ComOps Limited www.comops.com.au ABN: 79 000 648 082 AUS: 1300 853 099 | NZ: 0508 266 677 | INT: +61 2 9923 8000 PO Box 6010 North Sydney NSW 2060 Australia SYDNEY | MELBOURNE | BRISBANE | AUCKLAND | NEWCASTLE | PUNE

14 April 2011 The Manager Company Announcements Office Australian Securities Exchange Limited via ASX Online Total pages - 15 Dear Sir,

Re: Notice of 2011 annual general meeting

Enclosed for release to the market is the notice of annual general meeting with accompanying documents. This material is being mailed to the shareholders today. For and on behalf of the board of directors of ComOps Limited

Stuart M Clark Company Secretary

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ComOps Limited www.comops.com.au ABN: 79 000 648 082 AUS: 1300 853 099 | NZ: 0508 266 677 | INT: +61 2 9923 8000 PO Box 6010 North Sydney NSW 2060 Australia SYDNEY | MELBOURNE | BRISBANE | AUCKLAND | NEWCASTLE | PUNE

13 April 2011 Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

Please find enclosed the formal notice of annual general meeting and the relevant explanatory memorandum. The directors look forward to discussing the results and the other items of business with you on 17th May 2011. Yours sincerely Richard Bradley Managing Director F

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ComOps Limited ABN 79 000 648 082

NOTICE OF ANNUAL GENERAL MEETING

and EXPLANATORY MEMORANDUM

for a meeting of ComOps Limited (ABN 79 000 648 082) to be held at

North Sydney Harbourview Hotel 17 Blue Street, North Sydney, NSW 2060

on Tuesday 17 May 2011 at 11am

This is an important document. Please read it carefully. If you are unable to attend the meeting please complete the form of proxy and return it in accordance with the instructions.

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NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN by ComOps Limited (ABN 79 000 648 082) (Company) that the 2011 annual general meeting (Meeting) of the shareholders of the Company will be held: At: North Sydney Harbourview Hotel, 17 Blue Street, North Sydney, NSW 2060 On: Tuesday 17 May 2011 at 11.00am to consider the following items of business: Ordinary Business Item 1: Annual financial report: To receive and consider the annual financial report of the Company for the year ended 31 December 2010. Resolution 1: Remuneration report To consider, and if thought fit, to pass the following resolution as a non-binding ordinary resolution: “That the remuneration report, as set out in the directors’ report for ComOps Limited for the financial year ended 31 December 2010, be adopted.”

Resolution 2: Approve election of Mr Alex Ninis as a director: To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr Alex Ninis, having duly consented and offered himself for election, be and is hereby elected as a director of the Company with immediate effect.”

Special Business Resolutions 3 – 9: Replacement of the entire board Resolutions 3 – 9 (inclusive) to replace your entire board have been proposed by Moat Investments Pty Ltd (Moat) and Mr Andrew Roberts. They have not been endorsed by and are not supported by the current directors. If they are passed, the entire board will be replaced with nominees of Moat and Mr Roberts: To consider and, if thought fit, pass each of the following resolutions as ordinary resolutions: Resolution 3: “That Mr Geoff Wild be removed as a director of ComOps Limited effective as at the close of the meeting.”

Resolution 4: “That Mr Richard Bradley be removed as a director of ComOps Limited effective as at the close of the meeting.” Resolution 5: “That Mr Stuart Clark be removed as a director of ComOps Limited effective as at the close of the meeting.” Resolution 6: “That Mr Alex Ninis be removed as a director of ComOps Limited effective as at the close of the meeting.” Resolution 7: “That Mr Marcus Cake be appointed as a director of ComOps Limited effective as at the close of the meeting.”

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Resolution 8: “That Dr Kenneth Carr be appointed as a director of ComOps Limited effective as at the close of the meeting.” Resolution 9: “That Mr Denis Tebbutt be appointed as a director of ComOps Limited effective as at the close of the meeting.”

Further information in relation to the business referred to above is included in the explanatory memorandum (Explanatory Memorandum) accompanying this notice of meeting (Notice of Meeting). By order of the board of directors of ComOps Limited Stuart M Clark Company Secretary Sydney 13 April 2011

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HOW TO VOTE Eligibility to vote For the purposes of the Meeting, a shareholder will be entitled to vote at the Meeting if they are recorded on the Company’s register of shareholders at 7.00pm on Friday 13 May 2011 (the Voting Entitlement Date). Accordingly, share transfers registered after the Voting Entitlement Date will be disregarded in determining entitlements to attend and vote at the Meeting. How to vote You may vote by attending the Meeting in person or by proxy. A body corporate can appoint a corporate representative. Voting in person To vote in person, attend the Meeting at the place and time specified in the Notice of Meeting. Voting by corporate representative Body corporate shareholders should complete a “Certificate of Appointment of Corporate Representative” to enable a person to attend the Meeting on their behalf. A form of this certificate may be obtained from Computershare Investor Services Pty Limited, the Company’s share registry, by calling 1300 850 505 (in Australia) or +613 9415 4000 (from overseas) or online at www.investorcentre.com under the information tab “Downloadable Forms”. Voting by proxy To vote by proxy, please complete, sign and return the relevant proxy form enclosed with this Notice of Meeting in accordance with the instructions on the proxy form. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote on their behalf. If two proxies are appointed, the shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If two proxies are appointed and no proportion or number is specified, each proxy may exercise half of the votes. A proxy need not be a shareholder. The proxy form contains voting instructions and other important information which you should read carefully. To be effective, the Company must receive proxy forms (duly completed and with any necessary documentation) at least 48 hours prior to the Meeting, that is, by 11.00am on Sunday 15 May 2011. Proxy forms may be returned by any of the following means: By mailing it to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 A REPLY PAID ENVELOPE IS ENCLOSED. By faxing it to: (within Australia): 1800 783 447 (outside Australia): +61 3 9473 2555 Proxy Forms must be signed by a shareholder or the shareholder’s attorney or, if the shareholder is a body corporate, by two directors or by a director and secretary, or if the shareholder is a proprietary company that has a sole director who is also the sole secretary (or has no secretary), by that director, or under hand of its attorney or duly authorised officer. If a proxy is signed by a shareholder’s attorney, the power of attorney must have been previously noted by the Registrar or a certified copy thereof must also be received by 11.00am on Sunday 15 May 2011.

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EXPLANATORY MEMORANDUM 1. GENERAL

This Explanatory Memorandum and all attachments to it are important documents. They should be read carefully and in their entirety. If you have any questions regarding the matters set out in this Explanatory Memorandum or the Notice of Meeting, please contact your financial adviser or other professional adviser.

This Explanatory Memorandum and the accompanying Notice of Meeting are each dated 13 April 2011.

Capitalised words and expressions used in the Notice of Meeting and Explanatory Memorandum are defined throughout the Notice of Meeting and Explanatory Memorandum.

Unless otherwise stated, all references to time are to Sydney time.

2. ITEM 1 – THE ANNUAL REPORT

The Corporations Act 2001 (Cth) (Corporations Act) requires: (a) the directors’ report and auditor’s report; and

(b) the annual financial report, including the financial statements of the Company for the year ended 31 December 2010,

(together, the Annual Report) to be laid before the annual general meeting of the Company.

A copy of the Annual Report will shortly be dispatched to shareholders.

The Corporations does not require a vote of the shareholders on the Company’s financial report or the associated directors’ report and auditor’s report. However, shareholders will be given ample opportunity to ask questions about or make comments on the management of the Company, including to raise questions or comments on the financial reports, at the Meeting.

The financial report for consideration at the meeting will be the full financial report. In accordance with section 250T of the Corporations Act, a reasonable opportunity will be given to shareholders as a whole at the Meeting to ask the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit written questions to the auditor in relation to the content of the auditor’s report and the conduct of its audit of the financial report in accordance with section 250PA of the Corporations Act. Written questions to the auditor are required to be given to the Company no later than the fifth business day before the day of the Meeting.

3. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

Section 250R(2) of the Corporations Act provides that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the vote. The remuneration report of the Company, which forms part of the directors’ report forming part of the Annual Report, which will be distributed to shareholders shortly.

The remuneration report sets out the Company’s remuneration policy and reports the remuneration arrangements in place for senior executives and directors, including non-executive directors.

Under the Corporations Act, the resolution of the Shareholders that the remuneration report of the Company be adopted is advisory only and does not bind the Company or its directors. However, the board will take the outcome of the vote into consideration when reviewing the remuneration practices of the Company.

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In accordance with section 250SA of the Corporations Act, a reasonable opportunity for the members as a whole to ask questions about or make comments on the remuneration report will be provided to shareholders at the Meeting.

The directors recommend that shareholders vote in favour of Resolution 1. The directors advise that they intend to vote all shares controlled by them as at the date of the Meeting IN FAVOUR of Resolution 1.

4. RESOLUTION 2 - APPOINTMENT OF DIRECTOR

Pursuant to the Company’s constitution and ASX Listing Rule 14.4, any Director (except a managing director) appointed by the Directors to fill a casual vacancy on the board or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the Company. Mr Ninis was appointed as director by your current board in the period since the last annual general meeting of the Company. Accordingly Mr Ninis must retire from office, but is eligible for re-election and offers himself for re-election at this Meeting.

Alex Ninis – BA/LLB University of Melbourne is a highly regarded corporate and commercial lawyer with an extensive practice focused on information technology, corporate/commercial, dispute resolution and corporate compliance. He has over 17 years of experience in the IT sector both in in-house legal roles and as an external legal advisor. He also has extensive IT transactional experience both in Australia and internationally. Alex is currently a director of Blue Rock Law. Alex joined Blue Rock Law in July 2010 and prior to this, Alex was a partner of the Sydney law firm, Truman Hoyle Lawyers, which he joined in 2006. Prior to joining Truman Hoyle, Alex was Vice President and General Counsel – Asia Pacific and Japan, at PeopleSoft Inc. Prior to joining PeopleSoft in 1998, Alex gained broad experience in the provision of legal services to corporate clients having held positions as legal counsel to the Australian Chamber of Manufacturers, legal counsel to Lend Lease Corporate Services and Legal Counsel (Locum) to Burns Philp & Company Ltd.

Your board considers Mr Ninis to be a valuable member of the board and works well with the other members of the board.

The directors recommend that shareholders vote in favour of Resolution 2. The directors advise that they intend to vote all shares controlled by them as at the date of the Meeting IN FAVOUR of Resolution 2.

5. RESOLUTIONS 3 – 9 – REPLACEMENT OF THE ENTIRE BOARD

Resolutions 3 – 9 (inclusive) to replace your entire board have been proposed by Moat Investments Pty Ltd (Moat) and Mr Andrew Roberts. Please note that these resolutions have not been endorsed by and are NOT supported by the current directors. If they are passed, the entire board will be replaced with nominees of Moat and Mr Roberts. Under the Corporations Act, any shareholder (or group of shareholders) holding at least 5% of the shares in the Company may request that the directors call a meeting to consider resolutions proposed by them (section 249D).

Both Moat and Mr Roberts separately requested that separate meetings be called with the combined intent of replacing the entire board with their own nominees. Whilst the Board had serious reservations about the validity of both of these requests as well as the motivations behind them, to avoid protracted argument and minimise costs, the board decided to allow all of the resolutions to be put at the Meeting.

A statement prepared by your board in relation to their removal accompanies this explanatory memorandum.

Moat has also prepared a statement in relation to its resolutions which also accompanies this explanatory memorandum. Mr Roberts has not provided a statement in support of his resolutions for circulation to members.

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Your board does not support these resolutions and intends to vote ALL shares controlled by them as at the date of the Meeting AGAINST Resolutions 3 – 9 (inclusive) which have been proposed by Moat and Mr Roberts.

These are important resolutions and your board urges you to read the accompanying statements and to vote all of your shares on each of Resolution 3-9 (inclusive).

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JOINT STATEMENT OF THE DIRECTORS

THE BOARD URGES YOU TO VOTE AGAINST RESOLUTIONS 3-9 PROPOSED BY MOAT AND MR ROBERTS

It is with regret that your board of directors of ComOps Limited (the Company) find themselves in the unenviable position of having to defend themselves from the proposal to replace your entire board with persons nominated by Moat Investments Pty Ltd (Moat) (who now holds less than 5% of your Company) and Mr Andrew Roberts (who now holds 11.5% of your Company) at the upcoming annual general meeting.

We are writing to you to ask for your continuing support of the current board, which over the last 6 months has been preparing the Company for a post-GFC environment and is in the process of implementing generational change in your Company.

Financial performance

Since the Company listed on the ASX in late in 1999 the Company has experienced periods of both rapid growth and contraction. More recently, an IT recession and the GFC have impacted on the Company's performance.

The Company's growth strategy has been based on acquisitions. These acquisitions have, in the main, been successful (the one exception being Human Capital Solutions Group Pty Ltd (HCS) which is discussed further below). It might well suit Moat's purposes to suggest that the financial impact of these acquisitions should be ignored, but this is plainly wrong.

We remain positive on the Company's future which we believe can only be enhanced by the appointment of our new General Manager - Solutions Marketing and CEO elect, Mr. Daniel Sheahan. (A copy of the ASX release announcing his appointment is enclosed).

No one is more disappointed in the Company's current share price than the Company's largest shareholder Richard Bradley and the other directors who are also shareholders.

We all believe that the Company’s share price is significantly underpriced. However with the outstanding performance of investments like Microster and Unibis, the recent acquisition of the Time Management business and the recent board and management changes, the board believes that your Company is well positioned for the future which will hopefully rectify this situation and to deliver value to all shareholders.

HCS

In 2007 we were approached by Concentric Business Solutions Limited to acquire HCS in exchange for cash and shares in the Company. Those arrangements included the appointment of two Concentric board members as well as Mr Andrew Roberts to the Company’s board. Mr Roberts also remained as managing director of HCS and his partner, Ms. Wendy Tyberek, remained as a senior employee of HCS. After a three year period of poor HCS profit performance, both Mr Roberts and Ms Tyberek resigned. Following that resignation Ms Tyberek, along with two key HCS personnel, joined a competing business.

Unfortunately the decline of the HCS business over the three year period has resulted in the HCS acquisition being a very poor investment and your directors are seeking advice as to whether your Company has any rights of action against Mr Roberts and/or Ms Tyberek.

Loan from Mr Bradley

In the early 2000's during what was called the “IT recession following Y2K”, the banks made a conscious decision not to lend to IT companies. This in fact led to the National Australia Bank recalling a $2.5 million facility from the Company. Following the recall, Mr Bradley and his family raised and loaned to the Company sufficient funds to cover the Company’s needs. The board of directors insisted that the loan be fully documented at arm's length and that a repayment schedule be included. At every balance date the auditors confirmed the repayments and validated that the loan was being repaid as per the agreement. At a later date when funds were made available from Bendigo Bank. Mr. Bradley has personally guaranteed the facility.

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Independence and corporate governance

Under Mr Geoffrey Wild AM's independent chairmanship, strict corporate governance has always been followed. While Moat may attempt to assert to the contrary, such assertions have not been, and cannot be, backed up. Notwithstanding these comments it is difficult to understand why Moat would be proposing to remove Mr. Wild at the annual general meeting when he has already announced in a letter to all shareholders dated 21 January 2011 his intention not to stand for re-election.

Restructure for the Future

Operating expenses over the last few years have been reduced significantly as the impact of the GFC has eased. Mr Bradley's salary package was derived and confirmed after carefully checking market indices. It should also be noted that every candidate that made the shortlist of seven for the new CEO's role was seeking at least the current CEO's package or greater.

The current board has been revitalised with the addition of Mr Alex Ninis and the appointment of Mr Daniel Sheahan as CEO elect (see attached ASX release). A new independent director with appropriate expertise to contribute to the Company's success is proposed to be located and appointed to the Company’s board. It is intended for Mr Bradley to eventually become a non-executive director.

Mr Cake

Mr Marcus Cake (who is standing for election under Resolution 7) was a director of the Company for approximately seven months until January 2011 when he resigned. Mr Cake worked as a consultant for the Company in the area of mergers and acquisitions. This consulting contract was terminated by the Company due to a lack of results. Mr Cake, through his apparent connections with Moat and Mr Roberts is now seeking to be appointed to the Board.

VOTE YOUR SHARES

If Resolutions 3 – 9 (inclusive) are approved, all of your current directors would be removed and persons nominated by Moat and Mr Roberts will take control of your Company's board.

We urge you to vote all of your shares AGAINST Resolutions 3 – 9 (inclusive) proposed in the notice of meeting convening the annual general meeting to be held on 17 May 2011.

Your directors intend to vote ALL of the shares controlled by them as at the date of the annual general meeting AGAINST Resolutions 3 – 9 (inclusive).This statement is dated 13 April 2011 and has been prepared by all of the directors of ComOps Limited pursuant to subsection 203D(4) of the Corporations Act 2001 (Cth)

Signed by

Geoffrey C Wild AM:

Signed by

Richard E Bradley:

Signed by

Alex Ninis:

Signed by:

Stuart Clark:

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ASX Release

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MOAT Statement

The following statement has been prepared by Moat Investments Pty Limited. Neither the Company nor your board take any responsibility for it.

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