EZENET LIMITED

ABN 84 083 646 477

NOTICE OF GENERAL MEETING

FORM OF PROXY

AND

EXPLANATORY MEMORANDUM

AND

INDEPENDENT EXPERT REPORT

Date of Meeting Friday, 24 November 2006

Time of Meeting 3.30 pm

Place of Meeting

City West Function Centre "The Sutherland Room" 45 Plaistowe Mews West Perth, Western Australia

Important Notice

The opinion of the independent expert is that:

• (a) the proposed transaction relating to the listed Options in the Company is neither fair nor reasonable and;
• (b) the proposed transaction relating to the unlisted 20¢ Options in the Company may be reasonable but may not necessarily be fair.

CORPORATE DIRECTORY

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of shareholders of Ezenet Limited will be held on Friday, 24 November 2006 at 3.30 pm at the conclusion of the Annual General Meeting, at City West Function Centre, 45 Plaistowe Mews, West Perth, Western Australia.

The following resolutions are to be considered at the meeting and Resolutions 1 to 4 inclusive are discussed in the Explanatory Memorandum to shareholders which forms part of this notice.

$\ddagger$ . CANCELLATION OF OPTIONS

As ordinary resolutions:

• For the purposes of Rule 6.23.2 of the Listing Rules and for all other purposes, shareholders $1.1$ approve the cancellation of up to thirty three million five hundred and ninety five thousand and seventy eight (33.595.078) Listed Options in the Company in consideration for the issue to optionholders of one (1) Share for every four (4) Listed Options cancelled and otherwise on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.
• $1.2$ Subject to the passing of resolution 1.1 and for the purposes of Rule 6.23.2 of the Listing Rules and for all other purposes, shareholders approve the cancellation of up to fifteen million five hundred thousand (15,500,000) twenty cent (20¢) Options in the Company in consideration for the issue to optionholders of one (1) Share for every four (4) twenty cent (20¢) Options cancelled and otherwise on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.
• $2.$ APPROVAL TO THE ISSUE OF SHARES FOR CANCELLATION OF OPTIONS As ordinary resolutions:
• $2.1$ Subject to the passing of resolutions 1.1 and 1.2 and for the purposes of Rules 7.1, 10.1 and 10.11 of the Listing Rules and for all other purposes the Company and the Directors are authorised to issue and allot up to a maximum of eight million three hundred and ninety eight thousand and seven hundred and seventy (8,398,770) fully paid ordinary Shares in the Company in consideration for the consideration of the Options referred to in Resolution 1.1 and otherwise on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.
• $2.2$ Subject to the passing of resolutions 1.1, 1.2 and 2.1 and for the purposes of Rules 7.1, 10.1 and 10.11 of the Listing Rules and for all other purposes the Company and the Directors are authorised to issue and allot up to a maximum of three million eight hundred and seventy five thousand (3.875.000) fully paid ordinary Shares in the Company in consideration for the consideration of the Options referred to in Resolution 1.2 and otherwise on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.

З. APPROVAL TO ISSUE OF EXECUTIVE SHARES As an ordinary resolution:

$3.1$ Subject to the passing of resolutions 1.1 1.2 and 2.1 and for the purposes of Rule 10.11 of the Listing Rules and Part 2E of the Corporations Act 2001 and for all other purposes. shareholders approve the allotment and issue for no consideration to Mr Richard Burt or his nominee up to five hundred thousand (500,000) fully paid ordinary Shares in the capital of the Company in lieu of the two million (2,000,000) executive Options approved by Shareholders on 27 June 2006 such issue to be made no later than one (1) month after the date of the resolution.

Dated at Perth this October 2006

By order of the Board of Directors

Simon Watson Company Secretary

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the General Meeting. Shares will be taken to be held by the persons who are registered as holding the Shares at 3.30pm WST on Wednesday 22 November 2006. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting Restrictions

Voting restrictions apply to all resolutions.

The Company will disregard any votes cast on resolutions by:

• $(a)$ Dr Wolf Martinick in relation to resolutions 1.1, 1.2 and 2.1;
• $(b)$ Mr Ross O'Dea in relation to resolutions 1.1, and 2.1:
• Mr Richard Burt in relation to resolution 3.1; $(c)$
• Mr David Ward in relation to resolutions 1.1, 1.2 and 2.1; $(d)$
• in relation to resolutions 21.1, 1.2, 2.1 and 2.2 any person who holds an Option that is the $(e)$ subject of the approval;
• $(f)$ any person who may participate in a proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder:
• a party who is to receive the securities; or $(q)$
• $(h)$ an associate of any such person.

However 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 $(a)$ directions on the proxy form; or
• $(b)$ It is cast by the person chairing the meeting as a proxy for the person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Proxies

A form of proxy with related information and instructions accompanies this Notice of Meeting.

EXPLANATORY MEMORANDUM

$\mathbf{1}$ . INTRODUCTION AND BACKGROUND

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of General Meeting of Ezenet Limited.

Shareholders at the General Meeting will be asked to consider resolutions to:

• to approve the cancellation of Options in consideration for the issue of Shares which $(a)$ is proposed to be made to Optionholders pursuant to an offer (Resolutions 1.1 and $1.2$ :
• approval for the issue of Shares to facilitate the cancellation of Options (Resolution $(b)$ $2.1$ :
• approval for the issue of executive Shares to replace the Options previously $(c)$ approved by shareholders.

This Explanatory Statement has been prepared for the information of shareholders in relation to the business to be conducted at the Company's General Meeting to be held at City West Function Centre, 45 Plaistowe Mews, West Perth, Western Australia on Friday, 24 November, 2006 commencing at 3.30 pm.

The purpose of this Explanatory Statement is to provide shareholders with information that is reasonably required by shareholders to decide how to vote upon the resolutions.

The Directors recommend that shareholders read this Explanatory Statement before determining whether to support the resolution or otherwise.

$2.$ RESOLUTIONS 1.1 AND 1.2 - CANCELLATION OF OPTIONS IN EXCHANGE FOR SHARES

Background

The two Resolutions seek shareholders approval to the cancellation of Options in consideration for the issue of Shares. Four separate resolutions are required, firstly for the cancellation of the Options and then secondly for the approval to issue Shares if Optionholders accept the offer of the Company to cancel their respective Options.

ASX Listing Rule 6.23

ASX Listing Rule 6.23 provides that options in a company listed on ASX can be cancelled for consideration only if a majority of shareholders at general meeting approve the cancellation. If Resolutions 1.1 and 1.2 are passed, the Company will be authorised to cancel up to a maximum of forty nine million and ninety five thousand and seventy eight (49,095,078) Options in consideration for the issue of one (1) Share for each four (4) Options held by Optionholders at the Record Date the cancellation of which has been accepted by the relevant Optionholder. The final number of Options to be cancelled will be determined by the level of acceptance of Optionholders to the offer of cancellation. The cancellation will be done pursuant to an offer to be made to Optionholders under a prospectus which will be issued by the Company. There will be no compulsion on Optionholders accept the cancellation, either in whole or in part.

The offer relates to Listed Options and twenty cent (20¢) Options not the other class of unlisted Options.

Further Information

The Directors have resolved to make a proposed offer to be made to Optionholders to exchange Options held in Ezenet for Shares in Ezenet. The essence of the proposal is:-

subject to shareholders approval the company would offer one (1) Share in (a) exchange for every four (4) Options held by Optionholders at the appropriate Record Date:

• Optionholders would be able to choose whether to accept the offer for all or part of $(b)$ their Options:
• the Record Date to decide entitlements to the offer would be seven (7) business $(c)$ days after the shareholders' meeting called to approve the exchange of Options for Shares. The Record Date accords with the requirements of Listing Rule 7.15 which provides that if a Company must get the approval of shareholders to make an offer or issue, then the Record Date to decide appropriate entitlements must be at least seven (7) business days after the date of the meeting;
• $(d)$ if shareholders were to approve the exchange of Options for Shares, the offer to Optionholders would be made pursuant to a prospectus which would be issued by the Company.

As at the date of this Notice the Company has on issue seventy million seven hundred and forty two thousand seven hundred and seventeen (70,742,717) Shares and thirty three million five hundred and ninety five thousand and seventy eight (33,595,078) Listed Options which are listed on the ASX, fifteen million five hundred thousand (15,500,000) unlisted twenty cent (20¢) Options.

The offer to exchange Options for Shares is designed to improve the capital structure of the Company and remove an extremely large "option overhang" on the market. The Directors have been advised by a number of stockbrokers and others familiar with the capital markets that the high number of Options on issue in the Company relative to the issued Shares most probably act as a deterrent to a stronger share price. The logic is that if people are to buy Shares and those Shares suddenly improve in value, their's and the overall shareholding of other shareholders would be diluted by the conversion of Options. Whilst the conversion of Options would bring capital into the Company the overhang does represent difficulties in achieving a stronger share price.

While the conversion of Options to Shares may result in a dilution to shareholders in the short term, the Directors are firmly of the view that a more attractive capital structure would benefit Shareholders in the medium to long term and will greatly assist the Company in future partnering and capital related events.

It is unusual for a Company listed on ASX to have such high number of listed and unlisted Options relative to the number of Shares on issues.

The maximum number of Shares that could be issued if all Optionholders accepted the offer for all their Options held by them, is twelve million two hundred and seventy three thousand and seven hundred and seventy (12,273,770).

Optionholders will have the right to accept the offer to exchange their Options for Shares in whole or in part Set out below is the number of Shares that would be issued by the Company if the proposal is approved by shareholders and a certain percentage is accepted:-

The average price for Ezenet Shares for the last 3 months from 1 July 2006 to 1 October 2006 had been approximately fourteen cents $(14¢)$ whereas for the Listed Options it had been approximately three cents $(3¢)$ . The last sale and bid prices respectively for the Shares and Listed Options prior to 11 October 2006 was Shares - sixteen cents (16¢) sale and fifteen cents (15¢) bid and Listed Options – four cents (4¢) sale and two point six cents $(2.6¢)$ bid.

In determining the ratio of Options for Shares, the Directors, in the interests of the Company, were keen to ensure that as many optionholders as possible accepted the offer so that the objective of substantially improving the capital structure of the Company could be achieved. It is for this reason that the offer is pitched slightly more favourable to optionholders than based on the valuation of the Options under the Black and Scholes Option Pricing Model as at 3 October 2006.

Notwithstanding this, the Directors consider the Company should be prepared to offer these more favourable terms to ensure, in the interests of the Company and its shareholders, that the objective of improving the capital structure and removing the option overhang is achieved. All of the Directors of the Company have advised that they intend to accept the offer in relation to all of the Options held by the Directors and their related parties.

The highest and lowest trading prices for Share and Listed Options in the 3 month period immediately preceding the Notice of Meeting period were:-

For the purpose of the Listing Rules the following further information is provided in relation to Resolution 2:-

• $(a)$ the maximum number of Shares that could be issued if all optionholders accepted the offer for all their Options is twelve million two hundred and seventy three thousand and seven hundred and seventy (12,273,770). This is based on the formula of one (1) Share for each four (4) Options, the cancellation of which has been accepted by the relevant optionholder. Above in this Explanatory Memorandum is a table setting out the number of Shares that would be issued based on percentage takeup by optionholder from zero percent (0%) through to one hundred percent (100%). Fractions will be rounded to the nearest whole number;
• the Shares on cancellation of Options will be issued to any Directors participating no $(b)$ later than one (1) month after the date of the Meeting and otherwise no later than three (3) months after the date of the Meeting:
• $(c)$ the allottees of the Shares. The names of the allottees are not presently known;
• $(d)$ the Shares to be issued on cancellation of the Options will rank equally from the date of the issue with all existing Shares in the Company;
• no funds will be raised from the conversion. $(e)$

ASX Listing Rule 7.1 requires that the Company obtain shareholder approval prior to the issue of the Options as their grant combined with the Shares proposed to be issued under the other resolutions may represent more than fifteen percent (15%) of the issued capital of the Company.

ASX Listing Rule 10.1 requires that the Company must not acquire a substantial asset from or dispose of a substantial asset to a Director or a substantial shareholder in the Company without Shareholder approval. Listing 10.1 may apply in the event that a Director or a substantial Shareholder accepts the offer and the number of Shares issued to the Director or substantial Shareholder exceeds in value five percent (5%) or more of the equity interests of the Company as set out in the last published accounts of the Company. The company is seeking shareholder approval under Listing Rule 10.1 in these circumstances. To assist Shareholders in making a decision the Company commissioned the report by Mr

John Van Dieren of Stanton Partners Corporate Pty Ltd and a copy of the report is enclosed and forms part of this Notice of Meeting. It is the opinion of the independent expert that:-

• the proposed transaction is outlined in Resolutions 1.1 and 2.1 relating to listed $(a)$ Options is neither fair nor reasonable to the Shareholders and the Company as a whole; and
• the proposed transaction relating to unlisted 20¢ Options as outlined in Resolution 1.2 $(b)$ and 2.2 may not necessarily be fair but on balance may be considered reasonable to the Shareholders of the Company entitled to vote.

ASX Listing Rule 10.11 provides that a Company must not issue securities (which include the options) to a director without shareholder approval. Each of the directors holds Options in the Compant and resolution 2 seeks approval under Listing Rule 10.11 and accordingly approval is not required under Listing Rule 7.1.

ASX Listing Rule 10.13 requires information to be disclosed for shareholders to approve an issue of securities under ASX Listing Rule 10.11.

The following information relating to resolution 2.1 is provided to satisfy the requirements of ASX Listing Rule 10.13:-

• The maximum number of Shares the Company will issue to directors or their $(a)$ associates is approximately four million four hundred and fifty seven thousand seven hundred and nine (4,457,709) depending on the effect of rounding;
• The issue of the Shares will take place as soon as possible and at the same time as $(b)$ the Shares are issued to other optionholders who accept the offer and it is anticipated that the issue will occur on one date:
• the present holdings by each of the directors of Options in the Company comprise:- $\left( c\right)$

• Each of the Directors, or their respective nominee who accept the offer will be $(d)$ issued Shares in exchange at the same ratio as offered to other optionholders;
• The Shares will rank equally with existing ordinary fully paid Shares; $(e)$
• No funds will be raised from the issue of the Shares. $(f)$

3. TERMS AND CONDITIONS OF OPTIONS

Each Option entitles the option holder to acquire one (1) fully paid ordinary Share in the capital of the Company on the following terms and conditions:-

• The Option expires at 5,00pm on 30 June 2007 or 30 June 2010 as the case may $\mathbf{1}$ . he.
• $2.$ The Option may be transferred at any time before the Expiry Date.
• If the Option holder holds more than 1 Option, all or any of the Options may be 3. exercised in whole or in part from time to time by notice in writing to the Company received before the Expiry Date.
• 1. The exercise price for the Option is fifteen cents $(15¢)$ or twenty cents $(20¢)$ as the case may be.
• 1. The Shares issued upon exercise of the Options:

• will rank equally with existing ordinary fully paid Shares; and $(a)$

• 1. There is no inherent right in the Option to participate in any new issue of securities which may be offered to shareholders of the Company from time to time before the exercise of the Option.
• $7₁$ The Company will notify option holders of the proposed issue at least seven (7) business days before the books closing date. This will give the option holders an opportunity to exercise their Options before the book's closing date of any such new issue.
• 1. In the event of any re-organisation of the capital of the Company, the number of Options or the exercise price of the Option or both shall be reorganised in accordance with the Listing Rules.

ISSUE OF OPTIONS TO EXECUTIVES 4.

• $4.1$ Mr. Richard Burt is a full-time employee of the Company.
• $4.2$ ASX Listing Rule 10.11 provides that a Company must not issue securities (which include options) to a Director without shareholder approval. Mr. Burt is a Director of the Company. Resolution 2 seeks approval under Listing Rule 10.11 and accordingly approval is not required under Listing Rule 7.1. As set out below it is proposed that the Shares will be issued within one (1) month after date of the Resolution.
• $4.3$ The Shares to be granted to Mr. Richard Burt, a Director of the Company, form part of the remuneration arrangements with Mr. Burt.

The Shares in the class proposed to be issued to Mr. Richard Burt are currently listed on the ASX. The highest and lowest prices of Shares recorded on the ASX during the twelve (12) months immediately preceding the Lodgement Date of this Notice of Meeting were:-

• $(a)$ Highest Price - \$0.19 on 7 August 2006;
• $(b)$ Lowest Price - \$0.10 on 7 April 2006;

Section 208 of the Corporations Act requires a public Company giving a financial benefit (such as the issue of shares) to a related party (such as a Director must obtain shareholders approval to permit the benefit to be given. Section 211 of the Corporations Act provides that a public Company may give a financial benefit to a related party without shareholders approval if the benefit is remuneration as an officer or employee and the remuneration is reasonable in the circumstances. The members of the Board other than Mr. Richard Burt consider that the Shares to be issued to Mr. Richard Burt are reasonable and appropriate in the circumstances.

$4.4$ On 27 June 2006 Shareholders approved the issue of two million (2,000,000) Executive Options to Mr. Richard Burt for the purposes of providing a means by which Mr. Burt can share in the growth of the Company and accordingly strengthening his commitment to the Company and its operations. Following shareholders approval. Directors resolved to proceed with the restructuring of the Options the subject of the Resolutions contained in the accompanying Notice of General Meeting. To eliminate the need to issue the Options and then proceed with the cancellation as contemplated by the Meeting, the Directors considered it was appropriate to seek shareholders approval to issue the Shares which would have issued in the event that the Options proposed to be issued to Mr Burt were cancelled. This Resolution therefore, is to replace on identical terms, the authority given by shareholders on 27 June.

5. RECOMMENDATION AND CONCLUSION

Other than those resolutions where a director is personally interested and must abstain from voting or making a recommendation, each of the directors of the company is of the opinion that the resolutions to be considered at the meeting are in the best interests of shareholders of the company and recommends that shareholders of the company vote in favour of all resolutions.

6. ACTION TO BE TAKEN BY SHAREHOLDERS

Attached to the Notice of General Meeting is a Proxy form for use by shareholders. All shareholders are encouraged to attend the meeting, or alternatively, to complete, sign and return the attached Proxy form.

If any shareholder requires copies of the Notice and Explanatory Memorandum, they should contact the company at its management office:-

2 Bulimba Road NEDLANDS WA 6009 Telephone No. (08) 9389 9345 Facsimile No. (08) 9389 9749

7. GLOSSARY

In the Notice of Meeting and this Explanatory Memorandum:-

• "ASIC" means Australian Securities & Investments Commission. $(a)$
• "ASX" means Australian Stock Exchange Limited. $(b)$
• $(c)$ "Ezenet" and "Company" means Ezenet Limited (ABN 84 083 646 477).
• $(d)$ "Listing Rules" means the Listing Rules of the ASX.
• "Share" means an ordinary fully paid ordinary share in the capital of the Company. $(e)$
• $(f)$ "Listed Options" means options to acquire Shares in the Company exercisable at fifteen cents (15¢) at any time on or before 30 June 2007.
• "Option" means an option to acquire Shares in the Company. $\left( q\right)$
• "Optionholder" means a person registered in the register of the Company as the $(h)$ holder of an Option as at the Record Date.
• "Twenty cent (20¢) Options" means options to acquire Shares in the Company $\left($ i) exercisable at twenty cents (20¢) at any time on or before 30 June 2010.

Ezenet Limited

Proxy Form

How to complete this Proxy Form

$\ddagger$ Your Name and Address

Please print your name and address as it appears on your holding statement and the company's share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company.

$\overline{3}$ Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company on (08) 9389 9345 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

6 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. Ie, no later than 3.30pm WST on 22 November, 2006. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company's registered office at 2 Bulimba Road, Nedlands, WA, 6009 or sent by facsimile to the registered office on (08) 9389 9749.

STANTON PARTNERS CORPORATE PTY LTD

A.C.N 063 036 331 1 HAVELOCK STREET WEST PERTH 6005 WESTERN AUSTRALIA

TELEPHONE: (08) 9481 3188 FACSIMILE: (08) 9321 1204

e-mail: [email protected]

5 October 2006

The Directors Ezenet Limited 2 Bulimba Road NEDLANDS WA 6009

Dear Sirs

RF. PROPOSAL TO CANCEL SHARE OPTIONS AND ISSUE NEW ORDINARY SHARES AS CONSIDERATION. THE ISSUE OF NEW ORDINARY SHARES REOUIRES AUSTRALIAN STOCK EXCHANGE ("ASX") APPROVAL LISING RULE 10.1 AND 10.11 IN RELATION TO NEW ORDINARY SHARES ISSUED TO DIRECTORS THAT ARE DEEMED RELATED PARTIES

$\mathbf{1}$ . Introduction

• Ezenet Limited ("Ezenet" or "the Company") is proposing to seek shareholders $1.1$ approval to cancel certain share options and issue new ordinary shares as a replacement for cancellation of the share options. Presently, there are 33,595,078 listed share options exercisable at 15 cents each, on or before 30 June 2007 ("Listed Options") and 15,500,000 unlisted share options exercisable at 20 cents each, on or before 30 June 2010 ("Unlisted Options"). It is proposed as noted in Resolutions 1.1 1.2, 2.1 and 2.2 to the Notice of Meeting of Shareholders ("Notice") for Ezenet to cancel the Listed and Unlisted Share Options and offer as consideration one (1) new ordinary share in Ezenet for every four (4) Listed Options and Unlisted Options cancelled. Resolution 1.1 seeks approval for the cancellation of the Listed Options, resolution 1.2 relates to the cancellation of the Unlisted Options, resolution 2.1 relates to the issue of new ordinary shares as consideration for the cancellation of the Listed Options and resolution 2.2 relates to the issue of new ordinary shares as consideration for the cancellation of the Unlisted Options.

• $1.2$ If the shareholders approve the proposals a total of approximately 12,273,770 new ordinary shares will be issued (8,398,770 shares as consideration for the cancellation of the Listed Options and 3,875,000 shares as consideration for the cancellation of the Unlisted Options) and all Listed Options and Unlisted Options will be cancelled.

• $1.3$ You have requested Stanton Partners Corporate Pty Ltd to prepare an Independent Expert's Report and comment on whether the proposed cancellation of Listed Options and Unlisted Options and offering as consideration 1 new share for every 4 Listed Options and Unlisted Option cancelled is fair and reasonable to the shareholders of Ezenet. Although four separate resolutions, we have considered the cancellation of all Listed Options and Unlisted Options and the issue of new ordinary shares as consideration as a package. The Notice of Meeting and Explanatory Statement to Shareholders ("the Notice") describes the four resolution proposals as "The Transactions". As some of the new ordinary shares to be issued on cancellation of the Listed Options and Unlisted Options are to be issued to a Director that control more than 5% of the issued capital of the Company under ASX Listing Rule 10.1 and 10.11 approval is required from shareholders (not associated with the relevant Director) to vote on the proposal to issue shares to such Directors and an Independent Expert's Report should be obtained to comment on whether it is fair and reasonable to issue shares to the related party Directors. As noted in the Notice Dr Wolf Martinick ("Martinick") is a Director and substantial shareholder in Ezenet and thus is deemed a related party under ASX Listing Rule 10.1. This report also comments on the issue of shares to such deemed related party. Other Directors of the Company are also Listed Option Holders and/or Unlisted Option Holders but are not substantial shareholders of Ezenet. We note that such other Directors (as well as Martinick) will receive new ordinary shares in Ezenet in the same proportion as all other Listed Options Holders and Unlisted Option Holders.

• $1.4$ We have had regard to the ASIC definitions of fair and reasonable as outlined in Police Statement 75 in the context of a takeover bid for a company. An offer is 'fair' if the value of the consideration being offered is equal to or greater than the value of the subject of the offer, and an offer is 'reasonable' if it is fair, or where it is not fair, it may still be reasonable after considering other significant factors which support the acceptance of the offer in the absence of a higher bid. Policy Release 75 also sets out certain matters that an expert might consider whether shareholders should accept the offer. These include:
• The offerer's pre-existing entitlement to shares in the target company; $\blacksquare$
• The liquidity of the market in the target company's shares;
• Taxation losses, cash flow or other benefits through achieving 100% ownership of the target company;
• Any special value of the company to the offerer; and
• The likelihood that an alternative offer might be made.
• $1.5$ Thus, we have considered the advantages and disadvantages to:
• The shareholders as a group in regard to resolutions 1.1, 1.2, 2.1 and 2.2 (offer $\blacksquare$ to cancel Listed and Unlisted Options and issue new ordinary shares as consideration);
• The shareholders not associated with the deemed related Directors; and
• The Company as a whole.

$\overline{2}$ . Sources of Information

• $2.1$ In making our assessment as to whether the proposals in resolutions 1.1, 1.2, 2.1 and 2.2 are fair and reasonable to all shareholders and the Company, we have reviewed relevant published available information and other unpublished information of the Company and its subsidiaries that is relevant to the current circumstances. In addition, we have held discussions with the management of Ezenet about the present and future operations of the Ezenet Group. Statements and opinions contained in this report are given in good faith but in the preparation of this report, we have relied in part on the information provided by the directors and management of Ezenet.
• $2.2$ Information we have received includes, but is not limited to:
• Draft Notice of Meeting of Shareholders of Ezenet and draft Explanatory $\blacksquare$ Statement to Shareholders prepared in September and October 2006;
• Discussions with directors, management and solicitors of Ezenet;
• Shareholding details of Ezenet as at 30 September 2006;
• Annual Reports for Ezenet for the year ended 30 June 2006; $\blacksquare$
• Listed and Unlisted Option Holders lists as at 30 September 2006;
• Announcements to the ASX made by Ezenet to 3 October 2006; and $\blacksquare$
• Share prices of Ezenet shares and Listed Options as noted on the ASX website $\blacksquare$ since 1 January 2006 to 3 October 2006.

3. Implementation of the Proposals and Advantages, Disadvantages and other Factors of the Proposal to cancel all Listed and Unlisted Options and Issue New Ordinary Shares

• $3.1$ As at 3 October 2006 Ezenet has 70,742,717 shares on issue. At the same date, there are Listed Option Holders who hold a total of 33,595,078 Listed Options, exercisable at 15 cents each, on or before 30 June 2007 and 15,500,000 Unlisted Options exercisable at 20 cents each on or before 30 June 2010.
• $3.2$ If all Listed Options and Unlisted Options are cancelled there would be no outstanding Listed Options and Unlisted Options (other than 125,000 share options that expire on 31 December 2006) and the Company would issue in total a further 12.273.770 shares to the former Listed Option Holders and Unlisted Option Holders. The number of share on issue would increase to 83,016,487. The Listed Option Holders (ignoring the fact that some of the current Listed Option Holders may already be shareholders in Ezenet) would hold 10.12% of the expanded issued capital of Exenet. The Unlisted Option Holders (ignoring the fact that some of the current Unlisted Option Holders may already be shareholders in Ezenet) would hold 4.67% of the expanded issued capital of Exenet. Combined, the Listed Option Holders and Unlisted former Option Holders would control approximately 14.79% of the expanded issued capital of the Company.

• 3.3 The Board of Directors is not expected to change in the near future as a result of the three proposals.

• $3.4$ As at 30 June 2006 the audited net assets are disclosed at \$6,474,765. Based on 62,242,717 shares on issue at 20 June 2006, the book net asset backing per share was approximately 10.40 cents. Based on certain subsequent events to 14 August 2006 as outlined in note 22 to the audited financial statements and the exercise of 300,000 share options in September 2006, the adjusted net assets would be disclosed at $$7,659,765$ and the asset backing per share $(70,742,717)$ shares on issue) would be 10.82 cents. Excluded from the adjusted calculation of net assets is the fair market value of Ezenet's interest in 18,200,000 restricted from trading to 31 December 2006 shares in Weatherly International plc ("Weatherly"), an AIM listed company. Normally a discount would apply to restricted securities of between 10% and 20% per vear of restriction. Shares in Weatherly are trading on the AIM (to 28 September 2006) at between 20 pence and 22 pence (equivalent to between 50 cents and 55 cents at an exchange rate of 40 pence equalling one Australian dollar and therefore the restricted shares may be valued at between 40 cents and 49.5 cents. We consider a fair value of around 45 cents to be appropriate to the Weatherly shares in escrow. Thus overall, the fair value of the shares in Weatherly held by Ezenet, approximates \$8,190,000, compared with a carrying fair value as at 30 June 2006 of \$7,051,096 and a deferred tax liability of \$2,115,329 for an effective net 30 June fair value of \$4,935,767. After tax, the increased value approximates \$5,733,000 and thus the adjusted net assets of the Ezenet group is around \$8,456,998. This equates to 11.95 cents per share.

• $3.5$ Over the past nine months to 28 September 2006 the shares in Ezenet have traded in the range of 9.1 cents to 19.0 cents and the last sale price as at 3 October 2006 was 14.5 cents. It is assumed that the market is aware of all material transactions involving Ezenet via announcements to the ASX under the continuous disclosure requirements under ASX and the Corporations Act 2001. Over the past three months the shares in Ezenet have traded in the range of 11.5 cents and 19.0 cents and in September 2006 at between 13.0 cents and 16.0 cents.
• 3.6 If we assumed that the Listed Options and Unlisted Options had been exercised (and eash received of \$8,139,261), using the adjusted net asset backing as noted in paragraph 3.4 above as a start point, the adjusted net assets would approximate \$16,596,259 (ignoring any losses or profits after 30 June 2006) and the number of shares on hand would be 119,837,795. Thus the net back asset backing per fully paid share would approximate 13.85 cents and increase of 1.90 cents per expanded ordinary share. However, it is not possible to determine beforehand how many Listed Options and Unlisted Options would be exercised prior to their due dates (30 June 2007 re Listed Options and 31 December 2010 re Unlisted Options).

• $3.7$ The conversion of the Listed Options and Unlisted Options (if all converted) would have the effect of increasing the adjusted book value per share as compared with the proposal to offer 1 new ordinary shares for every 4 Listed Options and Unlisted Options cancelled. If the Listed Options and Unlisted Options are cancelled and a total of 12,273,770 new ordinary shares are issued as consideration for the cancellation, the adjusted net assets are not affected, however the net adjusted value per share (83.016.487 ordinary shares would then be on issue) would reduce to approximately 10.18 cents, a reduction of 1.77 cents per ordinary share.

• $3.8$ We have been informed that a number of brokers and potential investors have expressed concern at the existence of the Listed Options and Unlisted Options. The concern is what impact they will have on the future value of the Company's shares. The proposal to offer to cancel the Listed Options and Unlisted Options may add certainty and with it the possibility of increasing investor interest in the Company.

• 3.9 The impact of recent improvements in the Company's financial position may have the effect of increasing the market price of the shares. There is a probability that the shares could rise as the Company's financial position is understood by the share market. This is likely to create the environment for Listed Option Holders and Unlisted Option Holders to convert their Options to fully paid shares in the Company. The proposal of offering to cancel the Options off market (and receive 1 new share for every 4 Options cancelled) will have the effect of providing an alternative to holders of Listed Options and Unlisted Options. They can choose between conversion of their Options or sale of the Options back to the Company. The Listed Options are rarely traded on the ASX and over the past three months such Options have very thinly traded in the 2.5 cents to 3.1 cents range. Using the Ezenet share prices over the past three months (11.5 cents to 16.0 cents), the value of one quarter of a share is in the range of 2.875 cents to 4.0 cents and thus the value to the Listed Option Holders of receiving 1 ordinary share for every 4 Listed Options cancelled is in the range of 2.875 cents to 4.0 cents.

Arguably, the Listed Options may be worth less than the 2.875 cents to 4.0 cents proposed offer price using the Black Scholes methodology and a volatility of say 25% and 50% and a 3 October 2006 market share price of 14.5 cents. The value would be between 1.09 cents and 2.19 cents (assuming calculating the term to expiry from 30 November 2006). However, it is difficult to predict how the share price will move over the next eight months to 30 June 2007 (expiry date).

The Unlisted Options are exercisable at 20 cents per share and expire 30 June 2010. If we assumed a current share price of 14.5 cents, volatilities of 25% and 50%, term to expiry from 30 November 2006 to 30 June 2010 and a risk free interest rate of around 5.8%, the theoretical value of the Unlisted Options using the Black Scholes option valuation methodology would lie in the range of 2.08 cents to 4.75 cents. It is common practice to discount unlisted options to reflect the restriction on trading on a recognised stock exchange of between 20% and 50%. We consider a 30% discount is reasonable in the circumstances of Ezenet. Applying a 30% discount to the above values, results in a fair value of the Unlisted Options of between 1.67 cents and 3.33 cents. This compares with the consideration being offered to the Unlisted Option Holders to cancel the Unlisted Options and receive 1 new ordinary share for every 4 Unlisted Options being cancelled of between 2.875 cents and 4.0 cents.

As noted above, the net adjusted book value per share increases if all Listed and Unlisted Options are exercised into ordinary shares in Ezenet from 11.95 cents (refer paragraph 3.4) to 13.85 cents (refer paragraph 3.6). By offering 1 new ordinary share for every 4 Listed Options and Unlisted Options (if all Listed and Unlisted Option Holders accept the Offer), the net asset backing per Ezenet share reduces from 11.95 cents to 10.18 cents a 1.77 cent decrease in the adjusted net asset backing per share.

• Dr Wolf Martinick as at 26 September 2006 has an interest in 11,120,044 ordinary $3.10$ shares in Ezenert and thus is in control of approximately 15.72% of the voting shares in Ezenet and would remain at 15.72% if no Listed Options and Unlisted Options were converted into Ezenet shares and Martinick acquired no further shares on market or converted \$1,150,000 of convertible notes ("Notes") into Ezenet shares. The interests of Martinick holds 7,962,783 Listed Options in Ezenet and will be entitled to receive 1,990,695 new ordinary shares in Ezenet if all Listed Options are cancelled. The interests of Martinick also own 3,500,000 Unlisted Options and thus Martinick would be entitled to receive 875,000 new ordinary shares in Ezenet. If no other Listed Options or Unlisted Options were cancelled (or exercised) Martinick's interest would automatically increase to approximately $19.00\%$ (13.985.739 shares) of 73.608.412 shares on issue). If all Listed Options and Unlisted Options are cancelled and 1 new ordinary share issued for every 4 Listed Options and Unlisted Options cancelled, Martinich's shareholding interest would be 13,985,739 shares out of 83,016,487 shares on issue representing an approximate 16.85% shareholding interest (before any further share issues or Note conversions).
• Under TCA, control may be deemed to occur when a shareholder or group of 3.11 associated shareholders control more than 20% of the issued capital. Currently, Martinick does not have deemed control as the percentage interest held by Martinick is 15.72%. The proposals pursuant to resolutions 1.1, 1.2, 2.1 and 2.2 would allow Martinick to increase the percentage holding to up to 19.00% as noted above. Premium for control for the purposes of this report has been defined as the difference between the price per share that a buyer would be prepared to pay to obtain a controlling interest in the Company and the price per share at which the same person would be required to pay per share which does not carry with it control of the Company. Control as defined under TCA does not alter although Martinick's shareholding interest may potentially increase by up to 3.28%. Probably if the Notes were converted to shares in Ezenet, Martinick's shareholding interest would materially exceed 20%, however we have not been asked to comment on the fairness and or reasonableness (or otherwise) of converting Notes into shares in Ezenet.
• $3.12$ If Martinick went to 19.00%, the remaining shareholders interests would reduce to 81.00% (currently 84.28%).
• $3.13$ There is a definite incentive to Martinick to ensure the commercial success and growth of Ezenet as Martinick would have an increased shareholding in Ezenet that it would wish to enhance in value. If successful, all shareholders benefit.
• $3.14$ It would be argued that liquidity in the shares of Ezenet would be reduced if Ezenet increased its shareholding to 18.86%. However, the volume of trades of shares in Ezenet is currently low and a further up to 3.28% interest to Martinick would not make a material difference to liquidity. If all the Listed and Unlisted Options were exercised or the Listed and Unlisted options cancelled and replaced with up to $12.273.770$ new ordinary shares there would be more shares on issue that technically provides more liquidity. However, we understand that many of the

Listed and Unlisted Option Holders are also shareholders in Ezenet and therefore the annual liquidity may not substantially increase. By having a "tight" register, the opportunity for a substantial increase in share price is enhanced (although not guaranteed). If there is a renewed interest in Ezenet by new or existing investors. the demand is increased for shares in Ezenet. Without a substantial increase in the number of shares on issue, (as Listed Options and Unlisted Options cancelled are not exercisable), any increased demand may lead to an increase in the share price that benefits Martinick and all other shareholders.

• It would be argued that having a shareholder with up to an 19.00% shareholding $3.15$ can be an "overhang" in the market as investors do not know the intentions of Martinick and are uncertain as to whether Martinick would dump its shareholding in Ezenet. This is an unlikely scenario as Martinick would wish to enhance the value of its shareholding. We have been advised by Wolf Martinick that he is a long term shareholder and there is no intention to sell a material number of shares that Martinick owns in the foreseeable future. It is also noted that Martinick already owns 15.72% of the capital of Ezenet and is a significant holder of Notes in the Company.
• 3.16 The Listed Options and Unlisted Options total 49,095,078 shares that compared with the current number of shares on issue is a high proportion (approximately 69.4% of shares on issue). The cancellation of the Options and the issue of 1 new ordinary share for every 4 Options cancelled may be perceived to be an advantage. We have been advised that the trading in Ezenet is inhibited by the large number of Listed Options and Unlisted Options on issue and that such Option overhang (particularly the Listed Options) is a deterrent to the position of Ezenet in the market and the current share trading has a negative effect on financial institutions in the course of the commercial operations of Ezenet.
• 3.17 The cancellation of the Listed Options and Unlisted Options may have a negative consequence as it may trigger capital gains tax ("CGT") to the Option Holders as the cancellation is considered a disposal for CGT purposes and the issue of new ordinary shares as consideration will have a CGT effect to the value of the consideration of the new ordinary shares (a new cost base for the shares).
• 3.18 The cancellation of the Listed Options and Unlisted Options and the issue of up to 12,273,770 new ordinary shares as consideration for cancellation has an accounting cost that will not be tax deductible to the Company. If we say the deemed consideration to cancel the Listed Options and Unlisted options is 4 cents (shares are say 16 cents and the option holders are to receive 1 new ordinary share for every 4 Options cancelled) then the Income Statement will incur an expense of \$490,951. Net assets are not affected as issued capital is increased by \$490,951.
• $\overline{4}$ . Conclusion
• Taking into account the advantages and disadvantages as outlined above, and $4.1$ the financial effects of the proposed Listed Options cancellation and issue of new shares as consideration, we are of the view that the proposals pursuant to resolutions 1.1 and 2.1 are not fair or reasonable to the shareholders and the Company as a whole. For the shareholders who believe that the majority of the Listed Option Holders will not exercise their Options by 30 June 2007,

then it may not be appropriate to vote for the proposal pursuant to resolutions 1.1 and 2.1.

In relation to the Unlisted Options, the proposals pursuant to resolutions 1.2 and 2.2 may not necessarily be fair but on balance may be considered reasonable. The Company considers that the share price may be re-rated in the future and by cancelling long term Unlisted Options and issuing 1 new ordinary share for every 4 Unlisted Options may be a decided advantage not withstanding that if all Unlisted Options were exercised, the Company would receive cash funds of \$3,100,000.

Yours sincerely STANTON PARTNERS CORPORATE PTY LTD

John Van Dieren Director

AUTHOR INDEPENDENCE AND INDEMNITY

This annexure forms part of and should be read in conjunction with the report of Stanton Partners Corporate Pty Ltd dated 5 October 2006, relating to resolutions 1.1, 1.2, 2.1 and 2.2 outlined in the Notice of Meeting of Shareholders of Ezenet.

At the date of this report, Stanton Partners Corporate Pty Ltd does not have any interest in the outcome of the proposal. There are no relationships with Ezenet or the shareholders other than acting as an independent expert for the purposes of this report. There are no existing relationships between Stanton Partners Corporate Pty Ltd and the parties participating in the transaction detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated at \$7,500. The fee is payable regardless of the outcome. With the exception of that fee, neither, Stanton Partners Corporate Ptv Ltd or John P Van Dieren, have received, nor will, or may they receive, any pecuniary or other benefits, whether directly or indirectly for, or in connection with the making of this report.

Stanton Partners Corporate Ptv Ltd does not hold any securities in Ezenet. There are no pecuniary or other interests of Stanton Partners Corporate Pty Ltd that could be reasonably agreed as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stanton Partners Corporate Ptv Ltd and Mr J Van Dieren have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice.

QUALIFICATIONS

We advise Stanton Partners Corporate Pty Ltd is the holder of an Investment Advisers Licence (No. 231201) under the Corporations Act relating to advice and reporting on mergers. takeovers and acquisitions pertaining to securities. A number of the partners of Stanton Partners and Stantons International are the Directors' of Stanton Partners Corporate Pty Ltd. Stanton Partners. Stantons International and Stanton Partners Corporate Ptv Ltd have extensive experience in providing advice pertaining to mergers, acquisitions and strategic and financial planning for both listed and unlisted companies and businesses.

Mr John P Van Dieren, FCA, the person responsible for the preparation of this report, has extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuation and financial aspects thereof, including the fairness and reasonableness of the consideration offered.

The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report, have qualifications and experience appropriate to the task they have performed.

DECLARATION

This report has been prepared at the request of the Directors of Ezenet in order to assist the shareholders of Ezenet to assess the merits of the proposals to which this report relates (resolutions 1.1, 1.2, 2.1 and 2.2 only). This report has been prepared for the benefit of Ezenet and those persons only who are entitled to receive a copy for the purposes of ASX Listing Rules 10.1 and 10.11 and does not provide a general expression of Stanton Partners Corporate Pty Ltd's opinion as to the longer term value of the current Ezenet group, or the shares in such company. Stanton Partners Corporate Pty Ltd does not imply, and it should not be construed. that is has carried out any form of audit on the accounting or other records of the Ezenet group. Neither the whole nor any part of this report, nor any reference thereto, may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stanton Partners Corporate Pty Ltd to the form and context in which it appears.

DISCLAIMER

This report has been prepared by Stanton Partners Corporate Pty Ltd with due care and diligence. However, except for those responsibilities, which by law cannot be excluded, no responsibility arising in any way whatsoever for errors or omission (including responsibility to any person for negligence) is assumed by Stanton Partners Corporate Pty Ltd, Stanton Partners, its partners, employees or consultants for the preparation of this report.

DECLARATION AND INDEMNITY

Recognising that Stanton Partners Corporate Pty Ltd may rely on information provided by Ezenet and its officers (save whether it would not be reasonable to rely on the information having regard to Stanton Partners Corporate Pty Ltd experience and qualifications). Ezenet has agreed:

• (a) To make no claim by it or its officers against Stanton Partners Corporate Pty Ltd to recover any loss or damage which Ezenet may suffer as a result of reasonable reliance by Stanton Partners Corporate Pty Ltd on the information provided by Ezenet; and
• (b) To indemnify Stanton Partners Corporate Pty Ltd against any claim arising (wholly or in part) from Ezenet or any of its officers providing Stanton Partners Corporate Pty Ltd any false or misleading information or in the failure of Ezenet or its officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stanton Partners Corporate Pty Ltd.

A draft of this report was presented to Ezenet directors for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation conclusions did not alter.

STANTON PARTNERS CORPORATE PTY LTD

A.C.N 063 036 331 1 HAVELOCK STREET WEST PERTH 6005 WESTERN AUSTRALIA

TELEPHONE: (08) 9481 3188 FACSIMILE: (08) 9321 1204

e-mail: [email protected]

FINANCIAL SERVICES GUIDE Dated 5 October 2006

$1.$ STANTON PARTNERS CORPORATE PTY LTD

Stanton Partners Corporate Pty Ltd ABN 89 063 036 331 ("SPC" or "we" or "us" or "ours" as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.

$\overline{2}$ . FINANCIAL SERVICES GUIDE

In the above circumstances we are required to issue to you, as a retail client a Financial Services Guide ("FSG"). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

• who we are and how we can be contacted: $\blacksquare$
• the services we are authorised to provide under our Australian Financial Services Licence, Licence No: 231201;
• remuneration that we and/or our staff and any associated receive in connection with the general financial product advice;
• any relevant associations or relationships we have; and
• our complaints handling procedures and how you may access them.

3. FINANCIAL SERVICES WE ARE LICENCED TO PROVIDE

We hold an Australian Financial Services Licence which authorises us to provide financial product advice in relation to:

Securities (such as shares and options)

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a

copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report.

$\overline{4}$ . GENERAL FINANCIAL PRODUCT ADVICE

In our report we provide general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

$\overline{5}$ . BENEFITS THAT WE MAY RECEIVE

We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis.

Except for the fees referred to above, neither SPC, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

REMUNERATION OR OTHER BENEFITS RECEIVED BY OUR EMPLOYEES 6.

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

$7₁$ REFERRALS

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

8. ASSOCIATIONS AND RELATIONSHIPS

Through a variety of corporate and trust structures, SPC is ultimately wholly owned by and operates as part of Stanton Partners and Stantons International professional advisory and accounting practices. Our directors may be partners in Stanton Partners and/or Stantons International.

From time to time, SPC Stanton Partners and Stantons International and/or their related entities may provide professional services, including audit, tax and financial advisory services, to financial product issuers in the ordinary course of its business.

EZE4501/IER cancellation of options V3

$\mathbf{Q}$ COMPLAINTS RESOLUTION

$9.1$ Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to:

The Complaints Officer Stanton Partners Corporate Pty Ltd Level 1 1 Havelock Street WEST PERTH WA 6005.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaints within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

$9.2$ Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Industry Complaints Service Limited ("FICS"). FICS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about FICS are available at the FICS website www.fics.asn.au or by contacting them directly via the details set out below.

Financial Industry Complaints Service Limited PO Box 579 Collins Street West MELBOURNE VIC 8007

Toll Free: 1300 78 08 08 Facsimile: (03) 9621 2291

10. CONTACT DETAILS

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.