HANSEN TECHNOLOGIES LIMITED ABN 90 090 996 455

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of Hansen Technologies Limited will be held at 2 Frederick St, Doncaster, Victoria on Thursday 25 November 2010 at 11 am.

BUSINESS

Α. Accounts and reports:

To table the financial report of the Company and its controlled entities and the related reports of the Directors and Auditors for the year ended 30 June 2010 and to provide members with the opportunity to raise any issues or ask any questions generally of the Directors.

$B.$ Resolutions:

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

Adoption of Directors' Remuneration Report: $\mathbf 1$

'In accordance with the requirements of the Corporations Act, adopt the Remuneration Report for the year ended 30 June 2010 as it appears in the Directors' Report within the Annual Report 2010.'

$2.$ Re-election of Mr. Phillip James:

'That Mr. Phillip James, a Director retiring by rotation in accordance with the Company's Constitution and being eligible and having signified his candidature for Office, be and is hereby re-elected a Director of the Company.'

$3.$ Re-Election of Mr. David Osborne:

'That Mr. David Osborne, a Director retiring by rotation in accordance with the Company's Constitution and being eligible and having signified his candidature for Office, be and is hereby re-elected a Director of the Company.'

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

Amendment of the Company's Constitution 4.

'That for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Company's Constitution be amended in accordance with the proposed amendments set out in the Explanatory Notes.'

By Order of the Board

. . . . . . . . . . . . . . . . . . . . Grant Lister Company Secretary 22 October 2010

EXPLANATORY NOTES

ADOPTION OF DIRECTORS' REMUNERATION REPORT

Resolution 1

The Annual Report for the year ended 30 June 2010 contains a Remuneration Report (refer pages 12-15) which sets out the remuneration policy for the Company and reports remuneration arrangements in place for Directors and the five key management personnel.

The Corporations Act requires the agenda of an annual general meeting to include a resolution for the adoption of the Remuneration Report. The vote on the resolution is advisory only and is not binding on the Directors or the Company.

A reasonable opportunity will be allowed to the shareholders as a whole for questions and comments on the Remuneration Report.

ELECTION OF DIRECTORS

Rule 16 of the Constitution requires one third of directors (except for the Managing Director) to retire each year (by rotation).

Re-election of Mr. Phillip James Resolution 2

Mr. Phillip James retires this year in accordance with this Rule and is permitted to seek reelection. Personal particulars for Mr. Phillip James are set out in the Board of Directors information included in the Annual Report.

Re-election of Mr. David Osborne Resolution 3

Mr. David Osborne retires this year in accordance with this Rule and is permitted to seek re-election. Personal particulars for Mr. David Osborne are set out in the Board of Directors information included in the Annual Report.

AMENDMENT TO COMPANY'S CONSTITUTION Resolution 4

$1¹$ Background

The Corporations Amendment (Corporations Reporting Reform) Act 2010 (Cth) received Royal Assent on 28 June 2010. This legislation amended provisions of the Corporations Act 2001 (Cth) ('Corporations Act') dealing with the payment of dividends to Shareholders.

Prior to this reform, section 254T of the Corporations Act restricted the circumstances which dividends could be paid to in Shareholders, as dividends could 'only be paid out of profits of the Company.'

The amended section 254T provides that a company can pay dividends out of sources other than profits if:

• $(i)$ the Company's assets exceed its liabilities immediately before the dividend is declared, and the excess will cover the dividend payments:
• $(ii)$ the payment of a dividend is fair and reasonable to the Company's Shareholders as a whole; and
• $(iii)$ the payment of a dividend does not materially prejudice the Company's ability to pay its creditors.

The Company's assets and liabilities at the relevant time are calculated in accordance with accounting standards in force at that time.

The Company wishes to amend its Constitution accordingly.

1. Proposed changes

The proposed changes to the Constitution are as follows:

(a) The first sentence of Rule 23.1 shall be deleted and replaced with: 'The Board may from time to time determine that a dividend is payable to the shareholders out of profits of the Company or as otherwise permitted by law.'

(b) Rule 23.5 shall be deleted and replaced with the following:

$"23.5"$ No interest on Dividends The Company is not required to pay any interest on a dividend."

Implications for the Company $3₁$

The effect of the legislative reforms is that a company can now pay dividends out of funds other than profits. A company that has made a profit but is deficient in assets cannot pay a dividend, and vice versa.

The current rule 23.1 of the Constitution restricts the payment of dividends to being made out of profits. Without amending this restriction, should the Company wish to pay a dividend at any point in the future, it must both satisfy the new solvency-based test as well as have profits from which the dividend can be paid. Shareholder approval of the proposed Resolution will permit the Company to pay a dividend that is funded from sources other than profits, and in circumstances in which it would previously have been prohibited from paying a dividend. The proposed Resolution will give the Directors greater flexibility to determine and pay dividends, to the benefit of Shareholders.

Rule 23.5 has been rewritten to retain the statement that the Company is not required to pay interest on any dividend declared, and to remove excess words that related to dividends only being able to be paid out of profits.

GENERAL NOTES

Entitlement to Vote

The Company has determined in accordance with Part 7.11 of the Corporations Regulations that for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded in the Company's register as at 7pm AEST, Tuesday 23 November 2010.

Corporate Representatives

For a corporate representative to vote, they will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act.

Voting

On a show of hands, every member present in person or by Proxy or by attorney or, in the case of a corporation, by a duly appointed representative, shall have one vote and on a poll one vote for every share held provided that if a member appoints two proxies or two attorneys, neither proxy or attorney shall be entitled to vote on a show of hands.

Proxies

A member entitled to attend and vote at the Annual General Meeting may appoint one or two persons to attend and vote at the meeting as the member's proxy. If you wish to appoint a second proxy you will need to complete a second form. Link Market Services will provide additional proxy forms upon request.

A Proxy need not be a member. If two proxies are appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. If the vote split is not specified, it is deemed to be equally divided between the two proxies.

The Proxy Form must be deposited at the Share Registry of the Company, Link Market Services, located at Level 1, 333 Collins Street, Melbourne, or by facsimile to Link Market Services on (02) 9287 0309, by no later than 11 am AEST, Tuesday 23 November 2010. The Proxy Form must be signed by the member or an attorney duly authorised in writing. If the member is a company, the form must be executed under seal of the company or by its duly authorised officer or attorney. Where two or more persons are registered as members, each person must sign the Proxy Form.