agri trade holdings limited for personal use only · 2015. 12. 1. · 1 . agri trade holdings...

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AGRI TRADE HOLDINGS LIMITED

AGRI TRADE HOLDING LIMITED

ACN 081 797 033

NOTICE OF ANNUAL GENERAL MEETING TIME: 11:00am (AEDT) DATE: 30 December 2015 PLACE Eakin McCaffery Cox Level 28, BT Tower 1 Market Street SYDNEY NSW 2000 This is an important document. If you are in any doubt as to how to act, you should consult your financial or legal adviser as soon as possible.

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TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at TIME: 11:00am (AEDT) DATE: Wednesday 30th December 2015 PLACE Eakin McCaffery Cox Level 28, BT Tower 1 Market 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 To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form: • post to Eakin McCaffery Cox, Level 28 1 Market Street, Sydney NSW 2000

[Attn Michael Stafford]; • send by facsimile to (02) 9261 5918 (within Australia) or +61 2 9261 5918

(outside Australia,) so that it is received not later than 11.00am (AEDT) on 24th December 2015. Proxy Forms received later than this time will be invalid. VOTING ELIGIBILITY 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 at 5.00pm (AEDT) on 24th December 2015.

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INIDICATIVE TIMETABLE Set out below is an indicative timetable relating to the proposed Acquisitions. All times are times in Sydney, New South Wales (AEDT) unless otherwise noted

The Company's Shares are currently, and will remain suspended from trading on the ASX, until the re-quotation of its Shares on the Official List as referred to within this Notice (“Re-quotation”). Accordingly, trading and deferred settlement will not occur until the suspension is lifted. The above dates are indicative only and may vary without notice. The Company reserves the right to vary the Closing Date without prior notice, which may have a consequential effect on other dates. As announced to the market on 9 September and again on 4 November 2015, the Company has been informed by the ASX, that in accordance with ASX Guidance Note 33, any company suspended from trading for a continuous period of 3 years as at 1 January 2014 will be removed from the ASX Official List on 1 January 2016, if the suspension is not

Event Date

Announcement of the Acquisition 26 November 2015

Lodgment of Prospectus with ASIC 14 December 2015

Opening of offer under the Prospectus 20 January 2016

Annual General Meeting to approve Acquisition 30th December 2015

ASX Informed of Shareholder approvals 30th December 2015

Last day to Register transfers on a pre-reorganisation basis

13th January 2016

First day for Company to send notice to shareholders of change of holdings as a result of reorganization. First day for Company to register securities on a post-reorganisation basis and for issue of holding statements

14th January 2016

Despatch date Last day for securities to be entered into the holders’ security holdings for the Company to send notice to each security holder.

21st January 2016

Closing Date of Offer under the Prospectus 14th February 2016

Anticipated date for Re-quotation 1st March 2016

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lifted by 31 December 2015 (“Deadline”). The Company's shares have been suspended from trading for in excess of 3 years and the Company faces automatic removal from the Official List if the suspension is not lifted by the Deadline. However, a company facing removal from the Official List may apply for an extension of this Deadline where:

• Having announced the transaction to market;

• Having signed definitive legal agreements for the transaction (including for any financing required in respect of the transaction);

• If the transaction requires a prospectus or product disclosure statement to be lodged with ASIC, having lodged that document with ASIC; and

• If the transaction requires security holder approval, having obtained that approval As stated in its announcement to the market on 4 November 2015, the Company intends to make an application to the ASX for extension of the Deadline. The Company believes it can meet the above criteria assuming Shareholder approval is given for the Acquisition Resolutions and the Prospectus is lodged before the Deadline.

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CHAIRMAN’S LETTER

1 December 2015

Dear Shareholder,

As you may be aware, the Company’s Shares have been suspended on the ASX since March 2009 owing to concerns about the Company’s financial position at that time (“Suspension”). Since then the Company has sought to find a suitable business to acquire so as to bring about removal of the Suspension.

As announced to the market on 26 November 2015, the Company has signed two Share Sale Agreements: one with over 90% of shareholders of Identity Verification Services Ltd, a company registered in Hong Kong (“IVS”) and the other with more than 90% of shareholders of My Verified ID Holdings Pty Ltd (ACN 602 660 999) (“MVH”).

The IVS shareholders (“IVS Vendors”) and the MVH shareholders (“MVH Vendors”) are the same persons and hold shares in these entities in the same proportions.

IVS provides identity verification services and has operations in Hong Kong, India, France and Australia and intends to extend its locations so as to match growth in demand for its services.

MVH owns the Patent in respect of computer implemented frameworks and methodologies for enabling identification verification in an online environment,” (US Patent No: 9,083,704 B2) dated 14 July 2014. The Patent is being exploited in order to provide the services at the website www.indentityverification.com Identity Verification Services Limited (incorporated in Hong Kong) owns the IVS software and platform.

Under the IVS Share Sale Agreement, the Company has agreed to acquire all the shares in IVS in consideration for $10 Million Australian Dollars (“IVS Purchase Price”). The IVS Purchase Price is payable as follows:

(a) the Company agrees to issue 10,000,000 Shares to each IVS Vendor in theirRespective Proportions at a deemed issue price of $0.50 per Share at Completionof the Share Sale Agreement, representing half of the Purchase Price (“IVS InitialShares”) and

(b) the balance of the Purchase Price shall, at the Company’s election, be paid in moreShares or cash equal to $5 Million (“IVS Balance Shares”), once IVS completesagreements that in aggregate deliver 500,000 Verifications which have a cost perVerification ranging from $1.00 each to $2.50 each, dependent upon what is beingverified (“Target”), by 30th September 2016.

The terms of the MVH Share Sale Agreement are substantially the same as the terms of the IVS Share Sale Agreement. The Shareholders of IVS and MVH are substantially the same.

Under the MVH Share Sale Agreement, the Company has also agreed to acquire all the

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http://www.indentityverification.com/

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shares in MVH in consideration for $10 Million (“MVH Purchase Price”). The MVH Purchase Price is payable as follows:

(a) the Company agree to issue 10,000,000 Shares to each MVH Vendor in theirRespective Proportions at a deemed issue price of $0.50 per Share at completionof the Share Sale Agreement, representing half of the MVH Purchase Price (“MVHInitial Shares”) and

(b) the balance of the MVH Purchase Price shall, at the Company’s election, be paid inmore Shares (“MVH Balance Shares”) or cash equal to $5 Million, upon the Targetbeing met by 30th September 2016.

The issue price for the IVS and MVH Balance Shares, if so issued shall be equal to the VWAP of the Shares over 10 trading days immediately prior to their issue of the IVS and MVH Balance Shares. If issuing MVH Balance Shares the Company will hold a meeting of shareholders to approve the share issue.

The acquisition of IVS and MVH on the terms of the respective IVS and MVH Share Sale Agreements (“Acquisitions”) is subject to:

(i) a number of approvals by Shareholders, contained in the attached Notice;

(ii) Re-quotation of the Company’s Shares within the Official List of the ASX; and

(iii) IVS and MVH Share Sale Agreements completing at the same time.

The Acquisitions represent a significant change in the present scale and business activities of the commercial undertakings of the Company and requires Shareholder approval in respect of such change in accordance with the ASX Listing Rules.

The Company has been in dialogue with the ASX about the Company’s readmission to the Official List of the ASX. The ASX previously advised the Company that it will need to identify and acquire a suitable asset or business and, in doing so, it would be prepared to readmit the Company to the Official List if the Company meets and complies with Chapters 1 and 2 of the Listing Rules.

The Company regards the Acquisitions as being suitable for this purpose.

The Board believes the Company’s proposed new direction provides investors with:

• A platform for investing in the exciting internet technology space with a business thatdelivers it services on a subscription fee basis via the internet “cloud computing”;

• A chance to participate in the expansion of a specialist identification business; and

• A liquid investment for Shareholders by reinstatement to trading on the ASX.

Soon after issue of this Notice, the Company intends to issue a Prospectus with a view to raising funds to support the New Activities and to facilitate the Re-quotation.

As previously stated in this Notice, the Company faces automatic removal from the Official

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List if the Suspension is not lifted by 31 December 2015 or an extension of this deadline is not granted by the ASX before then (“Deadline”). The Company believes it can be successful in seeking an extension of the Deadline if Shareholder approval is given for the Acquisition Resolutions.

Change of Activities As noted above, the Acquisition will result in a significant change in the nature and scale of the Company's activities from that of investing in advanced agriculture in China to the provision of identity verification services globally. Accordingly, the Company requires Shareholder approval under ASX Listing Rule 11.1.2 and must re-comply with Chapters 1 and 2 of the Listing Rules in order to have the Suspension lifted In this regard, the Company must issue a full form Prospectus under which the Company will be seeking to raise $7,500,000 through the issue of 15,000,000 New Shares at an issue price of $0.50 per New Share (“Capital Raising”). The Company requires Shareholder approval to undertake the Capital Raising and such is being sought in accordance with this Notice. Full details of the Capital Raising are provided in this Notice. The Company proposes to issue the Prospectus soon after the issue of the Notice. Effect of Acquisitions Based upon successful completion of the Acquisitions, the Company will: (a) Acquire up to 100% of the issued ordinary shares presently on issue in the

capital of IVS and MVH; and (b) use part of the proceeds from the Capital Raising to fund further growth

opportunities for the Company’s business. In the event that all of the Acquisition Resolutions are not approved by Shareholders: (a) the Company's Shares will very likely continue to be suspended from trading; ; (b) the IVS and MVH Share Sale Agreements will terminate; and (c) the Company will very likely be removed from the Official List in accordance

with ASX Guidance Note 33. No assurance can be given that any such alternative opportunities will be identified at this stage.

Based on the information available and having regard to the Independent Expert's Report, it would appear that the Acquisitions are in the best interests of the Shareholders. On that basis, the Board considers that the Acquisitions should be accepted by the Shareholders. The Company makes no representation or warranty whatsoever that the Acquisitions

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will actually enhance Shareholder value. The Company has not considered the situation of any particular Shareholder. Each and every Shareholder should make their own enquiries to satisfy themselves on all aspects of the Acquisitions. Details contained within this letter, the Notice, Explanatory Statement or Independent Expert’s Report does not constitute any representation by the Company. Before voting on the Acquisition Resolutions, Shareholders should consider the appropriateness of the Acquisitions having regard to their own objectives, financial situation and needs including any taxation consequences and carefully read the Independent Expert’s Report. The Directors of the Company recommend that Shareholders approve the Acquisition Resolutions contained within this Notice of Meeting and so enable the Acquisitions by the Company to proceed. I look forward to seeing you at the Meeting.

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NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Agri-Trade Holdings Ltd will be held at 11.00am (AEDT) on 30th December 2015 at the offices of Eakin McCaffery Cox of Level 28 BT Tower, 1 Market Street, Sydney NSW 2000. The Explanatory Memorandum to this Notice of Meeting forms part of the Notice and provides additional information on matters to be considered at the Meeting. In addition to assist Shareholders in their decision making process with respect to the Acquisition Resolutions to be tabled before them, the Explanatory Memorandum should be read in conjunction with the Independent Expert's Report prepared by K S Black and Co that is included as Annexure A. Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary. AGENDA ORDINARY BUSINESS Adoption of 2015 Annual Financial Report To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2015 which includes the Financial Report, the Directors' and Auditor's Reports. A. NON-BINDING RESOLUTION

1. Adoption of 2015 Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following non-binding resolution: "That, for the purpose 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 2015."

Voting Exclusion: In accordance with Section 250R of the Corporations Act, a vote on Resolution 1 must not be cast by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if that person is acting as proxy. The proxy form specifies how the proxy is to vote and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above or the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

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B. ORDINARY RESOLUTIONS

2. Approval for consolidation of shares To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That pursuant to section 254H of the Corporations Act, the total issued share capital of the Company be consolidated at a ratio of 1 ordinary share for every 5 ordinary shares currently on issue, rounded up to the nearest whole number, effective from the passing of this Resolution”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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 directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 3. Approval to Change the Nature and Scale of Activities To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

''That, subject to the passing of Resolutions 2, and 4 to 6, for the purpose of Listing Rule 11.1.2 of the ASX Listing Rules and for all other purposes, approval is given for the Company to make a significant change to the nature and the scale of its activities as described in the Explanatory Statement accompanying this Notice."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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 directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Acquisition of Identity Verification Services Limited

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

“That subject to the passing of Resolutions 2, 3, 5 and 6 for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the IVS Share Sale Agreement and for the Company to allot and issue 10,000,000 Shares to the IVS Vendors, post Consolidation, at a deemed issue price of 50 cents per Share and, subject to the election of the Company, the IVS Balance Shares in consideration for all their shares in Identity Verification Services Limited on the terms and conditions

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set out in the IVS Share Sale Agreement as described in the Explanatory Statement.”

The Independent Expert’s Report prepared by K S Black & Co is attached as Annexure A to this Notice of Meeting. The Expert’s Report was commissioned by the Directors to ensure that non associated Shareholders were given as much information as possible about the Acquisition. The Independent Expert’s Report comments on the fairness and reasonableness of this Acquisition to the non-associated Shareholders in the Company. The Independent Expert has determined that the Acquisition, the subject of Resolution 4, is NOT FAIR BUT REASONABLE to the non-associated Shareholders. Voting Exclusion: The Company will disregard any votes cast on this Resolution by a Vendor or any person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any associates of those persons. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 5. Acquisition of My Verified ID Holdings Pty Ltd


“That subject to the passing of Resolutions 2, 3, 4 and 6 for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the MVH Share Sale Agreement and for the Company to allot and issue 10,000,000 Shares to the MVH Vendors post Consolidation, at a deemed issue price of 50 cents per Share and subject to the election of the Company, the MVH Balance Shares in consideration for all their shares in My Verified ID Holdings Pty Ltd on the terms and conditions set out in the MVH Share Sale Agreement as described in the Explanatory Statement.”

The Independent Expert’s Report prepared by K S Black & Co is attached to Annexure A to this Notice of Meeting. The Expert’s Report was commissioned by the Directors to ensure that non associated Shareholders were given as much information as possible about the Acquisition. The Independent Expert’s Report comments on the fairness and reasonableness of this Acquisition to the non-associated Shareholders in the Company. The Independent Expert has determined that the Acquisition, the subject of Resolution 5, is NOT FAIR BUT REASONABLE to the non-associated Shareholders. Voting Exclusion: The Company will disregard any votes cast on this Resolution by a Vendor or any person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any associates of those persons. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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6. Issue of a Prospectus for the Capital Raising

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

“That subject to the passing of Resolutions 2 to 5 for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue 15,000,000 fully Shares at an issue price of 50 cents per Share to raise the sum of $7,500,000, post Consolidation, in accordance with the Prospectus on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any associates of those persons. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. Re-election of Mr Deepak Kumar as a Director To consider and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, subject to passing of Resolutions 2 to 6 in accordance with clause 13.4 of the Company's Constitution, Listing Rule 14.4 and for all other purposes Mr Deepak Kumar, who retires by rotation in accordance with the Company's Constitution, offers himself for re-election and is hereby re-elected as a director of the Company."

8. Approval of increase in fees to Non-Executive Directors


“That, subject to passing of Resolutions 3 to 6, for the purposes of Listing Rule 10.17 and for all other purposes, approval is given to increase the Non-Executive Directors aggregate fees total to an amount of $200,000.00 per annum.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director or their nominee and any of their associates or a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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9. Issue of Shares to Mr Malcolm Campbell


“For the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 19,500 Shares at a deemed issue price of 50 cents per Share to Mr Malcolm Campbell and or his nominee, post Consolidation, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Pecuniary Partners Pty Ltd, Malcolm Campbell or their nominee and any of their associates or any other person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons; and a person who is to receive securities of the Company; and their associates. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. Issue of Shares to Mr Deepak Kumar


“For the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 126,967 Shares at a deemed issue price of 50 cents per Share to Mr Deepak Kumar, post Consolidation, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Deepak Kumar or his nominee and any of his associates or any other person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons; and a person who is to receive securities of the Company; and their associates. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 11. Issue of Shares to Mr Ian Douglas Smith


“For the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 126,967 Shares at a deemed issue price of 50 cents per Share to Mr Ian Douglas Smith, post Consolidation on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ian Douglas Smith or his nominee and any of his associates or any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons; and a person who is to receive securities of the Company; and their associates. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 12. Issue of Shares to Mr David Ainsworth


“For the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 126,967 Shares at a deemed issue price of 50 cents per Share to Mr David Ainsworth, post Consolidation, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by David Ainsworth or his nominee and any of his associates or any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons; and a person who is to receive securities of the Company; and their associates. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 13. Issue of Shares to Mr David Sutton


“For the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 62,400 Shares at a deemed issue price of 50 cents per Share to Mr David Sutton, post Consolidation, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by David Sutton or his nominee and any of his associates or any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons; and a person who is to receive securities of the Company; and their associates. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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14. Issue of Shares to Mr Michael Ivkovic


“For the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 38,400 Shares at a deemed issue price of 50 cents per Share to Mr Michael Ivkovic, post Consolidation, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Michael Ivkovic or his nominee and any of his associates or any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons; and a person who is to receive securities of the Company; and their associates. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

15. Approve placement to Wirralee Property Trust


“For the purpose of ASX Listing Rule 7.4 and for all other purposes, approval is given to ratify and approve the placement of 1,472,603 Shares to Wirralee Developments Pty Ltd as trustee for Wirralee Property Trust.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Wirralee Developments Pty Ltd (ACN 138 344 340) as trustee for Wirralee Property Trust or its nominee and any of its associates or any person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons; and a person who is to receive securities of the Company; and their associates. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

C. SPECIAL BUSINESS

16. Change of Company Name

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

“That, subject to the passing of Resolutions 2 to 5, pursuant to Section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to “IVS Holdings Limited”.

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General Business

To consider any other business that may be brought forward in accordance with the Constitution of the Company or the Corporations Act.

By Order of the Board

Raymond Taylor Company Secretary 1 December 2015

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EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the Annual General Meeting of Agri-Trade Holdings to be held on 30th December 2015 at 11am (AEDT). The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company, which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting. This Explanatory Memorandum should be read in conjunction with the accompanying Notice and is a brief explanation of the matters for which Shareholder approval is sought in each Resolution. _________________________________________________________________________ ANNUAL FINANCIAL REPORT _________________________________________________________________________ The first agenda item is to receive the annual report of the Company for the year ended 30 June 2015. Section 317 of the Corporations Act requires the directors to lay before the Annual General Meeting the financial report, the directors' report (including the Remuneration Report) and the auditor's report for the last financial year that ended 30 June 2015. In accordance with sections 250S and 250SA of the Corporations Act, Shareholders present at the Annual General Meeting will be provided with a reasonable opportunity to: (a) ask questions or make comment to the Directors present on the management of the

Company and Remuneration Report; and (b) ask questions or make comment to the Auditor about the conduct of the audit and the

preparation and content of the Auditor's Report.

But no formal resolution to adopt the annual report will be put to the Shareholders at the Annual General Meeting. Shareholders who are unable to attend the Annual General Meeting are able to submit written questions to the Chairman about:

(a) The preparation and the content of the 2015 Auditor's Report;

(b) The conduct of the 2015 audit;

(c) Accounting policies adopted by the Company in relation to the preparation of the 2015 financial statements; and

(d) The independence of the Auditor in relation to the conduct of the 2015 audit The questions will need to be submitted no later than five (5) business days (no later than 22nd December 2015) before the Annual General Meeting to the Company Secretary at the Company's Registered Office.

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__________________________________________________________________________

GENERAL INFORMATION _______________________________________________________________________ A. Background Agri-Trade Holdings Limited (“Company”) is an Australian public company, listed on the Official List of the ASX. The Company was incorporated on 2 March 1998, and was admitted to the Official List on 3 December 2003. The Company's most recent business involved property investment in China associated with agriculture but was originally in the management of retirement villages. The Company’s Shares have been suspended from trading on the ASX since March 2009 owing to concerns about the Company’s financial position at that time (“Suspension”). Since then, the Company has sought to find a suitable business so as to seek to remove the Suspension. Where a company listed on the ASX, such as the Company, proposes a significant change in the nature or scale of its activities, approval by its shareholders must be obtained for such new activity in accordance with Listing Rule 11.1.2. Under the Listing Rules, the company must also engage the ASX about such change. The Company has in recent times been in dialogue with the ASX about the removal of the Suspension and re-admission to the Official List. The ASX has advised the Company that it will need to identify and acquire a suitable asset or business and in doing so, it would be prepared to re-admit the Company to the Official List, if the Company meets and complies with Chapters 1 and 2 of the Listing Rules. As announced to the market on 26 November 2015, the Company has signed a Share Sale Agreement with a majority of shareholders currently in excess of 80% and it is expected that all the remaining global shareholders of Identity Verification Services Limited, a company registered in Hong Kong (“IVS”), will sign also and that process is underway. IVS provide identity verification services and has operations in Hong Kong, India, France and Australia and intends to extend its locations so as to match growth in demand for its services. Under the IVS Share Sale Agreement, the Company has agreed to acquire all the shares in IVS in consideration for $10 Million Australian Dollars(“IVS Purchase Price”). The IVS Purchase Price is payable as follows: (a) the Company agree to issue 10,000,000 Shares to each Vendor in their respective

proportions at a deemed issue price of $0.50 per Share at completion of the Share Sale Agreement, representing half of the IVS Purchase Price (“IVS Initial Shares”) and

(b) the balance of the IVS Purchase Price shall, at the Company’s election, be paid in more

Shares or cash equal to $5 Million (“IVS Balance Shares”), once IVS completes agreements that in aggregate deliver 500,000 Verifications of individuals which have a

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cost per Verification ranging from $1.00 each to $2.50 each, dependent upon what is being verified,(“Target”) by 30th September 2016. A description of the verifications being sold is in Section D. IVS Business Summary, (vi) IVS Products and Services. The Target verifications do not include verifications done to date.

The terms of the MVH Share Sale Agreement are substantially the same as the terms of the IVS Share Sale Agreement. Under the MVH Share Sale Agreement, the Company has also agreed to acquire all the shares in MVH in consideration for $10 Million (“MVH Purchase Price”). The MVH Purchase Price is payable as follows: (a) the Company agree to issue 10,000,000 Shares to each MVH Vendor in their Respective

Proportions at an issue price of $0.50 per Share at completion of the Share Sale Agreement, representing half of the MVH Purchase Price (“MVH Initial Shares”) and

(b) the balance of the MVH Purchase Price shall, at the Company’s election, be paid in

more Shares (“MVH Balance Shares”) or cash equal to $5 Million, upon the Target being met by 30th September 2016.

The issue price for the IVS and MVH Balance Shares, if so issued shall be equal to the VWAP of the Shares over 10 trading days immediately prior to their issue of the IVS and MVH Balance Shares. If MVH balance shares are to be issued, the Company will hold a General Meeting of shareholders to approve the issue of shares. The acquisition of IVS and MVH on the terms of the respective Share Sale Agreements (“Acquisitions”) is subject to: (i) a number of approvals by Shareholders, contained in the attached Notice; (ii) Re-quotation of the Company’s Shares on the Official List; and (iii) IVS and MVH Share Sale Agreements completing at the same time. Under each of the IVS and MHV Share Sale Agreements, a number of approvals are being sought from Shareholders to give effect to the Acquisitions, which comprise Resolutions 2 to 6 and 16 in the Notice (“Acquisition Resolutions”). If the Company completes the Acquisitions, the Company will become the parent entity of IVS and MVH and it shall conduct the Business as from Completion. Having reviewed other investment proposals, the Directors are of the opinion that the Acquisitions meet the Board's criteria for new investments and represent a significant opportunity for Shareholders. In the event that none of the Acquisition Resolutions are approved by Shareholders: (a) the Company's Shares will very likely remain suspended from trading;

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(b) the IVS and MHV Share Sale Agreements shall terminate; and

(c) the Company will very likely be removed from the Official List in accordance with ASX Guidance Note 33.

As announced to the market on 9 September 2015 and again on 4 November 2015, the Company has been informed by the ASX that any company suspended from trading for a continuous period of 3 years as at 1 January 2014 will be removed from the ASX Official List on 1 January 2016, if the suspension is not lifted by 31 December 2015 (“Deadline”). The Company's Shares have been suspended from trading for in excess of 3 years and the Company faces automatic removal from the Official List if the suspension is not lifted by the Deadline. However, a company facing removal from the Official List may apply for an extension of this Deadline where:

• Having announced the transaction to market;

• Having signed definitive legal agreements for the transaction (including for any financing required in respect of the transaction);

• If the transaction requires a prospectus or product disclosure statement to be lodged with ASIC, having lodged that document with ASIC; and

• If the transaction requires security holder approval, having obtained that approval. As stated in its announcement to the market on 4 November 2015, the Company intends to make an application to the ASX for extension of the Deadline. The Company believes it can meet the above criteria assuming Shareholder approval is given for the Acquisition Resolutions and the Prospectus is lodged before then.

B Terms of Share Sale Agreement As stated previously in this Notice, the consideration to be paid by the Company under the IVS Share Sale Agreement for all the IVS Vendor Shares in IVS is $10 Million Australian Dollars (“IVS Purchase Price”). The IVS Purchase Price is payable as follows: (a) the Company agree to issue 10,000,000 Shares to each Vendor in their Respective

Proportions at a deemed issue price of $0.50 per Share at completion of the Share Sale Agreement, representing half of the Purchase Price (“IVS Initial Shares”) and


Shares (“IVS Balance Shares”) or cash equal to $5 Million, once IVS achieves the Target by 30th September 2016

Under the MVH Share Sale Agreement, the Company has also agreed to acquire all the shares in MVH in consideration for $10 Million (“MVH Purchase Price”). The MVH Purchase Price is

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payable as follows: (a) the Company agree to issue 10,000,000 Shares to each MVH Vendor in their Respective

Proportions at a deemed issue price of $0.50 per Share at completion of the Share Sale Agreement, representing half of the MVH Purchase Price (“MVH Initial Shares”) and


more Shares (“MVH Balance Shares”) or cash equal to $5 Million, upon the Target being met by 30th September 2016.

The issue price for the IVS and MVH Balance Shares, if so issued shall be equal to the VWAP of the Shares over 10 trading days immediately prior to their issue of the IVS and MVH Balance Shares. The Target under the Share Sale Agreement is upon IVS completing agreements that in aggregate deliver 500,000 Verifications of identities which have a cost per verification ranging from $1.00 each to $25.00 each, dependent upon what is being Verified. The 500,00 verifications does not include verifications done to date. A description of the verifications being sold is in Section D. IVS Business Summary (vi) IVS Products and Services. The IVS and MVH Share Sale Agreements are subject to the following Conditions Precedent being met: (a) Acquisition Resolutions being approved of by Shareholders; (b) Re-quotation; and (c) both IVS and MVH Share Sale Agreements occurring at the same time occurring by the End Date, being 31 March 2016. If they are not met by the End Date, then, unless the IVS and MVH Share Sale Agreements are varied by the Parties or a Condition Precedent is waived by the MVH or IVS Vendors, the IVS and the MVH Share Sale Agreement shall each terminate. The IVS and MVH Vendors have provided the usual title warranties in respect of their IVS and MVH Vendor Shares. They have each warranted that none of them are Associates of each other. Each of the IVS and MVH Vendors, who are the same, has also warranted that it does not require a disclosure document as it falls within a class or classes of investor exemptions contained in section 708 of the Corporations Act. Following the issue of: (a) the Prospectus Shares, ; (b) the Shares contemplated by this Notice to the Directors and officers of the Company ,

totaling 501,200 Shares at an issue price of 50 cents per Share (described in Resolutions 9-14);

(e) 88,185 Shares to Wirralee; and

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(f) 4,000,000 shares to Venture Capital Fund Australia Limited as part of the allocation of shares from 2 of the IVS and/or MVH vendors.

at or prior to Completion and all on a post Consolidation basis, each IVS and MVH Vendor will hold Shares in the percentages in the Company as at Completion and following the Capital Raising as set out in the table below (Table 1):

Name of Vendor % of Shares Number of Shares

Number of AGH Shares for IVS and MVH Initial

Shares (20M

Shares in total

% of AGH Shares at

Completion (Subscription $7.5 Million)

IVS MVH IVS MVH

CLAIRE ANDREWS 2.50% 3.66% 10,000,000

10,000,000 615,779 1.51%

ANDREW PAPPAS 0.63% 0.91% 2,500,000

2,500,000 153,945 0.38%

ASSURE WORLDWIDE PTY LTD 0.50% 0.73%

2,000,000

2,000,000 123,156 0.30%

PIMBOR PTY LTD 0.31% 0.46% 1,250,000

1,250,000 76,972 0.19%

TANDEM CAPITAL PTY LTD 0.30% 0.44% 1,200,000

1,200,000 73,894 0.18%

BRYCE BENNETT 0.10% 0.15% 400,000

400,000 24,631 0.06%

PATRICK B FAZZONE 0.10% 0.15% 400,000

400,000 24,631 0.06%

ALAIN BARATAUD 0.10% 0.15% 400,000

400,000 24,631 0.06%

NICHOLAS HANSEN 0.05% 0.07% 200,000

200,000 12,316 0.03%

BOND STREET (AUS) PTY LTD 0.05% 0.07%

200,000

200,000 12,316 0.03%

JOHN RATCLIFF 1.25% 1.83% 5,000,000

5,000,000 307,890 0.75%

Dr. Joseph P. Paredes and Diana Robles 0.13% 0.18%

500,000

500,000 30,789 0.08%

INVIGOR GROUP LIMITED 10.00% 10.00% 40,000,000

27,338,889 2,000,000 4.89%

FREI FREI PTY LTD 0.25% 0.37% 1,000,000

1,000,000 61,578 0.15%

BLUE DRAGON DIGITAL GROUP LIMITED 31.49% 48.47%

125,975,000

132,500,000 6,893,678 16.86%

NANOTECHNOLOGICS HOLDINGS LIMITED 31.49% 32.01%

125,975,000

87,500,000 5,452,217 13.34%

PETER HSU 0.25% 0.37% 1,000,000

1,000,000 61,578 0.15%

PjG Gibbons Pty Ltd 0.50% 0.00% 2,000,000 - 50,000 0.12%

Venture Capital Fund 20.00% 0.00% 80,000,000 - 4,000,000 9.79%

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100.00% 100.00% 400,000,000

273,388,889 20,000,000 48.93%

* Venture Capital Fund Australia Limited is a vendor of IVS shares but not MVH Shares. The

Venture Capital fund is receiving a success fee equal to 10% of the consideration paid by AGH, this success fee is being paid out of the entitlements of Blue Dragon Digital Group Limited and Nanotechnologics Holdings Limited.

The table below sets out the number of Shares that will be held by the IVS and MHV Vendors and their respective Voting Power in the Company in the event the IVS and MVH Balance Shares are issued to them and assuming they have not sold any of their Shares and no other Shares have been issued up the date of their issue (Table 2).

Name of Vendor Number of shares in AGH

% of Shares (Voting Power in AGH)

CLAIRE ANDREWS 1,231,559 2.02% ANDREW PAPPAS 307,890 0.51% ASSURE WORLDWIDE PTY LTD 246,312 0.40% PIMBOR PTY LTD 153,945 0.25% TANDEM CAPITAL PTY LTD 147,787 0.24% BRYCE BENNETT 49,262 0.08% PATRICK B FAZZONE 49,262 0.08% ALAIN BARATAUD 49,262 0.08% NICHOLAS HANSEN 24,631 0.04% BOND STREET (AUS) PTY LTD 24,631 0.04% JOHN RATCLIFF 615,779 1.01% Dr. Joseph P. Paredes and Diana Robles 61,578 0.10% INVIGOR GROUP LIMITED 4,000,000 6.57% FREI FREI PTY LTD 123,156 0.20% BLUE DRAGON DIGITAL GROUP LIMITED 13,787,356 22.65% NANOTECHNOLOGICS HOLDINGS LIMITED 10,904,433 17.91% PETER HSU 123,156 0.20% PjG Gibbons Pty Ltd 100,000 0.16% Venture Capital Fund Australia Limited* 8,000,000 13.14% Total 40,000,000 65.71%

* Venture Capital Fund Australia Limited is a vendor of IVS shares but not MVH Shares. The Venture Capital fund is receiving a success fee equal to 10% of the consideration paid by AGH, this success fee is being paid out of the entitlements of Blue Dragon Digital Group Limited and Nanotechnologics Holdings Limited.

In assessing the value for the Acquisitions, the Board had regard to the following matters: • The Board has negotiated the purchase of the Business and Assets of IVS and MVH to be

$10 million dollars each

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• Each Acquisition was negotiated favourably by the Board for the benefit of existing Shareholders.

• IVS and MVH Management have significant experience in the identity verification

market backgrounds. In addition, the Board, in the interests of providing as much information to Shareholders as possible and to promote transparency, has commissioned an Independent Expert’s Report by the Independent Expert on the Share Sale Agreement. A copy of this Report is attached to Annexure A of the Notice. In essence the Independent Export states that the Acquisition is NOT FAIR BUT REASONABLE to non-associated Shareholders. Completion of the Share Sale Agreement is subject to the Company's Shareholders approving the Acquisition Resolutions by 31 March 2016 (this date is able to be extended by agreement between the parties)

Pro-forma balance sheet

An unaudited pro-forma Balance Sheet for the Company incorporating the effect of the Acquisition, Capital Raising and other matters is attached in Annexure B to the Notice.

Advantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder's decision on how to vote on the proposed Acquisition Resolutions: • By approving the change of nature, the Company can focus on developing and

expanding the Business involving the provision of identity verification services globally; • The Acquisitions and Capital Raising provides an avenue for the lifting of the

suspension of the Company's Shares and their Re-quotation on the ASX, therefore providing Shareholder liquidity;

• By changing focus and making this clear, there will no longer be confusion in the

market as to the intentions of the Company; • The Business represents a significant opportunity for the Company; • The Board including IVS and MVH management will provide an experienced and

balanced set of skills to guide the growth of the Company; • The Acquisitions provide the Company with a clear strategic direction. This provides

a more marketable position for a Shareholder than holding shares in a dormant company with no clear strategic direction, as is the present case with the Company; and

• The continuing viability of the Company as a going concern depends on identifying

suitable opportunities which will sustain a viable business. The Acquisitions present such an opportunity and as such, the Acquisitions will seek to enable the Company to

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continue as a going concern. The Company believes these benefits and synergies will enhance the potential for additional value creation for all Shareholders.

Disadvantages of the Acquisitions The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder's decision on how to vote on the proposed Acquisition Resolutions: • The Company will be changing the nature of its activities to become a provider

identity verification services within a global marketplace, which may not be consistent with the objectives of Shareholders and may reduce the possibility of alternative directions for the Company;

• Approval of Acquisition Resolutions 2 to 6 will result in the issue of the New Shares

namely the IVS and MVH Initial Shares and if the Target is met, the possible issue of the IVS and MVH Balance Shares, which will have a substantial dilutionary effect on the holdings of Shareholders and reduce their control of the Company; and

• There are many risk factors associated with the change of nature of the Company's

activities. Some of these risks are set out below.

Risks relating to the Change in Nature and Scale of Activities An investment in the Company is not risk free and Shareholders should consider the risk factors described below, before deciding whether to vote in favour of the Acquisition Resolutions. The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed. • Re-quotation of Shares on ASX

As the Company has no recent involvement in the identity verification industry, the Acquisition constitutes a significant change in the nature and scale of the Company's activities. In order for the Company’s Shares to be re-quoted on the ASX, the Company will need comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List.

There is a risk that the Company may not be able to meet the requirements of the ASX for the Re-quotation of its Shares on the ASX. Should this occur, the Shares will not be able to be traded on the ASX until such time as those requirements can be met, if at all.

As announced to the market on 9 September and 4 November 2015, the Company has been informed by the ASX that any company suspended from trading for a continuous period of 3 years as at 1 January 2014 will be removed from the ASX Official List on 1 January 2016, if the suspension is not lifted by 31 December 2015 (“Deadline”).

The Company's Shares have been suspended from trading for in excess of 3 years and the

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Company faces automatic removal from the Official List if the suspension is not lifted by the Deadline. Consequently, if the Acquisition Resolutions are not approved before the Deadline, then it is likely that the Company will be removed from the Official List as per ASX Guidance Note 33.

• Conditions Precedent The Acquisitions are subject to the Acquisition Resolutions being approved by Shareholders, Re-quotation of the Company’s Shares on the ASX and the IVS and MVH Share Sale Agreements completing at the same time (Conditions Precedent).

If the Conditions Precedent are not satisfied or waived by the IVS or MVH Vendors or terms of the applicable IVS or MVH Share Sale Agreement are not varied by 31 March 2016 then, the Acquisitions may not proceed, in which case the Company will likely be removed from the Official List in accordance with ASX Guidance Note 33.

• International operations

The Company's prime business will, post Completion, operate throughout the world. International operations are subject to a number of risks, including:

a. potential difficulties in enforcing agreements; b. potential difficulties in protecting intellectual property; c. restrictive governmental actions, such as imposition of trade quotas, tariffs and

other taxes.

Any of these factors could materially and adversely affect the Company's business, results of operations and financial condition.

• Foreign exchange

Expenditure will be required in US dollars, Australian Dollars, Euros and potentially other currencies

In the future a proportion of the Company's revenues, cash inflows, other expenses, capital expenditure and commitments may be denominated in foreign currencies. To comply with Australian reporting requirements the income, expenditure and cash flows of the Company will need to be accounted for in Australian dollars. This will result in the income, expenditure and cash flows of the Company being exposed to the fluctuations and volatility of the rate of exchange between other currencies and the Australian dollar, as determined in international markets.

• Competition

The Company will, post Completion be operating in a very competitive market and there is the risk that the Company will not be able to continue to compete profitably in the competitive industry in which it is about to operate. The potential exists for the nature and extent of the competition to change rapidly, which may cause loss to the Company.

• Operating Risks

The operations of the Company post Completion, may be affected by a range of factors, including:

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By way of a global search on Google, My Verified ID (MVID) and Online Identity Verification as a service, both MVID Technology and IVS rank in the top 10 from a retail perspective however, IVS, in providing white label versions of IVS either embedded within an existing website or stand-alone, as licensing to a wholesale market is a new initiative and therefore does not have a long trading history. Licensing is well advanced in Australia, India, France and the United States either as reseller opportunities or own use verification within major corporations and banks. Therefore revenues at this stage from these segments are not being brought to account as sales until the licensing regime is completed. This growth requires working capital and the ability to service this demand will be subject to a successful capital raising otherwise the Company may encounter cash flow issues. MVH holds all the intellectual Property such as the MVID and IVS brands, trademarks and Patent/s whether granted or subject to grant. Therefore the risk may be one of completion should patents such as the recently granted US Patent cannot be guaranteed in all countries that are members of the Patent Cooperation Treaty.

General Risks • Counterparty risk

As part of the Company's commercial activities, the Company will be a party to, and enter into, various contracts with third parties for the supply of products and services, sales contracts and financial instruments, amongst other things. An inability of counterparties to meet their commitments under such contracts may have an impact on the Company's financial position.

• Reliance on key management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on senior management and key personnel of IVS and MVH. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment with those entities.

• Additional requirements for capital

The continued operations of the Company are dependent on its ability to obtain financing through debt and equity financing, or generating sufficient cash flows from future operations. There is a risk that the Company may not be able to access capital from debt or equity markets for future projects or developments, which could have a material adverse impact on the Company's business and financial condition.

• Industrial and personnel risk.

Interruptions at the Company's facilities, arising from industrial disputes, work stoppages and accidents may result in losses and delays, which may adversely affect the financial position and performance of the Company.

The Company may also have difficulty attracting and retaining staff with specialised skills necessary for the operation of the Company's businesses, particularly in regional locations. A failure to attract and retain such staff may adversely affect the financial performance of the Company.

• Dividends

The Company's future dividend levels will be determined by the Board having regard to

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financial results and the financial position of the Company. There is no guarantee that any dividend will be paid in the future.

• Insurance risks

IVS maintains insurance for certain activities within ranges of coverage that it believes to be consistent with industry practice and having regard to the nature of activities being conducted. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company post Completion.

• Market risk and interest rate volatility

From time to time, the Company may borrow money and accordingly will be subject to interest rates which may be fixed or floating. A change in interest rates would be expected to result in a change in the interest cost to the Company and, hence, may affect its profit.

• Share market

There are general risks associated with any investment and the share market. The price of Shares on the ASX may rise and fall depending on a range of factors beyond the Company's control and which are unrelated to the Company's financial performance. These factors may include movements on international stock markets, interest rates and exchange rates, together with domestic and international economic conditions, inflation rates, investor perceptions, changes in government policy, commodity supply and demand, government taxation and royalties, war, global hostilities and acts of terrorism.

• Liquidity risk

There is no guarantee that there will be an ongoing liquid market for the Company's Shares. Accordingly, there is a risk that, should the market for Shares become illiquid, Shareholders will be unable to realise their investment in the Company.

Investment speculative The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the Company's Shares.

Effect on Capital If all of the Resolutions are passed and the Shares are issued in accordance with the Resolutions and the Capital Raising is successful the capital of the Company will change as set out below: (i) If Subscription achieved ($7.5M) post Consolidation (Table 3)

Shares Number of Shares % at Completion Shares on issue at date of Notice 22,688,178 N/A Shares on issue after consolidation 4,537,636 11.10% Shares to Directors 501,200 1.23% Placements to fund transaction 838,185 2.05% IVS and MVH Initial shares 20,000,000 48.93%

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$7.5 Million subscription 15,000,000 36.7% Totals 40,877,021 100.00%

(1) Note as to Venture Capital Fund Australia Limited (VCFA): (i) the Shares to Venture are subject to Completion occurring on the terms of a Mandate

Agreement between VCFA and IVS and MVH dated 20th November 2015; and (ii) A director of VCFA is Malcolm Campbell, who is also a director of the Company. The

Company does not regard VCFA as a Related Party on the basis that Mr Campbell does not control VCFA within the meaning of the Corporations Act. He is one of only 4 directors and has a relevant minority equity interest of 10% in VCFA.

The table below set out the impact of the issue of the IVS and MVH Balance Shares (should the Board elect to do so under the IVS and KVH Share Sale Agreements) post Completion on the Company’s Share capital, but subject to the Corporations Act and Listing Rules: (a) Subscription – if Target achieved

(Table 3)

Shares Number of Shares

% at Issue of IVS and

MVH Balance Shares

Shares on issue at date of Completion 40,877,021 48.93

IVS and MVH Balance Shares (assuming Board elects to issue such Shares and the issue price based on 10 day-VWAP is equal to 50cents per Share)

20,000,000 65.71

Total 60,877,021 100.0%

Funds If all the Resolutions are passed and the funds are raised in accordance with the Capital Raising, the cash position of the Company will change as set out in Table 5 below. The Company intends to use the funds raised from the Capital Raising as working capital and to fund expansion and growth of the Business. It is intended to apply the funds as set out in Tables 8 and 9 below. Table 4 Cash Position Description Subscription

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Cash Reserves (approximate) Nil Proceeds from the Offer $7,500,000 Total funds available $7,500,000 Table 5 Use of Funds Raised

ACTIVITY Year 1 ($) Year 2 ($) Total ($) Administration, Compliance, Directors 650,000 650,000 1,300,000 Working Capital

Marketing 1,000,000 1,000,000 2,000,000 Patent registrations/enforcement 500,000 100,000 600,000 Product development 620,000 300,000 920,000 Repayment of debt 1,350,000 380,000 1,730,000 Costs of fund raising 950,000 950,000 Total Funds Applied 5,070,000 2,430,000 7,500,000

The above budget is indicative only. As with any budget, intervening events and changed circumstances may alter the way funds are ultimately applied. C. Overview of IVS and MVH (i) IVS In a global environment where security breaches, financial fraud, terrorism and identity theft are becoming an almost daily occurrence, Governments and commercial entities the world over are constantly battling the devastating after effects associated with these events. Identity Verification Services (IVS) believes that prevention is the only simple answer. IVS has been more than seven years in the making and through its team of IT security specialists has created a global platform of custom built ID verification and online security to be delivered via a white label, business and distribution model. Pricing, margins additional updates and new product offerings will all be pushed through a central server updates, rather than installation as a preventive measure to assure the collective protection of customers, citizens and employees. The IVS platform offers verification products such as Drivers Licence, ID Card, Passport, Auditory, Digital Signature, Document Variations and the patented IVS Biometric Facial Comparison and Verification. IVS offers all verification products as a subscription service and delivery is achieved via secure cloud computing technology. The Company’s technology, methodology, and business model are unique with major points of differentiation and significant competitive advantages over other companies in the field, which is relatively small and fragmented, considering the rapid growth within this industry segment. The White Label Licensees are able to provide services through their own online stores powered by IVS technology. The licensees are authorised through contractual agreement to onsell IVS verification services under their own branding. The licensee regions can be

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industry, country or globally based which in turn generates global market share for IVS without the marketing costs. The IVS product suite has been developed around the security needs of the internet including protocols such as: KYC - Know Your Customer PEP - Politically Exposed Person AML - Anti Money Laundering IVS has entered into a Heads Of Agreement (HOA) with the French Company “Prologue” which is public listed in France. Prologue supplies highly secure cloud computing to European Banks and the HOA will allow Prologue to deliver IVS products to Prologue clients and their customers. It is expected that the HOA will be formalised within four weeks from the date of this notice. (ii) MVH My Verified Holdings Pty Ltd holds all the Intellectual Property that underpins IVS and its customers. This includes patents, brands, software source code, trademarks and all filings in respect of global patent applications and extensions. MVH owns the US Patent that was granted on 14th July 2015. MVH derives income via royalty payments pursuant to the licensing activities undertaken by IVS. The royalty payment will be from IVS to MVH. The royalty payment is set to cover the costs of MVH. Both IVS and MVH will be owned by the Company after Completion of the transaction. The income of the group will be generated by IVS dealings with customers. (iii) Development Background Development started as My Verified ID (MVID) in 2009 and by December 2012, had reached sufficient completion to allow for the lodgment of patent applications. The first patent to be granted was the US patent on 14th July 2015. During that period, MVID research and development involved discussions with numerous sources of information gathering that was being assembled or culminated so as to be able to provide identity verification via secure cloud computing. This led to a new phase of development whereby a platform would be developed using state of the art programming language so as to deliver identity verification services via cloud computing that can operate using bank standards encryption and on any computer hardware or device. This was perfected in September 2015 and that platform is branded IVS.

(iv) Database Access Currently, the platform/technology sources its database access from the following companies until such time as it generates sufficient volume to buy directly from Governments which is where these suppliers obtain the information from:- IDchecker/Mitek – Public Listed Company USA Skipmax – Background checks - USA Veda Australia (Public Listed Company – Australia) GB Group – Public Listed Company – London Onfido – covers 35 countries Verif Identity – New Zealand Credit Works –Global Credit Reporting Stripe and PayPal – Online payment gateway verification

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Nexmo – SMS verification Comodo – SSL Certificate Verification. D. IVS Business Summary The Company’s vision and mission is to provide technology, products and services that allow businesses, enterprises, government agencies, web developers and in general to any organisation requiring to take control of their compliance and fraud issues. Who Needs Verification?

Employing people

Check people Identity Online criminal record checks

Driving licence check Employee screening

Managing risk

Know who you can trust Identity verification

Credit risk management Friction free compliance

Registering new customers Get people on board with their true

identity Data validation

Client Authentication

Fighting fraud

Detecting application fraud Identity fraud management

Financial transactions Claims fraud

Employee screening

COMPLIANCE IS INCREASING EXPONENTIALLY the demand for identity verification and document authentication. With a world population of over 7 billion individuals, governments and businesses are continuously developing, adopting and implementing new policies designed to address security and protect individuals against identity theft, online frauds and criminal activities.

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(i) Getting to Market

To sell its services IVS has adopted a “White Label” distribution that provides licensees the ability to leverage from the IVS platform without the prohibitive time and investment required to re-build a verification platform. The objectives are to sign as many organisations as possible in the shortest possible time. Each white label will be targeted for having a strong presence in each of the targeted countries. Typically, the organisation purchases the rights in one country but could have many countries. In very large countries such as China, India or the USA rights may be given on a per state basis in order to maximise the market penetration. The key benefits for the white labels licensees are: Creating new market opportunities Distributed under their own Brand – “whitelabel.com” Leveraging from their existing sales force and clients Generating new revenues Providing existing clients added value benefits Being at the forefront of one of the biggest market in the world

The key benefits for IVS: Leverage from Licensees sales force and clients Low acquisition cost Profitable profit share model Small infrastructure requirements

The White Label licensees are able to provide the services through their own online store powered by IVS technology, enabling them to instantly deliver the API’s codes and plugins to their clients. Revenues The revenues are generated from: Perpetual License Fees (White Label License) Annual Maintenance Fees Royalty fees from the sales of products on the White Label platforms Various Technology setup fees for bespoke solutions

(ii) Supporting our Clients

IVS has implemented an online support platform using Jira from Atlassian and is able to support the white label licensees through its own code management and support platform that includes a fully fledge online codes and sample coding, online enquiry and request management. IVS has developed a training program and assign to white labels an account manager. The Company does not envisage having a very important support requirement but it is vital to IVS to provide an excellent customer service, so additionally to the online platform, a support team will be recruited and trained to provide 24/7 phone support. Marketing, Communication and PR

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It is the Company’s intention to initially concentrate its marketing, communication and public relations efforts on securing priority distribution partners. IVS estimates it will take approximately six to twelve months before it secures enough key accounts through its distribution network of White Labels and then start a marketing offensive to raise the brand awareness to professional organisations. When the Company intends to retain highly experienced and qualified internet, digital and social media advertising, marketing and public relations firms and agencies to implement an effective, coordinated mixed communication. IVS is currently proactive on the following social media: Google + page Facebook page Twitter page Support website YouTube Video channel

With a total audience in excess of 12,000 followers

(iii) Targeted Countries This section is designed to provide an understanding about the size of the market as almost every citizen will need to be KYC many times during their adult life. IVS will endeavour to sign up “White Label” distributors in each country with the following guidelines:

1. Countries or states above 20 million may have multiple “White Labels” distributors. 2. Small size countries or states with a population below 10 million may be sold to the

same “White Label” distributor.

(iv) Senior Management of IVS

IVS existing management team is comprised of experienced executives with strong backgrounds in new product development, practical IT software knowledge and application, finance, administration, sales, and marketing. External consultants are also bringing a wealth of knowledge that makes the company in a strong position. Didier Grossemy – Co Founder & CEO For the last 23 years Didier has been at the forefront of Internet technology and digital marketing, designing and engineering Internet solutions. From a creative and advertising background, Didier embraced the Internet almost right at the start and initially built from a few people one of the most successful web and technology agency in Australia with over 140 full time staff that was later sold to Pink Roccade BV of the Netherlands, providing investors a 400% return on their investment. Rodolphe Belin – Co Founder & COO Rodolphe has extensive knowledge, experience and expertise in management, administration and operations. Through the past 10 years, Rodolphe has been involved in many companies as Executive and Non-Executive Director, shareholder, Consultant in charge of Development Projects, Corporate Restructuring, IT Companies and Consulting Assignments across diverse industries. Rodolphe holds a Bachelor of Economics and a Master in Business and Finance from the prestigious French University of Paris IX Dauphine.

(v) Technology, Design and Software Division

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IVS’s core technology division is based in Hyderabad (India). The Company’s design and user interface teams are based in Australia and France. The division includes: System architects Graphic designers User Interface (UI) designers Ruby on Rails (RoR) programmers Mongo DB programmers Security and scalability engineers

(vi) IVS Products and Services and pricing

To achieve the mission IVS’s has built a technology platform that allows instant delivery of: AML Identity Verification KYC Identity Document Verification KYC Identity Document & Biometric Face Match KYB International Commercial Credit Report Face Biometric AUTHENTICATION Voice Biometric Authentication Email Verification Mobile Phone Verification Social Media Verification International Commercial Credit Reporting Enhanced Due Diligence International PEP Check International Sanctions Check Verified Digital Signature

As listed above the verifications include KYC – Know your Customer, AML – Anti-Money Laundering, PEP – Politically Exposed Persons and email source/ownership, text message generation, mobile phone ownership etc. All verifications permitted in each country address the Privacy Act’s within each jurisdiction. The pricing of the products is from $0.25 to $2.50 depending on the type of verification.

(vii) Corporate & Legal Distribution Structure of IVS Holdings Limited To sell its services IVS has adopted a “White Label” distribution that provides licensees the ability to leverage from the IVS platform without the prohibitive time and investment required to re-build a verification platform.

(viii) Customers and Income generation Currently, IVS has started sales of White Label instances of IVS which are either stand-alone as a reseller or that are embedded within a company or government website behind their security regime. In all cases, all outside connectivity occurs via an encrypted Application Interface (API). A White Label Client of IVS is World ID www.worldidverification.com and World ID operates in Australia under a license with IVS and one of its customers is Vodafone. In terms of imbedded White label Clients, current government negotiations include the Australia Federal Police and companies include Optus.

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As part of this process IVS are going through the ISO9001 process so that multiple Australian government departments can purchase White Label Solutions directly from IVS and not via resellers that are already ISO compliant. IVS has several Australian clients but for commercial confidentiality reasons cannot name them publicly in this document. One of these clients is buying 12,000 verifications from IVS over the next 2 years (not counted in the Target verfications). Another client has embedded the product in the cloud software solution they are selling to their clients. Income from the business is earned in 2 ways. Direct verifications sold by IVS. These are high margin sometimes having zero cost or only small costs of less than dollar. In terms of White label customers they will either pay a fixed price per verification (eg a Telco embedding the system in their software verifying a customer is who they say are) or a royalty. The royalty is set at recoupment of any direct cost plus a percentage (usually 35%) of the gross income of the transaction. Royalty income is the model proposed to be received from resellers of the system. Unaudited accounts for the 12 months to June 2015 show that revenues from sales was only $23,000. Current income for IVS from sale of verifications is growing but is still less than $20,000 per month. The current sales goal of IVS is to establish 22 White Label sites globally with the next 9 months and it is from these sales, that they believe that they will meet their Target.

E. Directors' Recommendation The Directors unanimously recommend the Acquisitions and recommend that Shareholders approve all of the Resolutions. Based on the information available, including that contained in this Explanatory Statement and the risks outlined above, all of the Directors consider that the proposed Acquisitions are in the best interests of the Shareholders as it provides a unique opportunity to participate in the identity verification market with an experienced management team. The Directors have approved the proposal to put the Resolutions to Shareholders and have approved the information contained in this Explanatory Statement. If the Acquisition Resolutions are not approved at the Meeting, then it is most likely that the Company will be removed from the Official List. The Directors recommend and believe that it is in the best interests of the Company and Shareholders that Shareholders approve the Resolutions set out in the Notice as this will enable the Company to change its activities to the provision of identity verification services which will provide Shareholders with: • A platform for providing services in the emerging identity verification market;

• A chance to participate in the expansion of the Business where IVS; and

• Investor liquidity provided by the Re-quotation of the Company’s Shares on the ASX.

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SPECIFIC INFORMATION ON EACH RESOLUTION RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT In accordance with Section 250R(2) of the Corporations Act at a listed company's Annual General Meeting, the Board is required to present the Company's Remuneration Report so that it can be put to a vote before the shareholders for adoption. Section 300A of the Corporations Act specifies certain information that needs to be included in the Remuneration Report of the Company's annual report. The Remuneration Report is set out within the Directors' Report of the Company's annual report for the year ended 30 June 2015. The Directors' Report also contains biographical details of the Directors, including their qualification and experience. The Remuneration Report: • sets out the remuneration arrangements for each Director and for each of the KMP of the

Company; and • explains the Board's policies in relation to the objectives and structure of

remuneration. The Chairman will allow a reasonable opportunity for discussion of the remuneration report at the Annual General Meeting. The Remuneration Report is for consideration and adoption by way of a non-binding resolution. The vote on this Resolution is advisory only and does not bind the Directors of the Company to the outcome passed. A failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report and the Board will take into account the outcomes of the votes when considering the future remuneration arrangements of the Company. If Shareholders choose to appoint a proxy they are encouraged to specify how the proxy is to vote on Resolution 1. If Shareholders appoint the Chairman as their proxy, and they do not direct how the Chairman is to vote on Resolution 1 on the proxy form they are taken to expressly authorise and acknowledge that the Chairman will exercise their proxy, in line with his stated intention, even if he has an interest in the outcome of the resolution. The Chairman of the Meeting intends to vote undirected proxies that are able to be voted, in favour of the adoption of the Remuneration Report.

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RESOLUTION 2 - APPROVAL FOR CONSOLIDATION OF COMPANY SHARES 2.1 Background The Company proposes to consolidate the Company’s share capital through the conversion of every three and a half ordinary shares into one ordinary share (the “Consolidation”). The Corporations Act 2001 provides that a company may consolidate its shares if the consolidation is approved by an ordinary resolution. This section of the explanatory statement provides the information required by ASX Listing Rule 7.20 to be provided to shareholders in relation to the resolution. 2.2 Reasons for the proposal The reasons for the proposal are as follows: 1. The Consolidation of the Company’s share capital is required to ensure that the

Company’s capital structure is appropriate for its market capitalization and so that it is able to be competitive in the capital markets with its peer companies.

2. The Consolidation will result in a more appropriate and effective capital structure for

the Company and a share price more appealing to a wider range of investors globally. 2.3 Effect of the Share Consolidation If the resolution is approved, every 5 shares on issue will be consolidated into 1 share (subject to rounding). Overall, this will result in the numbers of shares on issue reducing from 22,688,177 (as at 16 November 2015) to 4,537,636 .1 As the Consolidation applies equally to all shareholders, individual shareholdings will be reduced in the same ratio as the total number of Company shares (subject to rounding). Accordingly, assuming no other market movements or impacts occur, the Consolidation will have no effect on the percentage interest of each Shareholder, the aggregate value of each shareholder’s holding or the Company’s market capitalisation (other than minor changes as a result of rounding). 2.4 Rounding Where the consolidation of a Shareholder’s holding results in an entitlement to a fraction of a share, the fraction will be rounded up to the next whole number of shares. Fractions of share rights and options will also be rounded up to the next whole number. 2.5 Holding Statements From the effective date of the Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of securities on a post consolidation basis. New holding statements will be issued to security holders who should check their holdings after the Consolidation. 1 Where an aggregate number of securities post Share Consolidation is referred to, minor rounding up of individual holdings is ignored for the sale of simplicity.

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2.6 Tax implications of Consolidation The Consolidation should not result in a capital gains tax (CGT) event for Australian tax residents. The cost base of the shares held after the Consolidation will be the sum of the cost bases of the original shares pre-consolidation. The acquisition date of shares held after the Consolidation will be the same as the date on which the original shares were acquired. These statements do not consider the tax implications in respect of shares or securities held on revenue account, as trading stock, by non-resident shareholders. Shareholders should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither the Company nor any of its officers or employees assume any liability or responsibility for advising Shareholders or securities holders about the tax consequences of the proposed Consolidation. 2.7 Effective Date The proposed Consolidation, if approved by Shareholders, will take effect immediately as from the time the resolution is passed as per section 254(H)(2)(a) of the Corporations Act. The timetable from the date of the meeting to the receipt of updated holding statements is as follows

Directors’ Recommendation The Directors recommend Shareholders vote in favour of Resolution 2.

RESOLUTION 3 - APPROVAL FOR CHANGE IN NATURE AND SCALE OF ACTIVITIES

General As set out in this Explanatory Statement, the Acquisition will result in a change in the nature and scale of the Company's activities from investing in real estate projects in China to providing identity verification services throughout the world. This change of Company type constitutes a significant change in the nature and scale of the Company's activities, and consequently requires approval pursuant to ASX Listing Rule 11.1. For this reason, the Company is seeking Shareholder approval for the Acquisition

Last day to Register transfers on a pre-reorganisation basis

13th January 2016

First day for Company to send notice to shareholders of change of holdings as a result of reorganization. First day for Company to register securities on a post-reorganisation basis and for issue of holding statements

14th January 2016

Despatch date Last day for securities to be entered into the holders’ security holdings for the Company to send notice to each security holder.

21st January 2016

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under ASX Listing Rule 11.1.2.

Legal Requirements ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature and scale of its activities, it must provide full details to ASX as soon as practicable and comply with the following: 1. provide to ASX information regarding the change and its effect on future potential

earnings, and any information that ASX asks for; 2. if ASX requires, obtain the approval of holders of its Shares and any requirements of

ASX in relation to the notice of meeting; and 3. if ASX requires, meet the requirements of Chapters 1 and 2 of the Listing Rules as if

the Company were applying for admission to the Official List. ASX has indicated to the Company that given the change in the nature and scale of the Company's activities that it will require the Company to: (a) obtain Shareholder approval; and (b) re-comply with the admission requirements set out in Chapters 1 and 2 of the

ASX Listing Rules.

The Company will lodge a Prospectus soon after this issue of this Notice in order to seek to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

Directors’ Recommendation The Directors recommend Shareholders vote in favour of Resolution 3. RESOLUTIONS 4 and 5 - ACQUISITION OF IVS and MVH

General On November 2015, Agri-Trade entered into the IVS Share Sale Agreement with the IVS Vendors and the where the Company has agreed to acquire from the IVS Vendors all the ordinary shares in IVS (“IVS Vendor Shares”) in consideration for$10M (“IVS Purchase Price”). The IVS Purchase Price is payable as follows: (a) the Company agree to issue 10,000,000 Shares to each IVS Vendor in their Respective

Proportions at an issue price of $0.50 per Share at Completion of the IVS Share Sale Agreement, representing half of the IVS Purchase Price (“IVS Initial Shares”) and


Shares (“IVS Balance Shares”) or cash equal to $10M, once IVS completes agreements that in aggregate deliver 500,000 Verifications which have a cost per Verification

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ranging from $1.00 each to $2.50 each, dependent upon what is being verified (“Target”), by 30th September 2015

Under the MVH Share Sale Agreement, which was signed on the same day as the IVS Share Sale Agreement, the Company has agreed to acquire all the shares in MVH in consideration for $10M (“MVH Purchase Price”). If MVH balance shares are to be issued, the Company will hold a General Meeting of shareholders to approve the issue of shares. The MVH Purchase Price is payable as follows: (a) the Company agree to issue 10,000,000 Shares to each MVH Vendor in their Respective

Proportions at an issue price of $0.50 per Share at completion of the Share Sale Agreement, representing half of the MVH Purchase Price (“MVH Initial Shares”) and


more Shares (“MVH Balance Shares”) or cash equal to $5M, upon the Target being met by 30th September 2016.

The issue price for the IVS and MVH Balance Shares, if so issued shall be equal to the VWAP of the Shares over 10 trading days immediately prior to their issue of the IVS and MVH Balance Shares. The Board has determined the IVS and MVH Purchase Price is appropriate having regard to the strength of management skills within the business being acquired, value of tangible assets, demand for identity verification services, historical operating and growth performance, potential scope for growth and consideration of risk factors. An Overview and summary of the IVS business is in Section C and Section D of the Notice of Meeting Completion of the Acquisitions is subject to the following Conditions Precedent being met by 31 March 2016 (”End Date”), namely: (a) the Shareholders approving the Acquisition Resolutions at the Meeting

(“Approvals”); (b) Re-quotation of the Company’s Shares on the ASX; and (c) the IVS and MVH Share Sale Agreements completing at the same time. Resolution 4 provides for the issue of the IVS and MVH Initial Shares and, subject to the Target being met, the issue of IVS and MVH Balance Shares equal to $10M (in total) based on a 10day VWAP of the Company’s Shares to the IVS and MVH Vendors in their Respective Proportions on the terms of the Share Sale Agreement. As noted earlier, the Board may, at its sole discretion, elect to issue the IVS and MVH Balance Shares or pay cash in the sum of $10M (in total). If MVH balance shares are to be issued, the Company will hold a General Meeting of shareholders to approve the issue of shares. The IVS and MVH Vendor Shares comprise all the issued shares in IVS and MVH, respectively so that at Completion of the IVS and MVH Share Sale Agreements, the Company will own all shares in IVS and MVH and will become the parent of these entities.

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The IVS and MVH Share Sale Agreements are subject to the Approvals being provided by the End Date. The Approvals mean the approvals by the Shareholders in respect of:

(a) the Consolidation;

(b) the Company’s proposed change in nature and scale of activities of its previous real estate investment business to the provision of identification verification services throughout the world;

(b) the IVS and MVH Share Sale Agreements;

(c) the issue of the IVS and MVH Initial Shares to the IVS and MVH Vendors in their Respective Proportions, at the election of the Board;

(d) the issue of the Prospectus Shares; and

(e) the change of name of the Company to “IVS Holdings Ltd”.

If the Conditions Precedent are not met by the End Date or other date as agreed by the parties to the Share Sale Agreement, then, unless the requirement for such is waived by the Vendors or varied by the Company and the Vendors, the Share Sale Agreement shall terminate. The Target under the Share Sale Agreement is upon IVS completing agreements that in aggregate deliver 500,000 Verifications which have a cost per verification ranging from $1.00 each to $2.50 each, dependent upon what is being Verified. If the Target is not met by 30 September 2016 or within 9 months of Completion then the rights to the IVS and MVH Balance Shares or payment of $10M (in total) to the IVS and MVH Vendors lapses.

Approval sought Shareholder approval for the IVS and MVH Share Sale Agreements including the issue of the IVS and MVH Initial Shares and the IVS and MVH Balance Shares, should the Board wish to issue them, is sought for the purposes of ASX Listing Rule 7.1 and Listing Rule 10.1.

ASX Listing Rule 7.1 Listing Rule 7.1 generally provides that a company listed on ASX, is not able to issue securities if the number of these securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period, without obtaining shareholder approval. Resolution 4 and 5 is necessary in order to comply with the specific requirements of Listing Rule 7.1 which provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity, if the number of these securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period, without obtaining shareholder approval. Resolution 4 and 5 seek approval for the IVS and MVH Share Sale Agreements, which

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includes the issue of the IVS and MVH Initial Shares and, subject to the Target being met, the IVS and MVH Balance Shares (should the Board so agree to issue them having regard to the Corporations Act and the Listing Rules), in order to retain the flexibility to issue further Shares representing up to 15% of the Company's share capital during the next 12 months. The following information is provided to the Shareholders in order for them to assess the merits of Resolution 4 and 5: (a) The number of IVS and MVH Initial Shares to be issued at Completion is 20,000,000

at an issue price of $0.50 per Share while the maximum number of the IVS and MVH Balance Shares that may be issued is 20,000,000 Shares on the basis that the Target is met by 30th September 2016, the issue price at that time is also 50 cents per Share and the board so elects to issue them.

(b) The issue price of each IVS and MVH Initial Shares is 50 cents. The issue price for the IVS and MVH Balance Shares will be 10VWAP prior to issue (if issued);

(c) The IVS and MVH Initial Shares and, if issued, the IVS and MVH Balance Shares, if

issued, will rank equally with the other Shares currently on issue, the terms of which are already in the public domain.

(d) No funds will be raised by the issue of the IVS and MVH Initial Shares and, if issued, the IVS and MVH Balance Shares as their issue is an obligation under the terms of IVS and MVH the Share Sale Agreement.

(e) The IVS and MVH Initial Shares and, if issued, the IVS and MVH Balance Shares will be

issued to the IVS and MVH Vendors in their Respective Proportions whose details are set in the General Information section of this Explanatory Memorandum.

(f) The IVS and MVH Initial Shares will be issued at Completion which shall be on one

date and no later than three (3) months following the date of the Meeting. The IVS and MVH Balance Shares shall be issued in accordance with the Share Sale Agreement, but may be subject to further Shareholder approval if required. This may be required if the circumstances at the date of the Notice in respect of a Vendor changes which requires Shareholder approval.

ASX Listing Rule 10.11 Listing Rule 10.11 provides that, unless an exception applies under Listing Rule 10.12, an entity must not issue or agree to issue shares to a Related Party without the approval of shareholders. Section 228(2)(a) of the Corporations Act states that a director of a public company is a Related Party of that company. Section 228(4) of the Act provides, amongst other things, that an entity controlled is a Related Party of the company, if controlled by a director of that company. “Control” is defined in section 50AA of the Corporations Act. In determining what amounts to “control”, regard is to be had to the practical influence the first entity can exert over the second entity and any practice of pattern of behaviour affecting the second entity’s financial or operating policies by the first entity is to be taken into account.

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The Company has determined that no IVS or MVH Vendor is Related Party of the Company.

Independent Experts Report Under the IVS and MVH Share Sale Agreements, each IVS and MVH Vendor has warranted that none of them are Associates of each other. In addition, none of the Vendors are existing Shareholders of the Company. At Completion of the IVS and MVH Share Sale Agreement and following the issue of: (a) IVS and MVH Initial Shares; (b) all the Prospectus Shares; (c) the Shares contemplated by this Notice to the Directors; and (d) Shares to Wirrallee and VCFA, the Voting Power of each IVS and MVH Vendor in the Company will be as follows in the table below (Table 6):

Name of Vendor Voting Power CLAIRE ANDREWS 1.51%

ANDREW PAPPAS 0.38%

ASSURE WORLDWIDE PTY LTD 0.30%

PIMBOR PTY LTD 0.19%

TANDEM CAPITAL PTY LTD 0.18%

BRYCE BENNETT 0.06%

PATRICK B FAZZONE 0.06%

ALAIN BARATAUD 0.06%

NICHOLAS HANSEN 0.03%

BOND STREET (AUS) PTY LTD 0.03%

JOHN RATCLIFF 0.75%

Dr. Joseph P. Paredes and Diana Robles 0.08%

INVIGOR GROUP LIMITED 4.89%

FREI FREI PTY LTD 0.15%

BLUE DRAGON DIGITAL GROUP LIMITED 16.86%

NANOTECHNOLOGICS HOLDINGS LIMITED 13.34%

PETER HSU 0.15%

PjG Gibbons Pty Ltd 0.12%

Venture Capital Fund Australia Limited * 9.79%

Total 48.93%

* Venture Capital Fund Australia Limited is a vendor of IVS shares but not MVH Shares. Venture Capital Fund Australia Limited is receiving a success fee equal to 10% of the consideration paid by AGH, this success fee is being paid out of the entitlements of Blue Dragon Digital Group Ltd and Nanotechnologics Holdings Limited.

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As none of the Vendors’ and their Associates’ Voting Power will exceed 20% at Completion, the Company does not consider that section 606 of the Corporations Act dealing with takeovers applies. However it is noted that if the IVS and MVH Balance Shares are issued, the Voting Power of Blue Dragon Digital Group Limited and Nanotechnologics Holdings Limited will exceed 20% as per table 2 In addition,, given that the Acquisitions will result in the Vendors having at Completion a combined total of 20,000,000 Shares, equaling 48.93% of all Shares on issue where the Subscription is achieved and 65.71% in the event that the IVS and MVH Balance Shares are issued, the Company has commissioned an Independent Expert’s Report on the Acquisitions to ensure Shareholders have information material to their decision on how to vote upon Resolution 4. Item 7 of section 611 of the Corporations Act, allows members to approve an acquisition of relevant interests in shares that would otherwise contravene the prohibitions in section 606 of the Corporations Act. Item 7 contains disclosure requirements to ensure that members are able to make an informed decision about whether or not to approve the acquisition. ASIC Regulatory Guide 74 sets out what information should be provided to shareholders in respect of Item 7 matters and requires that Shareholders be provided with an Independent Expert’s Report which is designed to assist all non-associated shareholders in reaching their voting decision by offering more information as to whether an acquisition is fair and reasonable to these Shareholders. K S Black & Co, Chartered Accountants, has been engaged by the Company to provide the Independent Expert's Report for Shareholders. A copy of the Independent Expert’s Report is annexed to Annexure A of the Notice. The Independent Expert's Report deals with the proposed issue of the IVS and MVH Initial Shares and, should such be issued, the IVS and MVH Balance Shares on the terms of the respective IVS and MVH Share Sale Agreement under Resolution 4 and 5 and whether the terms of the IVS and MVH Share Sale Agreement are fair and/or reasonable to non associated Shareholders. Shareholders are urged to read and consider the Independent Expert's Report prior to making a decision as to how to vote on Resolutions 4 and 5. The Independent Expert's Report concludes that the Acquisition, on balance, IS NOT FAIR BUT REASONABLE TO THE NON-ASSOCIATED SHAREHOLDERS OF THE COMPANY.

Vendors’ intentions regarding the future of the Company Whilst the IVS and MVH Vendors are not Associates of each other, the Company has nevertheless been advised by them that they;

(a) have no intention to change the financial policies of the Company;

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(b) may participate in capital raisings in the future on a case by case basis subject to appropriate approval by the Company's Shareholders if necessary;

(c) intends to retain the employ of the present employees of the Company;

(d) have no intention to transfer any Company property between the Company and the Vendors or any person associated with the Vendors; and

(e) have no intention to redeploy the fixed assets of the Company. FIRB Approval The Company confirms that it will not require FIRB approval under either FATA, or Australia's foreign investment Policy in respect of the Acquisitions.

Directors' Recommendation Each of the Directors recommends that non-associated Shareholders vote in favour of Resolution 4 and 5 for the following reasons: (a) Consistent with the comments made in the Explanatory Memorandum above, the

Acquisition will enable the Company to continue as a going concern and seek Re-quotation of its Shares on the ASX;

(b) The Acquisitions provide the Company with a clear strategic direction. This provides a

more marketable position for a shareholder than holding shares in a dormant company with no clear strategic direction;

(c) The Acquisitions will enable the Company to access a global business focusing on

identity verification services; and

(d) Failure to support these Resolutions will likely result in the removal of the Company from the Official List on the basis of ASX Guidance Note 33.

RESOLUTION 6- ISSUE OF A PROSPECTUS FOR CAPITAL RAISING

General

Resolution 5 seeks Shareholder approval for the issue of 15,000,000 Shares at an issue price of $0.50 per Share to raise $7,500,000 (“Capital Raising”). The Company intends to conduct the Capital Raising through the issue of a Prospectus as part of its re- compliance with Chapters 1 and 2 of the ASX Listing Rules soon after the Notice is issued ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. The effect of Resolution 6 will be to allow the Directors to issue the Prospectus Shares

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during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's annual 15% placement capacity. This Resolution is conditional on all other Resolutions in this Notice of Meeting being approved.

Technical Information Required by ASX Listing Rule 7.3 Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising: 1. the number of Shares to be issued is 15,000,000 Shares; 2. the Prospectus Shares will be issued no later than 3 months after the date of the

Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the issue will occur on the same date;

3. the issue price of the Prospectus Shares will be 50 cents each; 4. the Prospectus Shares issued will be fully paid ordinary Shares in the capital of the

Company issued on the same terms and conditions as the Company's existing Shares; 5. the Directors will determine to whom the Shares will be issued, who are unknown as

at the date of this Notice but none of whom will be a Related Party of the Company; and

6. assuming the Company achieves the Subscription, the total available funds of $7,500,000 will be allocated as follows: (a) provide working capital for the Company to meet the costs including but not

limited to wages, directors, fees, rents, communications, travel, computer and administration systems, compliance costs and;

(b) pay the expenses of the Offer as will be detailed in Section 10 of the

Prospectus; (c) meet the ongoing administration costs of the Company including those

associated with the Readmission; and (d) repay an existing loan due by MVH to Invigor Holdings Ltd in the sum of $1M and

thereby procure the release of Invigor’s registered security interest over MVH. (e) Repay existing debt of AGH to Agri-Trade Investment Group Ltd of $210,000. (f) Assume the obligations of a Convertible Note in the total amount of $150,000

provided by the Venture Capital Fund of Australia Limited to IVS and MVH so as to assist them with costs associated with the acquisitions pursuant to this notice.

It is anticipated that the $1,300,000 working capital will cover such expenditure as administration costs including accounting and audit Fees, Directors fees, travel and

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accommodation and legal fees and will be spent over the next twelve (12) months period. Directors’ Recommendation The Directors recommend Shareholders vote in favour of Resolution 6.

RESOLUTIONS 7 RE-ELECTION OF MR DEEPAK KUMAR AS A DIRECTOR

In accordance with ASX Listing Rule 14.5; a public listed company must hold an election of directors each year, which is usually done at the Annual General Meeting. Under Listing Rule 14.4: (a) no director of a public listed company may hold office past the third Annual

General Meeting following their appointment without re-election; and (b) a director appointed to fill a casual vacancy or as an addition to the board must not

hold office (without re-election) past the next annual general meeting of the company Clause 13.4 of the Constitution requires that at any Director appointed by the Board to either fill a casual vacancy or as an addition to the Board, holds office only until the next following AGM and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

On 4 June 2012, the Board appointed Deepak Kumar as a Director as additional members of the Board. Directors’ Recommendation (with Deepak Kumar and his Associates, if any, abstaining) The Directors recommend Shareholders vote in favour of Resolutions 7.

RESOLUTION 8 APPROVAL OF INCREASE IN FEES TO NON-EXECUTIVE DIRECTORS

Subject to Clause 13.8 of the Constitution, Clause 13.7 of the Constitution allows the aggregate amount of Directors’ fees to be varied by ordinary resolution of Shareholders.

Clause 13.8 of the Constitution states that the initial aggregate fixed sum per annum to be paid to non executive Directors is limited to $156,000.00. Details of the current non executive Director fee arrangements are set out in the Remuneration Report.

Listing Rule 10.17 provides that a company cannot increase the total aggregate amount of directors’ fees without the approval of its shareholders.

The Board now considers it necessary and appropriate to increase the present cap by $44,000.00 to $200,000.00 to take account of:

(a) the recent additional appointment of Michael Ivkovic to the Board;

(b) the anticipated increased work load of the Board in operating the Business post

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Completion;

(c) attract persons who may be able to develop or enhance the Business; and

(d) for the purposes of succession, if a non executive Director is appointed before another retires.

For the purposes of Listing Rule 10.17, 750,000 Shares have been issued to the Company’s non-executive Directors under Listing Rule 10.11 within the past three (3) years. At the Company’s 2013 AGM held on 20 December 2013, Shareholders approved the issue of Shares to the non-executive Directors, Messrs Deepak Kumar, Ian Smith and David Ainsworth in lieu of Director fees for the period April 2012 to October 2013, as follows:

(a) Mr Kumar was issued 350,000 Shares in lieu of Director’s fees due to him in the sum of $70,000;

(b) Mr Smith was issued 200.000 Shares in lieu of Director’s fees due to him in the sum of $40,000;

(c) Mr Ainsworth was issued 200,000 of Shares in lieu of Director’s fees due to him in the sum of $40,000;

Director’s Recommendation As a result of the interests of the non-executive Directors in this item, the Board as a whole makes no recommendation in respect of Resolution 8.

RESOLUTIONS 9 – 14 ISSUE OF SHARES TO MR MALCOLM CAMPBELL (or his nominee), MR DEEPAK KUMAR, MR IAN DOUGLAS SMITH AND MR DAVID AINSWORTH, MR MICHAEL IVKOVIC AND MR DAVID SUTTON

Mr Malcolm Campbell has been non executive chairman of the Company since February 2014 and is owed Directors fees for the period from February 2014 until August 2014 in the sum of $9,750. Mr Kumar was appointed to the board on 4 June 2012 and chairman of the Company between December 2013 and February 2014 but remained as a Director and is owed Director’s fees for the period from November 2013 to November 2015 in the sum $63,483.34. Mr Smith has been a Director since 4 June 2012 and is owed Director’s fees for the period from November 2013 to September 2015 in the sum $63,483.34. Mr Ainsworth has been a Director since 10 December 2011 and is owed Director’s fees for the period from November 2013 to September 2015 in the sum $63,483.34. Each of the above persons has decided to receive the Directors’ fees due to them as described above in Shares at the Issue Price. This means the Company’s cash reserves are not going to be used in paying Director’s’ fees to these Directors

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Legislation Chapter 2E of the Corporations Act requires that for a public company or an entity that the public controls, to give a financial benefit to a related party of the public company, the public company or entity must: (a) obtain the approval of the public company’s members in the manner set out in

section 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. A Related Party includes a Director of the public company providing the financial benefit. A financial benefit includes the issue of shares. The Company has taken the view that Shareholder approval for the issue of Shares to the above Directors and former Director is not required under Chapter 2E on the basis that an exception under section 210 applies to the proposed issue. Section 210 provides that member approval is not needed to give a financial on terms that would be reasonable in the circumstances if the public company or entity and the Related Party were dealing at arm’s length or are less favourable to the Related Party. In the present case, there is no dispute that the above Directors are due the Directors’ fees in the amounts described above. The proposed issue of Shares to them or their nominee is not discounted and is at the same issue price as the Prospectus Shares. The issue of Shares in lieu of making payment is better for the Company given its limited funds available until re-quotation. In light of these matters, the Company regards the issue of Shares to Messrs Campbell, Kumar, Ainsworth and Smith on the proposed terms set out above to be on arm’s length terms. In addition, Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues or agrees to issue securities to a Related Party or a person whose relationship with the entity or a Related Party is in ASX’s opinion such that approval should be obtained unless an exception in Listing Rule 10.12 applies. The Company does not consider an exception under Listing Rule 10.12 applies here. Technical information required by Listing Rule 10.13 As per Listing Rule 10.13 the following information has to be included with the Notice. (a) The recipients of the Shares will be:

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(i) Mr Malcolm Campbell or his nominee company. (ii) Mr Deepak Kumar; (iii) Mr Ian Douglas Smith; (Iv) Mr David Ainsworth; and (v) Mr Michael Ivkovic;

(b) The number of Shares to be issued to:

(i) Mr Malcolm Campbell or his nominee company is receiving 19,500 Shares for a total consideration of $9,750.00,

(ii) Mr Deepak Kumar is receiving 126,967 shares for a total consideration of

$63,483 (iii) Mr Ian Douglas Smith is receiving 126,967 shares for a total consideration of

$63,483; and (Iv) Mr David Ainsworth is receiving 126,967 shares for a total consideration of

$63,483; (v) Mr Michael Ivkovic is receiving 38,400 shares for a total consideration of

$19,200; and (vi) Mr David Sutton is receiving 62,400 shares for a total consideration of

$31,200; at an Issue Price of $0.50 per Share.

(c) The Shares will be fully paid ordinary shares on the same terms and ranking the

same as all other Shares of the Company. (d) The Shares will be issued within one month of Shareholder approval at the

Meeting. (e) No funds will be raised from the issue of the Shares. Director’s Recommendation As a result of the interests of the non-executive Directors in this item, the Board as a whole makes no recommendation in respect of Resolutions 9-14. RESOLUTION 15- APPROVE PLACEMENT TO WIRRALEE PROPERTY TRUST On 23 December 2014 Wirralee Developments Pty Ltd (ACN 138 344 340 as trustee for Wirralee

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Property Trust (“Wirralee”) was issued 1,472,603 for a total consideration of $14,726.03 at a price of $0.01 per Share. Wirralee is not a Related Party of the Company. These funds were raised so as to assist with the cost of evaluating the acquisition as particularised herein and to underpin the legal and other costs associated with completion of a Deed of Settlement and Release with ATIG and so as to provide for the negotiation and execution of the Share Sale Agreement that permits the acquisition to be put to the vote by the shareholders under this notice.

By passing this Resolution the Company directors will be able to refresh its capacity to issue Shares under Listing Rule 7.1. The Board will only do a placement to any party when it will be in the best interest of the Company. Directors’ Recommendation The Directors recommend Shareholders vote in favour of Resolution 15

RESOLUTION 16 CHANGE OF COMPANY NAME

As part of the Share Sale Agreement, it is proposed that the Company change its name to “IVS Holdings Ltd” to keep in step with the reputation and branding of the Business post Completion. Section 157 of the Corporations Act provides that a company may change its name if its members pass a Special Resolution adopting the new name. A Special Resolution is one that requires 75% of those members attending a meeting, voting in favour of the resolution. The Company has reserved the ASX ticker code: “IVS” in anticipation of Resolution 16 being passed. The change of name is not to take effect unless Completion occurs. Directors’ Recommendation The Directors recommend Shareholders vote in favour of Resolution 16

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_________________________________________________________________________ GLOSSARY __________________________________________________________________________ Acquisitions mean the acquisition of 100% of the issued ordinary shares in the capital in: (a) IVS on the terms of the IVS Share Sale Agreement; and (b) MVH on the terms of the MVH Share Sale Agreement. Acquisition Resolutions means those Resolutions relating specifically to the Acquisitions, being Resolutions numbered 2-6 and 16. AEDT means Australian Eastern Daylight Savings Time as observed in Sydney, New South Wales. Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting. Approvals mean the approvals by the Shareholders in respect of:

(a) the Consolidation;

(b) the Company’s proposed change in nature and scale of activities of its previous real estate investment business to the provision of identity verification services throughout the world;

(c) the IVS Share Sale Agreement;

(d) the MVH Share Sale Agreement

(e) the issue the Consideration Shares,;

(f) the issue of the Prospectus Shares; and

(g) the change of name of the Company to “IVS Holdings Ltd”.

and other related matters as may be required under the Corporations Act or the Listing Rules to be considered at the Meeting to give effect to the Acquisition including the change of the name of the Company.

ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited or the Australian Securities Exchange, as the context requires. ASX Listing Rules or Listing Rules means the Listing Rules of the ASX. ATIG means Agri-Trade Investment Group Pty Ltd (Acn 162 924 709) Board means the board of Directors, as constituted from time to time. Capital Raising means the amount of $7,500,000 through the issue of 15,000,000 Shares at the Issue Price in accordance with the Prospectus. Closely Related Party of a member of the Key Management Personnel means:

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(a) a spouse or child of the member; (b) a child of the member's spouse; (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).

Closing Date means14 February 2016 being the proposed closing date of the Offer. Company means Agri-Trade Holdings Limited (ACN 081 797 033).

Completion means the completion of the sale and purchase of the IVS and MVH Vendor Shares in accordance with the IVS and MVH Share Sale Agreements, respectively.

Completion Date means the date when the Conditions Precedent are met

Condition Precedent means the conditions precedent to the IVS and MVH Share Sale Agreements, namely :

(a) the Acquisition Resolutions being approved;

(b) Re-quotation occurring; and

(c) IVS and MVH Share Sale Agreements completing at the same time,

by the End Date.

Consolidation means the consolidation of the Company’s shares on a 5 to 1 basis as proposed by Resolution 2 and described in more detail in the Explanatory Memorandum. Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company from time to time. Dollar or $ means the lawful currency of Australia. End Date means 31 March 2016 unless otherwise agreed to by the parties under the IVS and MVH Share Sale Agreements. Explanatory Memorandum means the Explanatory Memorandum accompanying the Notice of Meeting. FATA means Foreign Acquisitions and Takeovers Act, 1975 (Cth). Group means the Company and IVS and MVH, immediately post Completion of the IVS and MVH Share Sale Agreements.

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Independent Expert means K S Black & Co, Chartered Accountants of Sydney, NSW 2000. Independent Expert’s Report or IER means the report by the Independent Expert in respect of the Share Sale Agreement. A copy of the IER is attached as Annexure A to the Notice. Issue Price means $0.50 per Share. IVS means Identity Verification Services Ltd, a company registered in Hong Kong. IVS Balance Shares means those Shares representing the 50% of the IVS Purchase Price that may be payable under the share Sale Agreement. IVS Business means the business conducted by IVS which at the date of this Notice involves the provision of identity verification services throughout the world.

IVS Purchase Price means the sum of $10M payable by the Company to IVS Vendors in their Respective Proportions under the IVS Share Sale Agreement as follows: (a) issue 10,000,000 Shares to each IVS Vendor at the Issue Price at completion of the IVS

Share Sale Agreement, representing half of the IVS Purchase Price (“IVS Initial Shares”), post Consolidation; and


Shares (“IVS Balance Shares”) or cash equal to $5M, once the Target is achieved The issue price for the IVS Balance Shares that may be issued shall be equal to the VWAP of the Shares over 10 trading days immediately prior to the issue of the IVS Balance Shares. IVS Share Sale Agreement means the Share Sale Agreement between the IVS Vendors and the Company relating to the sale of all IVS Vendors’ Shares to the Company dated 26th November 2015. IVS Vendors means those entities described as Vendors of IVS as described under the heading “General Information” of this Explanatory Memorandum. IVS Vendors’ Shares means the ordinary shares held by the IVS Vendors in IVS in the Respective Proportions. Key Management Personnel is defined by AASB 124 Related Party disclosures as all Directors and 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. MVH means My Verified ID Holdings Pty Ltd (ACN 602 660 999). MVH Balance Shares means those Shares representing the 50% of the MVH Purchase Price that may be payable under the share Sale Agreement. MVH Purchase Price means the sum of $10M payable by the Company to MVH Vendors in

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their Respective Proportions under the MVH Share Sale Agreement as follows: (a) issue 10,000,000 Shares to each MVH Vendor at the Issue Price at completion of the

MVH Share Sale Agreement, representing half of the MVH Purchase Price (“MVH Initial Shares”), post Consolidation; and


more Shares (“MVH Balance Shares”) or cash equal to $5M, once the Target is met. The issue price for the MVH Balance Shares that may be issued shall be equal to the VWAP of the Shares over 10 trading days immediately prior to the issue of the MVH Balance Shares. MVH Share Sale Agreement means the Share Sale Agreement between the MVH Vendors and the Company relating to the sale of all MVH Vendors’ Shares to the Company dated [insert] November 2015. MVH Vendors means those entities described as Vendors of MVH as described under the heading “General Information” of this Explanatory Memorandum. MVH Vendors’ Shares means the ordinary shares held by the MVH Vendors in MVH in the Respective Proportions. Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Memorandum. Offer means the Offer contained in the Prospectus. Official List means the Official List of the ASX. Patent means the registered patent dealing with computer implemented frameworks and methodologies for enabling identification verification in an online environment (US Patent No: 9,083,704 B2) dated 14 July 2014. Prospectus means the prospectus respect of the Capital Raising to be prepared and issued by the Company soon after the Notice is issued. Prospectus Shares means the Shares issued in respect of the Capital Raising. Related Party has the meaning in section 228 of the Corporations Act. Relevant Interest has the meaning given to that term on the Corporations Act. Remuneration Report means the remuneration report set out in the Director's report in section of the Company's annual financial report for the year ended 30 June 2015. Re-quotation means where the Company has received conditional approval from the ASX to be re-admitted to the Official List . Resolutions means the resolutions set out in the Notice of Meeting or any one of them, as the context requires.

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Respective Proportions means the proportions of shareholdings of IVS and MVH Vendors in IVS and MVH, respectively, as described in this Notice. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share Special Resolution is a resolution that has to be passed by more than 75% of the votes lodged for that resolution.

Subscription means the proposed capital raise of $7,500,000 through the issue of 15,000,000 Shares at the Issue Price in accordance with the Prospectus. Target means when IVS completes agreements that in aggregate deliver 500,000 Verifications which have a cost per Verification ranging from $1.00 each to $25.00 each, by 30 September 2016. VCFA means Venture Capital Fund Australia Limited (ACN 603 667 509) Verification means the process by which a person, document or record is verified Voting Power has the meaning given by section 610 of the Corporations Act. VWAP means volume weighted average price.

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ANNEXURE A

INDEPENDENT EXPERT’S REPORT

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KS Black Financial Advisory Pty Ltd (“KSB FA”) is an authorised representative of

Alpha Securities Pty Ltd (ACN 124 327 064) under Australian Financial Services Licence No. 330757

KS Black Financial Advisory Pty Ltd

ABN 87 604 130 529

Level 6 350 Kent Street Sydney NSW 2000

75 Lyons Road Drummoyne NSW 2047

20 Grose Street North Parramatta NSW 2151

PO Box 2210 North Parramatta NSW 1750

Phone 02 8839 3000 Fax 02 8839 3055

25 November 2015 The Directors Agri-Trade Holdings Limited c/- Level 28 BT Tower 1 Market Street SYDNEY NSW 2000 Dear Board Members,

Resolutions 4 and 5 – Acquisition of IVS and MVH

Executive Summary 1. Purpose of the Report

The Directors of Agri-Trade Holdings Limited (“the Company”) have requested us to provide an Independent Experts Report to consider the fairness and reasonableness to non-associated shareholders of the acquisition of Identify Verification Services Ltd (“IVS”) and My Verified ID Holdings Pty Ltd (“MVH”). Such a report is required to be submitted to non-associated shareholders of the Company in accordance with the Corporations Act. Resolutions 4 and 5 are as follows: Acquisition of Identity Verification Services Limited To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That subject to the passing of Resolutions 2, 3, 5 and 6 for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the IVS Share Sale Agreement and for the Company to allot and issue 10,000,000 Shares to the IVS Vendors, post Consolidation, at a deemed issue price of 50 cents per Share and, subject to the election of the Company, the IVS Balance Shares in consideration for all their shares in Identity Verification Services Limited on the terms and conditions set out in the IVS Share Sale Agreement as described in the Explanatory Statement.” F

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Acquisition of My Verified ID Holdings Pty Ltd To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That subject to the passing of Resolutions 2, 3, 5 and 6 for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the MVH Share Sale Agreement and for the Company to allot and issue 10,000,000 Shares to the MVH Vendors, post Consolidation, at a deemed issue price of 50 cents per Share and, subject to the election of the Company, the MVH Balance Shares in consideration for all their shares in My Verified ID Holdings Pty Ltd on the terms and conditions set out in the MVH Share Sale Agreement as described in the Explanatory Statement.”

2. Conclusion In our opinion, and for the reasons set out in this Report, the acquisition is not fair but is reasonable. a. The acquisition consideration is not fair as it is greater than the value of the shares being

acquired. b. The acquisition consideration is reasonable as otherwise the Company would very likely be

removed from the Official List of the Australian Securities Exchange (“ASX”) in accordance with ASX Guidance Note 33, decreasing the value of the Company’s shares and hence their value to shareholders.

Background Information 1. Background to Acquisitions

The Company was admitted to the Official List of the ASX on 3 December 2003. The Company’s Shares have been suspended from trading on the ASX since March 2009 owing to concerns about it’s financial position. As announced to the market on 9 September and 4 November 2015, the Company had been informed by the ASX that in accordance with ASX Guidance Note 33, any company suspended from trading for a continuous period of 3 years as at 1 January 2014 would be removed from the ASX Official List on 1 January 2016 if the suspension was not lifted by 31 December 2015. The Company’s shares have been so suspended. However, It may apply for an extension to being suspended. However, it may apply for an extension to being suspended where it has announced a transaction to the market, it has complied with any required lodgements and obtained any required approvals. The Company intends to seek an extension, and it believes it can meet the above criteria. As announced to the market on 20 November 2015, the Company has signed two Share Sale Agreements, one with all the shareholders of IVS and the other with all the shareholders of MVH. IVS provides identity verification services and has operations in Hong Kong, India and Australia. MVH owns the patent in respect of computer implemented frameworks and methodologies for enabling identification in an online environment. Under the IVS Share Sale Agreement, the Company has agreed to acquire all the shares in IVS in consideration for $10m. The purchase price is payable by the Company issuing 10m shares at 50 cents per share on completion of the Share Sale Agreement, and the balance once IVS completes certain agreements.

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The terms of the MVH Share Sale Agreement are substantially the same. The acquisitions of IVS and MVH under the Share Sale Agreements are subject to: i. a number of approvals by shareholders contained in Meeting Notice; ii. Re-quotation of the Company’s Shares on the Official List; and; iii. IVS and MVH Share Sale Agreements completing at the same time. The acquisitions represent a significant change in the present scale and business activities of the commercial undertakings of the Company and requires shareholder approval in respect of such change in accordance with the ASX Listing Rules.

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2.i IVS Financial Information

The financial information below has been prepared in accordance with International Financial Reporting Standards. There is no material difference between the latter and Australian Accounting Standards. Below are Australian dollar extracts from the unaudited Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2015. IVS Group $A,000 Revenue from services 23 R & D incentive 580 603 Professional fees (210) Operating expenses (923) Loss before taxation (530) Below are extracts from the unaudited Statement of Financial Position as at 30 June 2015. IVS Group $A,000 Assets

Current assets Cash and cash equivalents 5 Trade and other receivables 7

Non-current assets

Plant and equipment 5 Patent 24 Capitalised R&D costs (a) 1,335

Total assets 1,376 Liabilities

Current liabilities Trade and other payables 385 Borrowings 1,836 Income tax payable (b) (711)

Non-current liabilities

Borrowings 351 Total liabilities 1,861 Deficiency in net assets (485) Shareholders equity

Share capital 8 Accumulated (493)

Deficiency in total shareholders equity (485)

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Notes: (a) Composed of software which meets the criteria in the Accounting Standards for capitalisation. (b) Arises from R&D incentive claim from the ATO. (ii) MVH MVH was incorporated in November 2014 and has not traded. Hence no financial information is available. 3. Requirement for an Independent Expert’s Report

ASIC Regulatory Guide 111 provides there is a general information requirement on directors which can be satisfied by providing an independent expert’s report to consider the fairness and the reasonableness of the acquisition. The Directors have appointed KS Black Financial Advisory Pty Limited as the independent expert for the purposes of the Corporations Act. We are required to: a. determine whether the acquisition consideration is fair and reasonable to non-associated

shareholders; and b. address in our report any other information which we know which is material to shareholder

decision on the acquisition consideration.

What is fair and reasonable must be judged by the independent expert in all the circumstances of the offer. An offer is “fair” if the value of the consideration is equal to or less than the value of the shares acquired. The acquisition consideration is “reasonable” if it is fair. It might also be reasonable if the expert believes there are sufficient reasons for shareholders to accept the acquisition. This means taking into account the likely advantages and disadvantages for non-associated shareholders and comparing them with the advantages and disadvantages for those shareholders if it is not accepted.

4. Valuation of IVS and MVH 4.1 Valuation Methodologies

To determine if the issue is fair, we must derive an appropriate value of the shares to be acquired in IVS and MVH. The primary valuation methods commonly used for valuing an interest in a company are the: a. Market Based Methods b. Income Based Methods; and c. Asset Based Methods Each of these methodologies has application in different circumstances. a. Market Based Methods

Market Based Methods estimate a company’s shares fair market value by considering the market price of transactions involving guideline companies, or the market value of guideline publicly traded companies.

b. Income Methods: Discounted Cash Flow (“DCF”) Method Under the DCF methodology, the value of shares is calculated as the net present value of the estimated future cash flows including a terminal value, if appropriate. In order to arrive at the

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net present value, cash flows are discounted using a discount rate, which reflect the risks associated with the cash flow stream. This approach is commonly used to value an asset that has a finite life and the future cash flows can be forecast with a reasonable degree of confidence. Additionally, this methodology is adopted for the valuation of projects and assets where it is not possible to estimate “maintainable” earnings as the business is in a state of transformation, start-up or rapid growth.

c. Asset Based Methods

An Asset Based methodology is applicable in circumstances where neither a capitalisation of earnings nor a DCF methodology is appropriate. It is commonly used in circumstances where the earnings of the company do not support the net asset base, for example, property or share holding companies. Using this methodology, the value of an interest in a company would be adjusted for the time, cost and taxation consequences of realising the company’s assets.

4.2 Selection of Methodology Neither IVS nor MVH have generated material revenue or profits from their activities to date so Income Based Methods are not appropriate. The Market Based Methods are not appropriate as neither IVS nor MVH are public listed companies. We have considered the Assets Based Method is the most appropriate value to use to value the shares to be acquired by the Company in IVS and MVH.

4.3 Valuation of Shares of IVS 4.3.1 Asset Based Method

The most recent financial statements of the IVS Group are detailed in Section 2 above. As substantial commercialisation of software has not occurred yet, the assets of IVS are capitalised costs of this software. After borrowings especially, the net assets of IVS are negative $485,000 as at 30 June 2015.

4.3.2 Conclusion as to Fairness

Under the Asset Based Method, the value of shares acquired in IVS is negative $485,000. The shares issued have a value of $5m. As the acquisition consideration results in consideration above the value of shares in IVS, the acquisition consideration is not fair to the non-associated shareholders of the Company.

4.4 Valuation of Shares of MVH 4.4.1 Asset Based Method MVH has not traded, and no financial information is available. No commercialisation of it’s patent

has yet occurred. Hence under the Asset Based Method, the value of shares acquired in MVH is $Nil as at 30 June

2015. 4.4.2 Conclusion as to Fairness Under the Asset Based Method, as MVH has not traded, and no financial information is available, the

value of shares acquired in MVH is $Nil. The shares issued have a value of $5m.

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As the acquisition consideration results in consideration above the value of shares in MVH, the

acquisition consideration is not fair to the non-associated shareholders of the Company. 5. Position if Offer is Accepted

ASIC Regulatory Guide 111 states that the independent expert needs to consider whether the Proposal is fair and reasonable to the members of the Company as a whole. Therefore, we have considered the position if the resolution is adopted and have taken into account the following advantages and disadvantages in this assessment. We have weighed these advantages and disadvantages and have found the acquisition is reasonable. i. Advantages

a. The Company’s shareholders may no longer have an interest in a loss-making investment. Hence the value of their shares could increase, increasing returns to shareholders.

b. The acquisitions would permit lifting of the suspension of the Company’s shares and their quotation on the ASX, providing shareholders the ability to trade shares, or at the very least have tradeable shares.

c. The Company will be Delisted from the list of Companies on the ASX if the transaction does not go ahead. This will make it very difficult to recapitalise the Company and get any value for shareholders in future.

ii. Disadvantages

a. The Company’s shareholders may not be able to make other acquisitions, which, if profitable, could have the Company having an interest in a more profitable investment, which could increase the value of their shares, increasing returns to shareholders.

b. The issue of shares to the vendors of IVS and MVH will have a substantial dilutionary effect on the holdings of existing shareholders and reduce their control of the Company.

6. Sources of Information

We have relied on the following information for the purposes of preparing this Report: • Unaudited Financial Statements for the year ended 30 June 2015. • Discussions with the Company management. • Australian Financial Review. • ASX Website. • Share Sale Agreements for the issue of shares to acquire shares in IVS and MVH.

7. Independence

We are entitled to receive a fee of $25,000 (excluding GST) for this Report. Except for the fee, we have not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this Report. Prior to accepting this engagement, we considered our independence with respect to the Company with reference to the ASIC Regulatory Guide 112 titled “Independence of Experts”. In our opinion, we are independent of the Company. We do not have at the date of the Report, and have not had within the previous 2 years, any relationship with the Company beyond that of professional advisors. A draft of this Report was provided to the Company for confirmation of the factual accuracy of its contents. No significant changes were made to this Report as a result of this review. In addition, we have been indemnified by the Company in respect of any claim arising from our reliance on information provided by the Company, including the non-provision of material information, in relation to the preparation of this Report.

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FINANCIAL SERVICES GUIDE Dated 25 November 2015 KS Black Financial Advisory Pty Ltd ACN 604 130 529 (“KSB FA ” or “we” or “us” or “ours as appropriate) has been given authority to issue general financial product advice in the form of a report to be provided to you. We are an authorised representative of Alpha Securities Pty Ltd (ACN 124 327 064) [“Alpha”].

1. FINANCIAL SERVICES GUIDE In the above circumstances we are required to issue to you, as a retail client, a Financial 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; • The services we are authorised to provide are by way of

authority under the Australian Financial Services Licence, Licence No 330757 of Alpha;

• Remuneration that we and/or our staff and any associates

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. 2. FINANCIAL SERVICES WE ARE AUTHORISED TO

PROVIDE We are an authorised representative of Alpha. Alpha holds an Australian Financial Services Licence and is authorised to provide general financial product advice to retail and wholesale clients including the following classes of financial products: • Derivatives limited to old law securities, options contracts

and warrants; • Securities; and • Superannuation 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 under an authority given by a financial services licensee authorised to provide the financial product advice contained in the report. 3. 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 the statement before making any decision about whether to acquire the product. 4. FEES, COMMISSIONS AND OTHER BENEFITS THAT

WE MAY RECEIVE We have charged $25,000 (excluding GST) for providing this report. Except for the fees referred to above, neither we, nor any of its directors, employees or related entities, have received any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report. 5. REMUNERATION OR OTHER BENEFITS RECEIVED

BY OUR EMPLOYEES All our employees receive a salary. 6. 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. 7. ASSOCIATIONS AND RELATIONSHIPS From time to time, we may provide professional services to financial product issuers in the ordinary course of our business under Alpha’s authority. 8. COMPLAINTS RESOLUTION 8.1 International Complaints Resolution Process Having authority under a 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, KS Black Financial Advisory Pty Limited, 20 Grose Street, North Parramatta NSW 2150. When we receive a written complaint, we will record the complaint, acknowledge receipt of the complaint 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 complaint in writing of our determination.

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8.2 Referral to External Dispute Resolution Scheme A complaint 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.

Alpha is a member of the FICS Complaints Handling Tribunal No. E-473. 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 780 808 Facsimile: (03) 9621 2291

9. CONTACT DETAILS You may contact us using the details set out in paragraph 8.1 in this FSG.

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ANNEXURE B

PRO FORMA BALANCE SHEET

AGH 30 June 2015

Accounts

Adjustments

from MVH/IVS transactions

and resolutions

Consolidated

group Pro-forma June

2015 Assets Cash and Cash Equivalents 599 7,500,000 7,500,599

GST Refunds due 18,156 18,156

IVS / MVS Business Assets Identified intangibles * Fixed Assets

9,800,000

200,000

9,800,000

200,000 Total Assets 18,755 17,518,755

Liabilities Trade Creditors 37,253 37,253 Accruals 12,000 12,000 Directors fees 203,200 (201,200) 2,000 Agri-trade Investment Group 202,742 202,742 Ridgway Capital 8,493 8,493 Access Group 35,274 35,274 DWF Global 298,044 298,044 Total Liabilities 797,005 595,805 Net Assets (778,251) 16,922,949 Equity Share Capital 10,499,486 17,701,200 28,200,686 Retained Earnings (10,818,294) (10,818,294) Current Year Earnings (459,442) (459,442) Total Equity (778,251) 16,922,949

* Identified Intangibles includes the patent, goodwill and the value of the arrangements to receive information used to verify individuals to government and other records in over 100 countries.

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PROXY FORM

AGRI-TRADE HOLDINGS LTD ACN 081 797 033

Member Details

MEETING PROXY FORM

Name:………………………………………………………………………………………………………………………………………

Address:……………………………………………………………………………………………………………………………………

Contact Telephone No:……………………………………………………………………………………………………………………

Appointment of Proxy

I/We being a Member/s of Agri-Trade Holdings Limited and entitled to attend and vote hereby appoint

Chairman of the Meeting OR

Insert Name of Appointed Proxy Below

Or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the General Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Agri-Trade Holdings Limited to be held at Level 28, 1 Market Street, Sydney 2000 on 30th December 2015 at 11.00am (AEDT) and at any adjournment of that Meeting. If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitle to vote undirected proxies.

For Against Abstain

Ordinary Resolutions

Resolution 1 Adoption of 2015 Remuneration Report Resolution 2 Approval for Consolidation of Company shares Resolution 3 Approval to Change the Nature and Scale of Activities Resolution 4 Acquisition of IVS Resolution 5 Acquisition of MVH Resolution 6 Issue of a Prospectus for Capital Raising Resolution 7 Re-election of Mr Deepak Kumar as a Director Resolution 8 Approval of increase in fees to Non-Executive Directors Resolution 9 Issue of Shares to Mr Malcolm Campbell Resolution 10 Issue of Shares to Mr Deepak Kumar Resolution 11 Issue of Shares to Mr Ian Douglas Smith Resolution 12 Issue of Shares to Mr David Ainsworth Resolution 13 Issue of Shares to Mr David Sutton Resolution 14 Issue of Shares to Mr Michael Ivkovic Resolution 15 Approve placement to Wirralee Property Trust

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Special Resolution Resolution 16 Change of Company Name

Please Note: By marking the Abstain box for any of the Resolution 1 to 16 you are directing the proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is %

PLEASE SIGN HERE Individual or Member 1 Member Member 3

Sole Director and Sole Company Secretary

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AGRI-TRADE HOLDINGS LIMITED

ACN 081 797 033 INSTRUCTIONS FOR COMPLETING 'APPOINTMENT OF PROXY' FORM 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 5.00pm (AEDT) on December 2015 1. Appointing a Proxy: A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company. 2. Direction to Vote: A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item . Unless authorised by ASIC, if a member of Key Management Personnel or their Closely Related Parties is appointed as a proxy, they are not permitted to vote undirected proxies on remuneration matters (arising directly or indirectly in connection with remuneration of Key Management Personnel), related party benefit matters under Chapter 2E of the Corporations Act and any spill resolutions. However, the chair may vote a proxy that does not specify how it is to be voted, provided the member who has lodged the proxy has provided their consent in the proxy form for the chair to exercise the proxy in its discretion (save in relation to the remuneration report where a direction is required). 3. New sections 250BB and 250BC of the Corporations Act: These sections came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who

must vote the proxies as directed. Further details on these changes are set out below. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and, if it does: • the proxy need not vote on a show of hands, but if the proxy does so, the proxy

must vote that way (i.e. as directed); and

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• if the proxy has 2 or more appointments that specify different ways to vote on

the resolution - the proxy must not vote on a show of hands; and • if the proxy is the chair of the meeting at which the Resolution is voted on - the

proxy must vote on a poll, and must vote that way (i.e. as directed); and • if the proxy is not the chair - the proxy need not vote on the poll, but if the

proxy does so, the proxy must vote that way (i.e. as directed).

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AGRI-TRADE HOLDINGS LIMITED ACN 081 797 033

INSTRUCTIONS FOR COMPLETING 'APPOINTMENT OF PROXY' FORM

Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: • an appointment of a proxy specifies the way the proxy is to vote on a particular

Resolution at a meeting of the Company's Shareholders; and • the appointed proxy is not the chair of the Meeting; and • at the Meeting, a poll is duly demanded on the Resolutions; and • either of the following applies:

(i) the proxy is not recorded as attending the Meeting; (ii) the proxy does not vote on the Resolutions, the Chair of the Meeting is taken,

before voting on the Resolutions closes, to have been appointed as the proxy for the purposes of voting on the Resolutions at the Meeting.

Signing Instructions :

• (Individual): Where the holding is in one name, the member must sign. • (Joint Holding): Where the holding is in more than one name, all of the members

should sign. • (Power of Attorney): If you have not already provided 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

Attending the Meeting: Completion of a Proxy Form will not prevent individual members from attending the Meeting in person, if they wish. Where a member completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy's authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting. Return of Proxy Form: To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

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• post to Eakin McCaffery Cox Solicitors Level 28 , 1 Market Street, Sydney NSW [Attn: Michael Stafford]; or

• send by facsimile to on (02) 9261 5918 (within Australia) or +61 2 9261 5918

(outside Australia) [Attn: Michael Stafford] so that it is received not later than 11.00am (AEST) on 24th December 2015 - Proxy Forms received later than this time will be invalid.

Lodging your corporate representative form To be valid, your corporate representative form (and any power of attorney under which it is signed) must be received no later than 11.00am (AEST) on 24th December 2015 at any one of the above addresses.

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AGRI-TRADE HOLDINGS LIMITED

ACN 081 797 033

CORPORATE REPRESENTATIVE FORM Shareholder Details This is to certify that by a resolution of the directors of:

(Insert Company Name) (Insert Address) The Company has appointed: (Insert Name of Corporate Representative) In accordance with the provisions of Section 250D of the Corporations Act to act as the Corporate Representative of the company to exercise all or any of the powers the company may exercise at the Annual General Meeting of shareholders of Agri-Trade Holdings Limited ACN 081 797 033 to be held on 30 December 2015 at 11.00am (AEST) and at any adjournment or postponement of the Annual General Meeting, or any meeting arising from the Annual General Meeting. Dated this day of 2015

Executed by …………………………………………………………….(ACN )

in accordance with section 127 of the Corporations Act 2001: Director Director/Secretary Name of Authorised Representative Signed by Authorised Representative

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agri trade holdings limited for personal use only · 2015. 12. 1. · 1 . agri trade holdings...

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