22 October 2014

ASX Announcement & Media Release

MDS Financial Group Limited

ACN 091 744 884

Level 37 Rialto South Tower 525 Collins Street Melbourne VIC 3000 T: +61 3 9617 0600 F: +61 3 9617 0699 asx@mdsfi nancial.com.au www.mdsfi nancial.com.au

ASX Code: MWS

Directors

Secretariat

Andrew Phillips Company Secretary

1.185 billion listed shares

Peter Stirling Chairman and Non-Executive Director Richard Symon Executive Director Jamie Khoo Independent Non-Executive Director

Notice of Annual General Meeting 2014

MDS Financial Group Ltd is happy to confi rm the 2014 Annual General meeting will be held on 24 November 2014, at the offi ces of Kemp Strang Lawyers, Level 17, 175 Pitt Street,Sydney, NSW 2000. The Notice of Meeting is being mailed out to all shareholders on 22 October 2014.

Peter Stirling Chairman and Non-Executive Director

END

All market announcements are available to view at www.mdsfi nancial.com.au/asx and at www.asx.com.au For more information please contact:

Richard Symon Executive Director MDS Financial Group Limited Phone: +61 3 9617 0617

Andrew Phillips Company Secretary MDS Financial Group Limited Phone: +61 2 8114 2251

Page 1 of 1

NOTICE OF 2014 ANNUAL GENERAL MEETING

17 October 2014

Dear Shareholder,

MDS Financial Group Limited Annual General Meeting: 24 November 2014 at 11.00am

It gives me great pleasure to invite you to attend MDS Financial Group's Annual General Meeting and I enclose the Notice of Meeting which sets out the items of business.

The meeting will be held at 11.00am on Monday 24 November 2014 in the Board Room of Kemp Strang Lawyers at Level 17, 175 Pitt Street, Sydney, NSW 2000.

The Board of Directors of MDS Financial Group considers the Annual General Meeting to be an important event on our calendar and we look forward to the opportunity to update you on the Company's performance for the year and also answer any questions you may have regarding changes that have occurred at MDS Financial Group over the past 12 months along with the status of the acquisition of the Sequoia Financial Group.

In addition to the ordinary business of considering the financial and remuneration reports for the 2014 Financial Year there are a number of additional items we will be asking Shareholders to consider, including the re-election of a Director, and the ratification of previous issues of Shares.

Details of these items are included in the enclosed Notice of Meeting.

If you have questions in relation to the upcoming Annual General Meeting, please call MDS Financial Group on +61 3 9617 0600.

If you are not able to attend the meeting to vote in person, please complete the enclosed Proxy Form and return it by mail or fax.

The Board recommends that you vote in favour of all items of business.

Finally, the Board of Directors and members of the Company's senior management would like to invite you to join us for light refreshments following the meeting.

I look forward to welcoming you to the 2014 Annual General Meeting.

Yours Sincerely,

Peter Stirling Chairman MDS Financial Group Limited

MDS FINANCIAL GROUP LIMITED NOTICE OF 2014 ANNUAL GENERAL MEETING

11.00am (AEDT) TIME:

DATE: 24 November 2014

PLACE: Kemp Strang Lawyers Level 17 175 Pitt Street Sydney, NSW 2000

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 +61 3 9617 0600.

CONTENTS

Notice of Annual General Meeting Explanatory Statement Glossary Proxy Form

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00am (AEDT) on 24 November 2014 at:

Kemp Strang Lawyers Level 17 175 Pitt Street Sydney, NSW 2000

YOUR VOTE IS IMPORTANT

The business of the Annual 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

• $1¹$ A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified 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 of the votes. You must return both proxy forms together in the same envelope.
• $2.$ A proxy need not be a Shareholder of the Company.
• To vote by proxy, please complete and sign the enclosed Proxy Form in accordance with the 3. instructions set out in the Proxy Form. Please review the instructions carefully.
• If you mark the abstain box for a particular item, you are directing your proxy not to vote on that $\overline{4}$ . 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.
• 1. If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box on the bottom of page 1 of the Proxy Form marked "Important Note". 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 a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote 100% of all open proxies in favour of each resolution. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in computing the required majority if a poll is called on the resolution.
• If a corporate representative of a company Shareholder (or a body corporate appointed as proxy 6. for one or more Shareholders) is to attend the Meeting, a properly executed original (or certified copy) of the appropriate "Certificate of Appointment of Corporate Representative" should be produced for admission to the Meeting. Previously lodged "Certificates of Appointment of Corporate Representative" will be disregarded by the Company. The appointment must comply with section 250D of the Corporations Act.
• $7¹$ If an attorney is to attend the Meeting on behalf of a Shareholder, a properly executed original (or originally certified copy) of an appropriate power of attorney must be received by the Company by the deadline for the receipt of proxy forms, being no later than 11am on 22 November 2014. Previously lodged powers of attorney will be disregarded by the Company.
• Signing Instructions You must sign the Proxy Form as follows in the spaces provided: 8.

• 1. Completed Proxy Forms (together with any authority under which the proxy was signed or a certified copy of the authority) must be returned before 11am on 22 November 2014 in one of
     the following three ways:
• By mail to: Computershare Investor Services Pty Ltd $\bullet$

GPO Box 242 Melbourne VIC 3001 Australia

• 1800 783 447 (within Australia) By facsimile: +61 3 9473 2555 (outside Australia)
• [email protected] By email:

NOTICE OF 2014 ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 11.00am (AEDT) on 24 November 2014 at Level 17, 175 Pitt Street, Sydney, NSW 2000.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 11.00am (AEDT) on 22 November 2014.

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

AGENDA ORDINARY BUSINESS

$1.$ FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2014 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report.

$2.$ RESOLUTIONS

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company's annual financial report for the financial year ended 30 June 2014."

Voting Exclusion Statement:

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of the following persons:

• $(a)$ a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
• $(b)$ a Closely Related Party of such a member, collectively referred to as a Prohibited Voter.

However, a Prohibited Voter may vote on this Resolution if:

• the Prohibited Voter does so as a proxy appointed by writing that specifies how the proxy is to $(a)$ vote on Resolution 1; and,
• the vote is not cast on behalf of a Prohibited Voter. $(b)$

RESOLUTION 2: APPROVAL AND RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the allotment and issue of 154,524,900 Shares (Prior Placement Shares) each at an issue price of \$0,004 to professional and sophisticated investors on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by:

• $(a)$ a person who participated in the issue of the Prior Placement Shares and
• any person who might have obtained a benefit (except a benefit solely in their capacity as $(b)$ a holder of ordinary securities) if the Resolution is passed, or an associate of that person.

However, the Company will not disregard a vote if:

• it is cast by the person as proxy for a person who is entitled to vote, in accordance with $(a)$ directions on the Proxy Form; or
• it is cast by the Chairperson as proxy for a person who is entitled to vote, in accordance with $(b)$ a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 3: APPROVAL FOR ADDITIONAL PLACEMENT CAPACITY

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

"That, for the purposes of ASX Listing Rule 7.1A and all other purposes, approval is given for the Company to allot and issue Equity Securities up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out on the Explanatory Statement."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by:

• any person who may participate in the proposed issue (Participant); $(a)$
• $(b)$ any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary Shares) if the Resolution is passed; and
• any associate of a Participant. $(c)$

However, the Company need not disregard a vote if:

• it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 4: RE-ELECTION OF A DIRECTOR - MR RICHARD SYMON

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

"That for the purpose of Rule 3.6 of the Constitution and for all other purposes, Mr Richard Symon, who retires by rotation, and being eligible, is re-elected as a Director."

DATED: 17 OCTOBER 2014 BY ORDER OF THE BOARD

ANDREW PHILLIPS COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11.00am (AEDT) on 24 November 2014 at Level 17, Pitt Street, Sydney, NSW 2000.

The 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.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2014, together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report.

The Company will not provide a hard copy of the Company's Annual Financial Report to Shareholders unless specifically requested to do so. Shareholders may view the Company's Annual Financial Report on its website at www.mdsfinancial.com.au.

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

$2.1.$ General

The Remuneration Report is set out in the Directors' Report in the Company's 2014 Annual Financial Report. The Remuneration Report sets out the Company's remuneration arrangement for the Directors and senior management of the Company.

Section 250R (2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Shareholders at the Annual General Meeting. However, Shareholders should note that the vote on Resolution 1 is advisory only and is not binding on the Company or its Directors.

If at least 25% of the votes cast on Resolution 1 are votes against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2015 Annual General Meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company (Spill Resolution).

If more than 50% of shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the Company's 2015 Annual General Meeting. All of the Directors who were in office when the Company's 2015 Directors' Report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting

2.2. Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote (or, if the Chair is appointed as your proxy you may elect to place a mark in the box on the bottom of page 1 of the Proxy Form marked "Important Note"). Where you do not direct a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1 (or if the Chair is appointed as your proxy and you do not either direct the Chair how to vote on this Resolution 1 or place a mark in the box on the bottom of page 1 of the Proxy Form marked "Important Note"), the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

$2.3.$ Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• a spouse or child of the member; $(a)$
• a child of the member's spouse: $(b)$
• $(c)$ a dependent of the member or the member's spouse;
• $(d)$ anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity:
• $(e)$ a company the member controls; or
• $(f)$ a person prescribed by the Corporations Regulations 2001 (Cth).

Remuneration Report means the remuneration report set out in the Directors' Report section of the Company's Annual Financial Report for the year ended 30 June 2014.

3. RESOLUTION 2: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

31 General

On 27 August 2014 and 26 September 2014 the Company completed a placement to raise \$618,100 (before costs) through the issue of 154,524,900 Shares (being the Prior Placement Shares) to professional and sophisticated investors at \$0.004 per Share (Prior Placement). Refer to the Company's ASX announcement of 27 August 2014 and 26 September 2014 and the Appendix 3B lodged with ASX on these same dates.

The Prior Placement Shares were issued under the Company's 15% placement capacity in accordance with Listing Rule 7.1 (without the need for Shareholder approval).

Resolution 2 seeks Shareholder approval for the ratification of the issue of the Prior Placement Shares.

Resolution 2 is an ordinary resolution.

The Chairperson will cast all available proxies in favour of Resolution 2.

$3.2.$ Listing Rule 7.4

Listing Rule 7.4 allows an issue of securities made without the approval of Shareholders to be ratified by Shareholders, in order to refresh the 15% capacity under Listing Rule 7.1, provided at the time the issue was made, the issue was made within the Company's existing 15% capacity under Listing Rule 7.1.

The Prior Placement Shares were issued and allotted on 27 August and 26 September 2014, Shareholder approval is therefore now sought pursuant to Listing Rule 7.4 to ratify the issue of the Prior Placement Shares so that the Company refreshes its capacity to issue up to 15% of its issued ordinary capital, if required, in the next 12 months without first requiring Shareholder approval for those future issues.

$3.3.$ Specific Information Required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• 154,524,900 Shares (being the Prior Placement Shares) were issued as part of the Prior $(a)$ Placement.
• $(b)$ The Prior Placement Shares were each issued at a price of \$0.004 per Prior Placement Share.
• The Prior Placement Shares are fully paid ordinary shares in the capital of the Company and $(c)$ rank equally to in all respect with the Company's existing Shares on issue.
• The Prior Placement Shares were issued to professional and sophisticated investors who are $(d)$ not related parties or associates of related parties of the Company.
• $(e)$ The funds raised from the issue of the Prior Placement Shares were, or will be, utilised in respect to transaction costs associated with the proposed acquisition by the Company of all of the shares in Sequoia Financial Group Limited ACN 166 002 357 and for working capital.
• $(f)$ A voting exclusion statement is included in the Notice.

4. RESOLUTION 3: REAPPROVAL FOR ADDITIONAL PLACEMENT CAPACITY

4.1. General

ASX Listing Rule 7.1A provides that an eligible entity may seek Shareholder approval to allow it to issue Equity Securities up to 10% of its issued capital through placements over a period up to 12 months after the entity's Annual General Meeting (10% Placement Capacity). The 10% Placement Capacity is an addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity is one that, as at the date of the relevant Annual General Meeting:

• $(a)$ is not included in the S&P/ASX 300 Index; and
• $(b)$ has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of \$300 million.

The Company is an eligible entity.

The effect of Resolution 3 will be to allow the Directors to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1.

The Company is now seeking shareholder approval of Resolution 3 by way of a special resolution. Accordingly at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

$4.2.$ ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an eligible entity to seek shareholder approval at its annual general meeting to issue Equity Securities comprising the 10% Placement Capacity in addition to those under the eligible entity's 15% annual placement capacity under Listing Rule 7.1.

ASX Listing Rule 7.1A.1 provides that Shareholder approval obtained under ASX Listing Rule 7.1A for the 10% Placement Capacity applies for the period commencing on the date of the annual general meeting at which the approval is obtained and expiring on the first to occur of the following:

• $(a)$ the date which is 12 months after the date of the annual general meeting at which the approval is obtained; and
• $(b)$ the date of approval by Shareholders of a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of the Company's activities) or ASX Listing Rule 11.2 (disposal of the Company's main undertaking).

Shareholder approval was first obtained under ASX Listing Rule 7.1A at the Company's last Annual General Meeting on 8 November 2013. In accordance with Listing Rule 7.1A.1, this Shareholder approval will expire on 8 November 2014. Accordingly, the Company is seeking Shareholder approval for the 10% Placement Capacity under ASX Listing Rule 7.1A for the 12 month period following this Annual General Meeting, by way of this Resolution 3.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of \$5,923,454 (calculated at \$0.005 per Share) as at the date of this Notice.

The Equity Securities issued under ASX Listing Rule 7.1A must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company has only one class of quoted Equity Securities on issue, being the Shares.

The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:

$(A \times D) - E$

Where:

• A = the number of Shares on issue 12 months before the date of issue or agreement:
• $(i)$ plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
• $(ii)$ plus the number of partly paid shares that became fully paid in the previous 12 months;
• $(iii)$ plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rule 7.1 or 7.4; and
• less the number of Shares cancelled in the previous 12 months. $(iv)$
• D $= 10%$
• E = the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4

Information required by ASX Listing Rule 7.3A $4.3.$

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

$(a)$ Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• $(i)$ the date on which the price at which the Equity Securities are to be issued is agreed; or
• $(ii)$ if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph 4.3(a)(i), the date on which the Equity Securities are issued.
• $(b)$ Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Annual General Meeting and expiring on the first to occur of the following:

• $(i)$ 12 months after the date of the Annual General Meeting; and
• $(ii)$ the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking).

$(c)$ Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under 10% Placement Capacity.

* The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• $\mathbf 1$ The current shares on issue are the Shares on issue as at 14 October 2014
• $2.$ The issue price set out above is the closing price of the Shares on the ASX on 14 October 2014.
• $3²$ The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

• $\overline{4}$ . The Company has not issued any Equity Securities in the 12 months prior to the Annual General Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A.
• 1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1

Shareholders should note that there is a risk that:

• $(i)$ the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Annual General Meeting; and
• the Shares may be issued at a price that is at a discount to the market $(ii)$ price for those Shares on the date of issue.
• $(d)$ Purpose of Issue under 10% Placement Capacity

The Company may seek to issue Equity Securities under the 10% Placement Capacity for the following purposes:

• $(i)$ as cash consideration, in which case the Company may use funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition) and/or general working capital; or
• $(ii)$ as non-cash consideration for the acquisition of new assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.
• $(e)$ Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• $(i)$ the purpose of the issue;
• $(ii)$ alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
• $(iii)$ the effect of the issue of the Equity Securities on the control of the Company;
• $(iv)$ the Company's circumstances, including, but not limited to, its financial position and solvency;
• prevailing market conditions; and $(v)$
• advice from corporate, financial and broking advisers (if applicable). $(vi)$

$(f)$ Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval under ASX Listing Rule 7.1A on 8 November 2013. For the purposes of Listing Rule 7.3A.6, the Company notes that no shares were issued in the past twelve months under ASX Listing Rule 7.1A, however the Company does note that securities have been issued during the last twelve month period by way of two separate non-renounceable Rights Issues and under ASX Listing Rule 7.1, as detailed in the table below.

• As in the above table, a total of 154,523,900 securities, raising a total of \$618,100 $(g)$ in new capital, were issued under ASX Listing Rule 7.1 and were issued of the following basis:
• These securities were offered to investors during August and September $(i)$ 2014 at a price of \$0.004 per security;
• This offer price was a 100% increase on the price of \$0.002 attached to $(ii)$ the Non-renounceable Rights Issue that was completed by the Company in July 2014;
• $(iii)$ On 27 August 2014, 115,000,000 securities were issued at \$0,004. raising capital of \$460,000. This issue price of \$0,004 represented a premium of 33% on the market price of \$0,003 on the day of issue. These securities are Ordinary Company Shares with the same rights as all other existing issued securities.
• $(iv)$ These were issued to two separate parties:

• $(B)$ Buratu Pty Ltd 15,000,000
• On 22 September 2014, 39,524,900 securities were issued at \$0.004, $(v)$ raising capital of \$158,100. This issue price of \$0.004 represented the market price of \$0,004 on the day of issue. These securities are Ordinary Company Shares with the same rights as all other existing issued securities.

$(vi)$ These were issued to eight separate parties:

• $(vii)$ Each application was assessed on its own merit and applications accepted, as the Boards discretion, up to the limit of securities available to be issued under ASX Listing Rule 7.1;
• Of the total capital raised under ASX Listing Rule 7.1, \$600,000 was $(viii)$ used to increase bond with the Company's third party clearer. Due to securing a number of new clients and forecasted increases in trading volumes, the Company was required to increase the clearing bond with its third party clearer from \$150,000 to \$750,000. Therefore \$600,000 of the total capital raised has been placed on the Company's balance sheet as a bond. The remaining capital raised of \$18,100 will be used for general working capital requirements.

4.4. Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholders to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

5. RESOLUTION 4: RE-ELECTION OF A DIRECTOR - MR RICHARD SYMON

5.1. General

Rule 3.6 of the Constitution requires that one third (or the number nearest one-third) of the Directors who are not appointed and required to retire in accordance with Rule 3.3, must retire at each Annual General Meeting, provided that no Director (except a Managing Director) shall hold office for a period in excess of three years, or until the third Annual General Meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election. A Director who retires by rotation under Rule 3.6 of the Constitution is eligible for re-election.

The Company currently has three Directors. Accordingly, the Company has three qualifying Directors for the purpose of Rule 3.6 and one must retire at the Annual General Meeting.

Mr Richard Symon retires by rotation in accordance with Rule 3.6 of the Constitution and seeks re-election at the Annual General Meeting.

Mr Symon was appointed as an Executive Director on 27 November 2008 and is a member of the Board's Audit Committee and Chairman of the Board's Compliance Committee. Mr Symon is the Responsible Executive for the Company's stockbroker subsidiary D2MX Pty Ltd (an ASX requirement) and Responsible Manager (an ASIC requirement) of both the D2MX and Trader Dealer Online Pty Ltd, the Company's two Australian Financial Services Licence (AFSL's) subsidiaries.

He has been awarded Master Stockbroker (SAA), is a Fellow of Finsia, is currently Deputy Chair Variety the Children's Charity (Vic) and also Chairman of the Financial Services Foundation, a Melbourne-based organization supporting children's charities.

Prior to joining MDS Financial, Mr. Symon was the CEO of NSX Ltd (ASX:NSX) the operator of the National Stock Exchange, the Bendigo Stock Exchange (now SIM Venture Securities Exchange). He co-founded, and was CEO of, Sharetrade Australian Stockbroking Ltd, which was taken over by PBL-listed subsidiary eCorp, and merged to bring Charles Schwab to Australia in 2000, Mr. Symon served in roles as executive director of the Securities and Derivatives Industry Association (now Stockbrokers Association of Australia) and the full service stockbroker Prudential-Bache Securities.

$5.2.$ Board Recommendation

The Board, other than Mr Symon, who has an interest in the outcome of Resolution 4, unanimously recommends that Shareholders vote in favour of Resolution 4.

6. ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+61 3) 9617 0600 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

\$ means Australian dollars.

AEDT means Australian Eastern Daylight Time as observed in Melbourne, Victoria.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

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

Board means the current board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party has the meaning as set out in Section 2.3 of the Explanatory Statement.

Company means MDS Financial Group Limited (ABN 90 091 744 884).

Constitution means the Company's Constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Security includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel has the meaning as set out in Section 2.3 of the Explanatory Statement.

Notice or Notice of Annual General Meeting or Notice of Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report has the same meaning as set out in Section 2.3 of the Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Annual General Meeting 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 holder of a Share.

Lodge your vote:

$\boxtimes$ By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

$\gtrsim$ For your vote to be effective it must be received by 11.00am (AEDT) Saturday 22 November 2014

How to Vote on Items of Business

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

Appointment of Proxy

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

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

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

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

Turn over to complete the form $\rightarrow$

View your securityholder information, 24 hours a day, 7 days a week: http://www.investorcentre.com $\sqrt{\phantom{a}}$ Review your securityholding Your secure access information is: SRN/HIN: $\sqrt{ }$ Update your security holding PLEASE NOTE: For security reasons it is important that you keep your 沆 SRN/HIN confidential.

Change of address. If incorrect. mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form

Please mark

to indicate vour directions

STEP1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of MDS Financial Group Ltd hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of MDS Financial Group Ltd to be held at Kemp Strang Lawyers, Level 17, 175 Pitt Street, Sydney, NSW 2000 on Monday 24 November 2014 at 11.00am (AEDT) and at any adjournment or postponement of that Meeting.

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

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

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