (Tandou or Company) may make offers (Offers) lo employees the board determina as eligible (Eiigible Employees) lo apply for the issue of options or rights (Pian Securities) in accordance with the long term incentiva pian rules (Rules).

2. Offer

The board will previde Eligible Employees with an offer document in a form approved by the board (Offer Document), setting out the details of the Offer.
The board will determina:
(a) the number of options or rights which will be offered lo the Eligible Employee;
(b) the issue price (lssue Price) and the exercise price (Exercise Price) (ifany) ofthe Pian Securities; and
(c) the terms and conditions of the Offer.
An Eligible Employee may accept the Offer by giving the Company a completed application (Application) by the date specified in the Offer (Final Acceptance Date). Alter il is accepted, the Eligible Employee becomes a participant in the pian and is bound by the Rules (Participant).
Ilan Application is no t received by the Final Acceptance Date, the Offer willlapse. The board may withdraw an Offer made lo an Eligible Employee.
When the Company receives the Acceptance, il may issue the Pian Securities the subject of the Application. The Company musialso notify the Participant of:
(d) the number of options or rights issued lo the Participant; (e) the lssue Price (ilany) of the options orrights;
(f) the Exercise Price (ilany) in the case of options; and
(g) the date those options or rights are granled.

3. Price of pian securities

No monetary or other consideration will be payable in respect of the issue of Pian Securities, unless the board determines otherwise.
The board may determina an Exercise Price for the exercise of any Options.

4. Pian limi!

The Company wili no t make an Offer of Pian Securities ilthe lo tal number of Shares the subject of those Pian Securities plus the total number of Shares that would be issued were each outstanding offer, righi or unii of a Share issued under the Rules, plus the number of Shares issued in the previous 5 years under the Rules, were lo exceed 5% of the total number of Shares issued in Tandou.

5. Entitlements of participants

Option holders:
(a) are entitled lo be allocated one Share following exercise of the Option and payment of the Exercise Price (ilany); and

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(b) are not entitled lo any dividends, voting rights, rights lo participate in new issues of capitai or rights lo attend or vote al generai meetings of shareholders.
Rights holders:
(a) are entitled lo be allocated one Share; and
(b) are not entitled lo any dividends, voting rights, rights lo participate in new issues of capitai or rights lo attend or vote al generai meetings of shareholders.
Alter the Shares are issued, they will rank equally with ali existing Shares, including in relation lo rights issues, bonus issues, and dividends.

6. Vesting of pian securities

When the conditions for vesting set out in the Offer (Vesting Conditions) and any other additional terms (ilany) are satisfied, the Pian Securities vest on and !rom the date determined by the board.
Ilthere are no Vesting Conditions or other additional terms, the Pian Securities vest on and !rom the date specified in the Offer document.
Within a reasonable period ofvesting, the Company musigive the Participant a notice setting out that the options or rights have vested (Vesting Notice).

7. Exercise of options

Options may be exercised during the exercise period (Exercise Period).
When exercising an Option, notice musibe given lo the Company (Notice of Exercise) along with payment of any Exercise
Price and the certificates (ilany) which were issued by the Company in respect of those options. Options may be partially exercised in multiples of 100 unless the board determines otherwise.
When the Company receives the Notice of Exercise and accompanying payment and certificates, ilmusiallocate the Shares lo the Participant.

8. Sale of performance shares

A Participant musinot sell, encumber or otherwise deal with vested Pian Securities until the vested Pian Securities have been transferred lo the Participant, unless otherwise permitted by the Rules or the board.

9. Lapse of Pian Securities

Pian Securities may lapse in certain circumstances including:
(a) where a Participant ceases lo be an employee of the Company or a related Company; (b) the Vesting Conditions are no t me t;
(c) the Participant has been engaged in misconduct; or
(d) the Participant fails lo exercise their options by the las!date allowed for exercise. No compensation is payable lo the Participant on the lapse of the Pian Securities.

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ABN 81 001 014 562

Lodge your vote:

 Online:

www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited

GPO Box 242 Melbourne

Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) [phone]

For Intermediary Online subscribers only

(custodians) www.intermediaryonline.com

For all enquiries call: (within Australia) 1300 556 161 (outside Australia) [phone]

Proxy Form



Vote online

•

Follow the instructions on the secure website to vote.
Go to www.investorvote.com.au or scan the QR Code with your mobile device.

•

Your access information that you will need to vote:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 2:30pm (AEDT) Sunday 26 October 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or

100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies 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 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of

the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles

as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,

or turn over to complete the form

185254_Live_Samples/000037/000183

Change of address. If incorrect, mark this box and make the

correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form Please mark to indicate your directions

STEP 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Tandou Limited hereby appoint

the Chairman OR

of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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

to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Tandou Limited to be held at the Mildura Aero Club, Alan Mathews Drive, Mildura Airport, Victoria on Tuesday 28 October 2014 at 2.30pm (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1, 3 & 4 (except where I/we have indicated a different voting intention below) even though Items 1, 3 & 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1, 3 & 4 by marking the appropriate box in step 2 below.

STEP 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

BUSINESS

1 Remuneration Report

2(i) Re-election of Mr David Boyd as a Director

2(ii) Election of Mr Rodger Finlay as a Director

3 Extension of Tandou's Employees' and Directors' Option Plan

4 Approval to issue options to the Chief Executive Officer/Managing Director

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact

Name

Contact

Daytime / /

Telephone Date

T A N 1 8 5 2 5 4 A