MONITOR HOLDINGS LTD

ABN 25 009 121 644

NOTICE OF GENERAL MEETING

TIME: 9.00am WST

DATE: Thursday, 12 April 2007

PLACE: Level 2, 41-43 Ord Street West Perth, Western Australia 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on 08 9420 9300.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)

Explanatory Statement (explaining the proposed resolutions)

Glossary

Annexures

Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Monitor Holdings Ltd to which this Notice of Meeting relates will be held at 9.00am (WST) on Thursday, 12 April 2007 at:

Level 2, 41-43 Ord Street West Perth Western Australia 6005

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

• by post to Monitor Holdings Ltd, Level 2, 41-43 Ord Street, West Perth, Western $(a)$ Australia 6005: or
• $(b)$ by facsimile to the Company on facsimile number (08) 9481 2690,

so that it is received not later than at 9.00am (WST) on Tuesday, 10 April 2007.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Monitor Holdings Ltd (Monitor or Company) will be held at Level 2, 41-43 Ord Street, West Perth, Western Australia at 9.00am (WST) on 12 April 2007,

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

The Directors have determined pursuant to Reaulation 7.11.37 of the Corporations regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are reaistered Shareholders of the Company at the close of business on 10 April 2007.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

$\mathbf{1}$ . RESOLUTION 1 - RATIFICATION OF ISSUE OF SHARES TO ZABV LLC

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, the Company ratifies the issue of 2,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice".

Voting Exclusion: The Company will disregard any votes cast on this resolution by Zaby LLC and any associates of Zaby LLC.

$\overline{2}$ . RESOLUTION 2 - ISSUE OF OPTIONS TO MR HAMED NAEM

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, the Company approves the issue and allotment of 6.500.000 Options to Hamed Naem (or his nominee) on the terms and conditions set out in the Explanatory Statement accompanying this Notice".

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

RESOLUTION 3 - ELECTION OF MR JON ROESTENBURG AS A DIRECTOR $\overline{\mathbf{3}}$ .

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

'That, pursuant to clause 6.2(c) of the Constitution of the Company, Jon Roestenburg, being eligible and having consented to act, be elected a director of the Company."

$\Delta$ RESOLUTION 4 - ISSUE OF OPTIONS TO MR JON ROESTENBURG

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 3, for the purposes of Section 208 of the Corporations Act, Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Directors to issue 15,000,000 Options to Jon Roestenburg (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Roestenburg and any associate of Mr Roestenburg.

$5.$ RESOLUTION 5 - CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution:

'That pursuant to Section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to "Monitor Energy Ltd"."

DATED: 1 MARCH 2007

BY ORDER OF THE BOARD

Gary Steinepreis Company Secretary

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the 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.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at Level 2, 41-43 Ord Street, West Perth, Western Australia on 12 April 2007 at 9.00am (WST).

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

$\mathbf{1}$ . RESOLUTION 1 - RATIFICATION AND APPROVAL OF ISSUE AND ALLOTMENT OF SHARES

$1.1$ Backaround

Resolution 1 seeks ratification of the previous issue of 2,000,000 Shares to Zaby $LCC$ (Zabv).

$1.2$ ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification by the shareholders of the Company is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company's capacity to issue up to 15% of its issued capital, if required in the next 12 months without shareholder approval.

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars in relation to the allotment and issue of the Shares:

• the total number of Shares issued was 2,000,000 Shares: $(a)$
• $(b)$ the Shares were issued at a deemed issue price of 1.2 cents per Share being the closing Share price on the date of issue;
• $\lfloor$ C the Shares allotted and issued rank equally in all respects with the Company's existing Shares on issue:
• the Shares were issued to the Zaby pursuant to the terms of a consulting $(d)$ agreement entered into between the Company and Zaby; and
• $(e)$ no funds were raised from the issue of the Shares as the Shares were issued to Zaby pursuant to the terms of the consultancy agreement entered into between Zaby and the Company for services provided by Zaby to the Company.

$\overline{2}$ . RESOLUTION 2 - ISSUE AND ALLOTMENT OF OPTIONS TO MR NAEM

$2.1$ Background

Resolution 2 seeks approval for the issue of 6,500,000 Options to Mr Hamed Naem, the Company's Exploration Manager.

$2.2$ ASX Listing Rules

A brief summary of ASX Listing Rule 7.1 is outlined above.

One circumstance where an issue is not taken into account in the calculation of the 15% threshold is where the issue has the prior approval of shareholders in general meeting.

ASX Listing Rule 7.3 requires that the following information be disclosed to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listina Rule 7.1:

• $(a)$ the maximum number of Options to be issued by the Company pursuant to Resolution 2 is 6,500,000 Options;
• it is anticipated that the Options pursuant to Resolution 2 will be allotted $(b)$ on one date and will be issued not later than 3 months after the date of the Meeting (or such later date as permitted by ASX):
• no consideration will be payable for the Options; $\left( \subset \right)$
• $(d)$ the Options will be issued to Mr Hamed Naem, the Company's Exploration Manager or his nominee:
• the Options will be issued on the terms outlined in the table below and $(e)$ otherwise on the standard terms outlined in Annexures A-D:

no funds will be raised from the issue of the Options as the Options are $(f)$ being issued to Mr Hamed Naem pursuant to the terms of his employment agreement with the Company to provide him with an incentive in his role as Exploration Manager of the Company.

RESOLUTION 3 - ELECTION OF DIRECTOR $3.$

$3.1$ Background

Resolution 3 seeks the election of Mr Jon Roestenburg as a Director of the Company. It is intended that Mr Roestenburg will act as Managing Director of the Company.

$3.2$ Constitution

Clause 6.2(c) of the Constitution of the Company provides that the Company in general meeting may by ordinary resolution appoint any person as a Director. Mr Roestenburg has given his consent to act as a Director.

$3.3$ Professional Background

Mr Roestenburg is an experienced petroleum industry professional, having graduated in geology from Curtin University and begun work in 1976 as an exploration geologist. In 1984 he joined Schlumberger, and in 1988-95 he was a Chief Geologist with Schlumberger, covering South East Asia and China. He subsequently held senior exploration positions with Ampolex and Mobil, before becoming Managing Director of Geotransformations Pty Ltd. In this capacity he managed numerous geoscience consulting contracts with oil companies such as Murphy Oil, ConocoPhillips, OMV Australia, Daewoo International and Cairn Energy. In 2005 Mr Roestenburg completed a Master's degree in Leadership Management at the Curtin Graduate School of Business.

$\boldsymbol{4}$ . RESOLUTION 4 - ISSUE OF OPTIONS TO MR JON ROESTENBURG

$4.1$ Backaround

Resolution 4 seeks the approval of Shareholders, subject to the passing of Resolution 3, for the issue of 15,000,000 Options to Mr Jon Roestenburg as follows:

• $(a)$ 2,500,000 Options vesting on the date of issue with an exercise price of 2 cents each expiring on or before 31 December 2009;
• $(b)$ 2,500,000 Options vesting on the date of issue with an exercise price of 3.5 cents each expiring on or before 31 December 2009;
• 5,000,000 Options vesting on the first anniversary of the date of his $\lfloor$ C Executive Services Agreement with an exercise price of 5 cents each expiring on or before 31 December 2010: and
• $(d)$ 5,000,000 Options vesting on the second anniversary of the date of his Executive Services Agreement with an exercise price of 7.5 cents each expiring on or before 31 December 2011.

Assuming that Resolution 3 is passed, approval is being sought to grant Options to Mr Roestenburg to secure the ongoing commitment of Mr Roestenburg to the continued growth of the Company.

The above approvals are sought for the purposes of:

• $(a)$ Chapter 2E of the Corporations Act 2001, which governs the giving of financial benefits to directors and other "related parties" of a company: and
• $(b)$ ASX Listing Rule 10,11 which provides that, subject to certain exceptions, a company listed on ASX cannot issue or grant securities to a director without shareholder approval.

The Board considers that in view of the financial, leagl and other responsibilities assumed by directors of public companies, the payment of monetary fees alone is not an adequate reward and does not provide an adequate incentive to enable the Company to attract and keep board members and executive directors of the requisite level of experience and auglifications. The Board considers that equity participation by way of the grant of options to members of the Board is appropriate for these purposes. In addition, the Board considers that the issuing of Options will contribute to the preservation of the Company's cash reserves.

The number of Options being granted to Mr Roestenburg is in accordance with the Executive Service Agreement proposed to be entered into between the Company and Mr Roestenburg assuming the passing of Resolution 3. In determining this number of Options, consideration was given to the relevant experience and role of Mr Roestenburg, his overall remuneration terms, the current market price of Shares and the terms of options packages aranted to directors of other companies within the mining sector.

$4.2$ Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A "financial benefit" is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purposes of this meeting, a "related party" includes a director of the Company. Accordingly, subject to the approval of Resolution 3, the proposed grant of Options to Mr Roestenburg involves the provision of a financial benefit to a related party of the Company.

Where no exception is applicable (as is the case in these circumstances), Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• $(a)$ obtain the approval of members in the way set out in Sections 217 to 227 of the Corporations Act: and
• $(b)$ give the benefit within 15 months after the approval is obtained.

In accordance with the requirements of Sections 217 to 227 of the Corporations Act, the following information is provided to allow Shareholders to assess the proposed arant of the Options to Mr Roestenburg:

• $(a)$ the related party to whom the financial benefit will be given is Mr Jon Roestenburg or his nominee;
• $(b)$ the maximum number of Options (being the nature of the financial benefit being provided) to be granted to Mr Roestenburg is 15,000,000 Options;
• $\left( c\right)$ the Options will be granted for no consideration as outlined in the table below and otherwise on the terms and conditions set out in Annexures $A-D$ :

• $(d)$ as at the date of this notice the Company will pay to Mr Roestenburg for his services a salary of \$132,000 per year (Salary), based on him working three days per week, exclusive of superannuation of 9%. In the event that Mr Roestenburg works more than three days in any one week the Company will pay him \$1,250 for each additional day worked in that week. In the event that Mr Roestenburg is appointed full time to the position of Managing Director of the Company the Salary will increase to \$220,000 per year, exclusive of superannuation of 9%. The remuneration paid to Geotransformations Pty Ltd, a company which has contracted Mr Roestenburg to the Company, over the last 12 months to the date of issue of this Notice is \$49,375.
• $(e)$ Mr Roestenburg currently has an interest in the following Securities in the Company:

• $\left( c\right)$ if Shareholders approve the grant of Options to Mr Roestenburg and all of the Options are exercised, the effect will be to dilute the shareholding of existing Shareholders by approximately 2.5% (based on the number of Shares currently on issue and assuming no other Options are exercised);
• $(d)$ the market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at the time any of the Options are exercised, the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company. In the 12 months before the date of this Notice, the highest, lowest and last trading price of Shares on ASX are as set out below:

the ASIC in reviewing documents lodged under Section 218 of the $(f)$ Corporations Act relating to the giving of financial benefits to related

parties of public companies requires explanatory information regarding the value of the options proposed to be granted. The value of the Options and the pricing methodology is set out in Section 4.3 below;

$(a)$ Mr Roestenburg declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution. The independent Directors recommend that Shareholders vote in favour of Resolution 4 as they are of the view that the issue of Options to Mr Roestenburg is an appropriate form of remuneration to provide him with an incentive to maximise returns to Shareholders in his capacity as the Managing Director of the Company. The Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

$4.3$ Valuation of Options

The Options have been valued by internal management using the Black Scholes pricing model and based upon the following assumptions:

• $(a)$ the valuation date for the Options is 1 March 2007, although the Options will not be granted until the Company has approved the grant of the Options:
• $(b)$ the market price of a fully paid Share as guoted on ASX as at 14 February 2007 was 1.3 cents;
• $\left( c\right)$ the exercise price of the Options and the expiry date of the Options is set out in Section 4.2(c) above;
• $(d)$ a risk free rate of 5.75% (being the average 3 year government bond rate over the past 12 months);
• $(e)$ a volatility rate of 50% has been applied after considering the industry volatility for the past six months on a daily basis;
• $(f)$ the Options will not be listed on ASX; and
• the valuation ranges noted below are not necessarily the market price $(a)$ that Options could be traded at and it is not automatically the market prices for taxation purposes.

Based on the above assumptions, the technical range of values of each Option to be granted to Mr Roestenburg are as follows:

4.4 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities fincluding an option) to a related party of the company.

If Resolution 4 is passed. Options will be issued to Mr Jon Roestenburg who is a related party of the Company by virtue of his being a Director (assuming the passing of Resolution 31. Accordinaly, approval for the issue of the Options is required pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listina Rule 7.1 is not reaulred in order to issue the Options as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of Options will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 2 and 3:

• $(a)$ the maximum number of Options to be issued is 15,000,000 Options:
• $(b)$ the Options will be issued not later than one month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date:
• the Options will be issued for no consideration; $\left( c\right)$
• $(d)$ the Options will be granted as outlined in the table below and otherwise on the terms and conditions set out in Annexures A-D:

$(e)$ no funds will be raised from the issue of the Options as the Director Options are being issued pursuant to the terms of Agreement entered into between the Company and Mr Roestenburg as a part of his overall remuneration package assuming the passing of Resolution 3.

$5.$ RESOLUTION 5 - CHANGE OF COMPANY NAME

$5.1$ Background

Resolution 5 seeks approval from Shareholders for a change in the Company name from Monitor Holdings Ltd to 'Monitor Energy Ltd'.

Resolution 5 is a special resolution and therefore requires 75% of the votes cast on the Resolution to be cast in favour before the Resolution can be passed.

The Directors believe that this new name more accurately reflects the operations of the Company in the petroleum industry in the Kyrgyz Republic.

GLOSSARY

ASIC means Australian Securities and Investments Commission.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

ASX means ASX Ltd.

Company and Monitor means Monitor Holdings Ltd (ABN 25 009 121 644).

Corporations Act or Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum to the Notice.

General Meeting means the meeting convened by the Notice.

Notice means the notice of meeting which forms part of this Explanatory Memorandum.

Option means an option to acquire a Share on the terms set out in this Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means Western Standard Time, Perth, Western Australia.

ANNEXURE A

Terms and Conditions of Class A Options

• $\alpha$ the exercise price of each option is 2 cents per option;
• the options will expire at 5.00pm WST on 31 December 2009 (Expiry Date): $(b)$
• the options are exercisable at any time on or prior to the Expiry Date by completing an $|C|$ completing an application for exercise of options and delivering the application together with payment for the number of shares in respect of which the options are exercised to the registered office of the Company;
• each option entitles the holder to one fully paid ordinary share in the Company; $(d)$
• $(e)$ if the Executive ceases to hold office with the Company for any reason whatsoever lexcept where such cessation occurs as a result of a change in control of the Company, with a change in control being where a Shareholder or group of associated Shareholders become entitled to sufficient Shares in the Company to give it or them the ability to replace all or a majority of the Board of the Company), the relevant outstanding options of the Executive shall be forfeited and all rights and/or benefits in relation to those options shall also be forfeited after a period of 3 months from the date of cessation of holding office, or as otherwise determined by the other Directors;
• $(f)$ all shares issued as a result of the exercise of any of these options will rank equally in all respect with previously issued shares;
• $(q)$ subject to the Corporations Act, ASX Listing Rules and the Constitution, the Executive options are transferable;
• $(h)$ within 14 days of the receipt of notice of properly executed notice of exercise and application monies the Company will issue to the option holder the number of shares specified in that notice:
• there are no participating rights or entitlements inherent in the Executive options and ${j}$ the holder will not be entitled to participate in new issues of capital offered to shareholders during the option period. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give the Executive the opportunity to exercise their Executive options prior to the date for determining entitlements to participate in any such issue:
• $\left($ il if at any time the Company makes a bonus issue of Shares then the number of Shares which must be issued on the exercise of an option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the option before the record date for the bonus issue and the Exercise Price will remain unchanaed:
• $(k)$ if the Company makes an issue of Shares pro rata to existing Shareholders the Exercise price of an option will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2:
• subject to the terms set out in clause (I), an option does not confer the right to a $\left($ l change in exercise price or change in the number of underlying shares over which the option can be exercised;
• $(m)$ the Company will not apply for quotation of options on ASX. If the Company's shares are listed, the Company will apply for quotation of all shares issued and allotted pursuant to the exercise of the options; and
• in the event of any reconstruction (including consolidation, sub-division, reduction or $(n)$ return) of the issued capital of the Company prior to the Expiry Date, all rights of an option holder are to be changed in a manner consistent with the ASX Listing Rules.

ANNEXURE B

Terms and Conditions of Class B Options

• $\alpha$ the exercise price of each option is 3.5 cents per option;
• the options will expire at 5.00pm WST on 31 December 2009 (Expiry Date): $(b)$
• the options are exercisable at any time on or prior to the Expiry Date by completing an $|C|$ completing an application for exercise of options and delivering the application together with payment for the number of shares in respect of which the options are exercised to the registered office of the Company;
• each option entitles the holder to one fully paid ordinary share in the Company; $(d)$
• $(e)$ if the Executive ceases to hold office with the Company for any reason whatsoever lexcept where such cessation occurs as a result of a change in control of the Company, with a change in control being where a Shareholder or group of associated Shareholders become entitled to sufficient Shares in the Company to give it or them the ability to replace all or a majority of the Board of the Company), the relevant outstanding options of the Executive shall be forfeited and all rights and/or benefits in relation to those options shall also be forfeited after a period of 3 months from the date of cessation of holding office, or as otherwise determined by the other Directors:
• $(f)$ all shares issued as a result of the exercise of any of these options will rank equally in all respect with previously issued shares;
• $(q)$ subject to the Corporations Act, ASX Listing Rules and the Constitution, the Executive options are transferable;
• $(h)$ within 14 days of the receipt of notice of properly executed notice of exercise and application monies the Company will issue to the option holder the number of shares specified in that notice:
• $(i)$ there are no participating rights or entitlements inherent in the Executive options and the holder will not be entitled to participate in new issues of capital offered to shareholders during the option period. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give the Executive the opportunity to exercise their Executive options prior to the date for determining entitlements to participate in any such issue:
• $\left($ il if at any time the Company makes a bonus issue of Shares then the number of Shares which must be issued on the exercise of an option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the option before the record date for the bonus issue and the Exercise Price will remain unchanaed:
• $(k)$ if the Company makes an issue of Shares pro rata to existing Shareholders the Exercise price of an option will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2:
• subject to the terms set out in clause (I), an option does not confer the right to a $\left($ l change in exercise price or change in the number of underlying shares over which the option can be exercised:
• $(m)$ the Company will not apply for quotation of options on ASX. If the Company's shares are listed, the Company will apply for quotation of all shares issued and allotted pursuant to the exercise of the options; and
• in the event of any reconstruction (including consolidation, sub-division, reduction or $(n)$ return) of the issued capital of the Company prior to the Expiry Date, all rights of an option holder are to be changed in a manner consistent with the ASX Listing Rules.

ANNEXURE C

Terms and Conditions of Class C Options

• $\alpha$ the exercise price of each option is 5 cents per option;
• the options will expire at 5.00pm WST on 31 December 2010 (Expiry Date): $(b)$
• the options are exercisable at any time on or prior to the Expiry Date by completing an $|C|$ completing an application for exercise of options and delivering the application together with payment for the number of shares in respect of which the options are exercised to the registered office of the Company;
• each option entitles the holder to one fully paid ordinary share in the Company; $(d)$
• $(e)$ if the Executive ceases to hold office with the Company for any reason whatsoever lexcept where such cessation occurs as a result of a change in control of the Company, with a change in control being where a Shareholder or group of associated Shareholders become entitled to sufficient Shares in the Company to give it or them the ability to replace all or a majority of the Board of the Company), the relevant outstanding options of the Executive shall be forfeited and all rights and/or benefits in relation to those options shall also be forfeited after a period of 3 months from the date of cessation of holding office, or as otherwise determined by the other Directors:
• $(f)$ all shares issued as a result of the exercise of any of these options will rank equally in all respect with previously issued shares;
• $(q)$ subject to the Corporations Act, ASX Listing Rules and the Constitution, the Executive options are transferable;
• $(h)$ within 14 days of the receipt of notice of properly executed notice of exercise and application monies the Company will issue to the option holder the number of shares specified in that notice:
• $(i)$ there are no participating rights or entitlements inherent in the Executive options and the holder will not be entitled to participate in new issues of capital offered to shareholders during the option period. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give the Executive the opportunity to exercise their Executive options prior to the date for determining entitlements to participate in any such issue:
• $\left($ il if at any time the Company makes a bonus issue of Shares then the number of Shares which must be issued on the exercise of an option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the option before the record date for the bonus issue and the Exercise Price will remain unchanaed:
• $(k)$ if the Company makes an issue of Shares pro rata to existing Shareholders the Exercise price of an option will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2:
• subject to the terms set out in clause (I), an option does not confer the right to a $\left($ l change in exercise price or change in the number of underlying shares over which the option can be exercised:
• $(m)$ the Company will not apply for quotation of options on ASX. If the Company's shares are listed, the Company will apply for quotation of all shares issued and allotted pursuant to the exercise of the options; and
• in the event of any reconstruction (including consolidation, sub-division, reduction or $(n)$ return) of the issued capital of the Company prior to the Expiry Date, all rights of an option holder are to be changed in a manner consistent with the ASX Listing Rules.

ANNEXURE D

Terms and Conditions of Class D Options

• $\alpha$ the exercise price of each option is 7.5 cents per option;
• the options will expire at 5.00pm WST on 31 December 2011 (Expiry Date): $(b)$
• the options are exercisable at any time on or prior to the Expiry Date by completing an $|C|$ completing an application for exercise of options and delivering the application together with payment for the number of shares in respect of which the options are exercised to the registered office of the Company;
• each option entitles the holder to one fully paid ordinary share in the Company; $(d)$
• $(e)$ if the Executive ceases to hold office with the Company for any reason whatsoever lexcept where such cessation occurs as a result of a change in control of the Company, with a change in control being where a Shareholder or group of associated Shareholders become entitled to sufficient Shares in the Company to give it or them the ability to replace all or a majority of the Board of the Company), the relevant outstanding options of the Executive shall be forfeited and all rights and/or benefits in relation to those options shall also be forfeited after a period of 3 months from the date of cessation of holding office, or as otherwise determined by the other Directors:
• $(f)$ all shares issued as a result of the exercise of any of these options will rank equally in all respect with previously issued shares;
• $(q)$ subject to the Corporations Act, ASX Listing Rules and the Constitution, the Executive options are transferable;
• $(h)$ within 14 days of the receipt of notice of properly executed notice of exercise and application monies the Company will issue to the option holder the number of shares specified in that notice:
• $(i)$ there are no participating rights or entitlements inherent in the Executive options and the holder will not be entitled to participate in new issues of capital offered to shareholders during the option period. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give the Executive the opportunity to exercise their Executive options prior to the date for determining entitlements to participate in any such issue:
• $\left($ il if at any time the Company makes a bonus issue of Shares then the number of Shares which must be issued on the exercise of an option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the option before the record date for the bonus issue and the Exercise Price will remain unchanaed:
• $(k)$ if the Company makes an issue of Shares pro rata to existing Shareholders the Exercise price of an option will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2:
• subject to the terms set out in clause (I), an option does not confer the right to a $\left($ l change in exercise price or change in the number of underlying shares over which the option can be exercised:
• $(m)$ the Company will not apply for quotation of options on ASX. If the Company's shares are listed, the Company will apply for quotation of all shares issued and allotted pursuant to the exercise of the options; and
• in the event of any reconstruction (including consolidation, sub-division, reduction or $(n)$ return) of the issued capital of the Company prior to the Expiry Date, all rights of an option holder are to be changed in a manner consistent with the ASX Listing Rules.

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APPOINTMENT OF PROXY MONITOR HOLDINGS LTD ABN 25 009 121 644

GENERAL MEETING

|--|--|

being a Member of Monitor Holdings Ltd entitled to attend and vote at the Meetina, hereby

Appoint

Name of proxy

OR

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at Level 2, 41-43 Ord Street, West Perth, on 12 April 2007 at 9.00am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

OR

In relation to Resolutions 1-5, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on this/these Resolutions, please place a mark in this box $\Box$

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on Resolutions 1-5 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of these Resolutions.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1-5 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1-5 WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

day of

mpanies (affix common seal if appropriate)

℅

ector

ector/Company Secretary

le Director and Sole Company Secretary

MONITOR HOLDINGS LTD ABN 21 009 121 644

Instructions for Completing 'Appointment of Proxy' Form

• $\mathbf{1}$ . A shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $\overline{2}$ . A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.
• $\overline{3}$ . Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
• 2 directors of the company; $\blacksquare$
• a director and a company secretary of the company; or
• for a proprietary company that has a sole director who is also the sole company secretary - that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In. particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• $\overline{4}$ . Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.