CELTEX Limited

ACN 006 222 395

Lodge your vote:

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 all enquiries call:

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

000001 000 CXE MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Proxy Form

For your vote to be effective it must be received by 9.30am Wednesday 26 November 2008

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 as they choose. 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.

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.computershare.com.

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

www.investorcentre.com View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding Update your securityholding Your secure access information is:

SRN/HIN: I9999999999

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

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

CELTEX Limited

ACN 006 222 395

000001 000 CXE MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with matters arising from your securityholding in Celtex Limited. Unfortunately, our correspondence has been returned to us marked ''Unknown at the current address''. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notice of meeting.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about Celtex Limited. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following:

Security Reference Number (SRN)*; >ASX trading code; >Name of company in which security is held; >Old address; and >New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

* Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Celtex Limited

CELTEX LIMITED

ACN 006 222 395 REGISTERED OFFICE: 55 BRADY STREET, SOUTH MELBOURNE 3205, VICTORIA

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that a General Meeting of Members of Celtex Limited ("the Company") will be held at 55 Brady Street. South Melbourne 3205. Victoria on Friday 28 November 2008 at 9:30 a.m.

AGENDA

ORDINARY BUSINESS

Resolution 1 Adoption of Financial Statements and Reports $\mathbf 1$ .

To receive and consider the financial accounts and reports of Directors and Auditors for the financial vear.

$2.$ Resolution 2 Election of Non Executive Director - Lee Kum Wah

Details of the person seeking re-election are set out in the Explanatory Notes to this Notice of Annual General Meeting.

To consider and if thought fit pass the following resolution as an ordinary resolution:

"That Lee Kum Wah, who retires as an independent non-executive director in accordance with the Constitution of the Company and being eligible for re-election, be re-elected as a non-executive director of the Company."

$31$ Resolution 3 Remuneration Report

To adopt the remuneration report for the year ended 30 June 2008 (Note: the vote on this resolution is advisory only and does not bind the Directors of the Company).

$\overline{\mathbf{4}}$ . Resolution 4 Appointment of auditor

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

"That, subject to the resignation of the Company's existing auditor PKF Chartered Accountants and Business Advisers being effective, BDO Kendalls Audit & Assurance (NSW-VIC) Pty Ltd be appointed as the Company's new auditor."

5. Resolution 5 Ratification of issue of shares

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, approval be given for the issue and allotment of 2,594,799 fully paid ordinary shares in the capital of the Company (Shares) on the dates, to the persons, and on the terms and conditions set out in the Explanatory Notes accompanying the notice of this meeting."

Voting Exclusion Notes: The Company will disregard any votes cast on this resolution by any person and any associate of that person who participated in the issue. However, the Company need not disregard a vote if:

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

Resolution 6 Issue of new shares 6.

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval be given for the Company to issue such number of Shares up to but not exceeding 15% of the number of Shares on issue at the time of the first new issue made in reliance on this Resolution on the terms and conditions set out in the Explanatory Statement accompanying the notice of this meeting."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person and any associate of that person who, if the resolution is passed.

• (a) may participate in the proposed issue; or
• (b) might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities.
• However, the Company need not disregard a vote if:
• (c) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (d) 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.

NOTES:

• For the purposes of the Corporations Act 2001, the Company has determined that all securities of the $11$ Company recorded on the Company's register as at 7:00pm on 26 November 2008 will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.
• 1. A shareholder is entitled to attend and vote and 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. A proxy need not be a shareholder of the Company.
• 1. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions set out in the proxy form.

DATED this 24th day of October 2008 at Melbourne

By order of the Board

ึ อโบบ h

S Roberts Company Secretary

EXPLANATORY NOTES

Resolution 1 - Financial Accounts and Reports

The Corporations Act 2001 ("Corporations Act") requires the financial report (which includes financial statements, notes to the financial statements and Director's Declaration) the Director's Report and the Auditor's Report to be laid before the Annual General Meeting. The Constitution of the Company provides for these reports to be received and considered at the Annual General Meeting. There is no requirement either in the Corporations Act or the Constitution for shareholders to approve the financial report, the Director's Report or the Auditor's Report. Shareholders will be given reasonable opportunity to ask questions and to make comments on these reports.

A reasonable opportunity will be given to shareholders to ask the company's auditors PKF Chartered Accountants & Business Advisers questions relevant to:

• the conduct of the audit $\blacktriangleright$
• $\blacktriangleright$ the preparation and content of the auditor's report
• the accounting policies adopted by the Company in relation to the preparation of its $\blacktriangleright$ Financial Statements: and
• $\blacktriangleright$ the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to PKF Chartered Accountants & Business Advisers if the question is relevant to the content of PKF Chartered Accountants & Business Advisers' audit report on the conduct of the Company's financial report for the year ended 30 June 2008.

Resolution 2 - Re-election of non Executive Director

Lee Kum Wah joined the Board in 2006 in a non-executive capacity. He was trained at R.M.I.T Australia, graduating with a Bachelor of Business (Accounting) and has been involved in capital markets. His experience has focused on the operational processes of listed companies having served as CEO and alternate director in numerous publicly listed companies.

Mr Kum Wah was last elected at the 2006 Annual General Meeting. If re-elected he will continue as an independent non-executive director and be subject to retirement by rotation under the Company's Constitution.

Resolution 3 - Remuneration

The Company is submitting its remuneration report to shareholders for consideration and adoption by way of a non-binding resolution. The remuneration report is set out in Note 23 of the Annual Report.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting.

Resolution 4 - Appointment of Auditor

By way of letter to the Company dated 6 October 2008, the current auditor of the Company. PKF Chartered Accountants & Business Advisers, advised the Company that they have made an application to the Australian Securities and Investment Commission to resign as the Company's auditor, effective as of the date of this Annual General Meeting.

ASIC has consented to the application.

On compliance with all regulatory requirements, the Company will need to appoint a new auditor at the Annual General Meeting pursuant to section 327B(1) of the Corporations Act.

The Company has received the nomination of BDO Kendalls Audits & Assurance (NSW-VIC) Pty Ltd as auditor of the Company. The nominee has consented to the nomination. A copy of the Notice of Nomination is enclosed with the Notice of Annual General Meeting.

Resolutions 5 and 6 - Background to Resolutions

Listing Rule 7.1 provides that a company must not, without shareholder approval (but subiect to certain exceptions), issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option) if the number of those securities exceeds 15% of the number of fully paid securities on issue at the commencement of that 12 month period. Listing Rule 7.4 provides for the subsequent approval of issues of securities in certain circumstances.

The Shares which are the subject of Resolution 5 (Issued Securities) have already been issued. The Company seeks subsequent shareholder approval of the issues for the purposes of Listing Rule 7.4 and in accordance with Listing Rule 7.5.

The Shares which are the subject of Resolution 6 have not yet been issued as at the date of the Notice of Annual General Meeting, and the Company seeks shareholder approval for the purposes of Listing Rule 7.1.

Resolution 5 – Ratification of issue of shares

This Resolution proposes to seek shareholder ratification of the issue of the Issued Securities. the details of which are as described in the table below.

The Issued Securities were issued by way of placement to the subscribers named in the table. The terms on which the Issued Securities were issued are the same as the terms to which existing Shares listed on the ASX are subject.

The funds raised from the Issued Securities are being applied to meet the working capital requirements of the Company.

Resolution 6 - Issue of new shares

Under Resolution 6, shareholder approval is being sought, for the purposes of Listing Rule 7.1 and for all other purposes, to authorise the Company's board of directors to issue up to 15% of the number of Shares on issue at the time of the first new issue made in reliance on the Resolution on the following terms and conditions:

• The maximum number of new Shares authorised to be issued under this Resolution will $(a)$ be 15% of the number of Shares on issue at the time of the first new issue made in reliance on this Resolution during the period of three months after the date of the Annual General Meeting.

• The issue price of the new Shares will be at least 80% of the average market price of $(b)$ Shares trading on ASX over the last five days on which sales were recorded before the day on which the issue was made (or if there is a prospectus relating to the issue, over the last five days on which sales in the Shares were recorded before the date of the prospectus).

• The new Shares may be issued at the discretion of the directors to: $(c)$

  • persons who are not Related Parties or deemed to be Related Parties under the $(i)$ Listing Rules; or
  • persons who are Related Parties or deemed to be Related Parties under the $(ii)$ Listing Rules subject to shareholder approval being obtained for the purposes of Listing Rule 10.11.

• $(d)$ The date by which the new Shares must be issued shall be not more than three months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules).

• The Company may not necessarily issue the full complement of the new Shares and $(e)$ may issue a lesser number, on terms which are the same as the terms to which existing Shares of the Company listed on the ASX are subject.

• $(f)$ The Company may, at its discretion, issue and allot the new Shares progressively.

• $(g)$ The allottees are unknown to the Company at this stage and will be selected from persons known to the Company or persons affiliated with the Company. The Company may approach brokers to assist in procuring subscriptions.

• $(h)$ The Company will apply to ASX for, and will use its best endeavours to obtain, Official Quotation of all new Shares allotted and issued within the time required by the Corporations Act and the Listing Rules, but gives no assurance that such Official Quotation will be granted.

• The funds raised as a consequence of the issue (if any) of new Shares will be applied $(i)$ towards:

  • $(i)$ investment in and development of future opportunities that may arise; and
  • $(ii)$ working capital requirements of the Company.

NOTICE OF NOMINATION

17 October 2008

The Secretary Celtex Limited ("the Company") ABN 54 006 222 395 55 Brady Street SOUTH MELBOURNE VIC 3205

Dear Sir

Pursuant to Section 328B(1) of the Corporations Act 2001, I, TAN MINH TRAN, being a member of the Company, hereby give notice of the nomination of BDO Kendalls Audit & Assurance (NSW-VIC) Pty Ltd as auditor of the Company.

Yours faithfully

Tan Minh Tran

$\downarrow$