Golden Circle Limited Northgate QLD Australia 4013 PO Box ...

Golden Circle Limited
ABN 85 054 355 618

www.goldencircle.com.au

260 Earnshaw Rd
Northgate QLD
Australia 4013
PO Box 106
Virginia QLD 4014
Ph: 07 3266 0000
Fax: 07 3266 0789

30 August 2007

Dear Shareholder,

RECAPITALISATION AND REFINANCING RECOMMENDATION &
EXTRAORDINARY GENERAL MEETING

Recapitalisation and Refinancing Proposal
I have previously informed you that the Board received indicative proposals relating to
recapitalisation, re-financing and ownership alternatives and that 3 parties were conducting due
diligence. Two of these parties, excluding Merim Pty Ltd, have provided the Board with indicative,
non-binding proposals. As at the date of this letter, these proposals are incomplete and confidential
however, following a Board Meeting scheduled for 30 August 2007 to further consider the two
proposals, the Board expects to be in a position to announce a recommended proposal to
shareholders by approximately 10 September 2007 and in any event well prior to the date of the
EGM referred to below.

To ensure that you are able to make a fully informed decision at the EGM further information in
relation to a final recommended proposal will be provided to shareholders at various informal
meetings to be held prior to the EGM. Details of dates and times of those meetings will be provided
shortly. I encourage all shareholders to attend an information session.

Extraordinary General Meeting
As you are also aware from my previous correspondence, the Company has received a requisition
notice from shareholders, representing more than 5% of the votes in the Company, requesting the
Board call a general meeting to consider the removal of the following directors: Mr. Chris Riordan,
Mr. John Schmoll, Mr. Eldo Di Pasquale and Mr. Lindsay Fullerton and to appoint Mr. Murray Pike,
Mr. Lee Henzell and Mr. Robert Stovold as replacement directors.

As a result an Extraordinary General Meeting is to be held at 1.00pm on Monday 24 September
2007 at the Nambour Civic Centre. Attached is a notice of meeting and an explanatory
memorandum detailing the business to be dealt with at the meeting. Please read this material
carefully.

The Golden Circle Board unanimously recommends that shareholders vote against all of the
proposed resolutions. Do not vote for the removal of the current directors and do not vote to
appoint any of the new directors. I wish to inform shareholders that I wholly support the existing
directors. If shareholders vote to remove Mr Riordan, Mr Schmoll, Mr Di Pasquale and Mr Fullerton
from the Board I will forthwith tender my resignation as Chairman, director and acting CEO
effective immediately following the close of the meeting.

If you choose to attend the meeting, please bring the attached attendance and admission cards to
facilitate registration into the meeting.

If you do not plan to attend the meeting, you are encouraged to appoint a person to attend and vote
on your behalf as your proxy by completing and returning the enclosed proxy form. Note you may
appoint the Chairman of the meeting as your proxy. Proxy forms must be received at the registered
office of the Company by 5.00pm on Wednesday 19 September 2007 to be valid for the meeting.

Yours faithfully,

Ern Pope
Chairman
GOLDEN CIRCLE LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING
GOLDEN CIRCLE LIMITED
ACN 054 355 618

Notice is hereby given that a General Meeting (‘EGM’) of Golden Circle Limited (Company) will be held at the
Nambour Civic Centre, Top Level, Centenary Square, Currie Street Nambour on Monday 24 September, 2007
commencing at 1.00 pm AEST.

AGENDA

Business:

To consider and if thought fit to pass the following 7. Resolution 7 – Election of Director
resolutions: Mr. Murray W Pike
“That Mr. Murray W Pike be elected as a
1. Resolution 1 – Removal of Director Director of the Company”.
Mr. Christopher J Riordan
By order of the Board
“That Mr. Christopher J Riordan be
D. Hammond
removed from office as a Director of the COMPANY SECRETARY
Company”. Brisbane, 30 August 2007

2. Resolution 2 – Removal of Director
Mr. John P Schmoll

“That Mr. John P Schmoll be removed
from the office as a Director of the
Company”.

3. Resolution 3 – Removal of Director
Mr. Eldo N Di Pasquale

“That Mr. Eldo N Di Pasquale be removed
from office as a Director of the Company.

4. Resolution 4 – Removal of Director
Mr. Lindsay Fullerton

“That Mr. Lindsay Fullerton be removed
from office as a Director of the Company”.

5. Resolution 5 – Election of Director
Mr. Robert L Stovold

“That Mr. Robert L Stovold be elected as a
Director of the Company”.

6. Resolution 6 – Election of Director
Mr. Leigh Henzell

“That Mr. Leigh Henzell be elected as a
Director of the Company”.

3

NOTES

1. Explanatory Memorandum

Before deciding how to vote, please carefully read the full text of the Explanatory Memorandum
which forms part of this Notice of Meeting.

The purpose of the Explanatory Memorandum is to provide Shareholders with an explanation of the
business of the EGM and of the Resolutions to be proposed and considered at the EGM and to allow
Shareholders to determine how they wish to vote on those Resolutions.

If you are in any doubt about the action which you should take in relation to voting on the proposed
Resolutions, you should consult your financial or other professional adviser immediately.

2. Registration

The EGM will commence at 1.00pm AEST. All persons entitled to vote will be required to register.
You will have received an attendance record card and a voting card with your annual report. Bring
these to the meeting to register your attendance and record your voting at the meeting. Registration
will take place from 12.00 noon to 12.45pm. To ensure a prompt start to the meeting, members are
requested to register early.

3. Voting

Please note that voting will proceed in accordance with the Constitution and only persons named in
the Register of members will be entitled to vote.

When joint holders are named in the Register of Members only one joint holder may vote. If more
than one of the joint holders is present at the EGM either personally or by attorney or proxy, the
person whose name stands first in the Company's Register of Members shall alone be entitled to
vote.

4. Proxies

Appointment

• A member entitled to attend and vote at the EGM is entitled to appoint a proxy.
• A proxy need not be a member of the Company. The person appointed as the member's

proxy may be an individual or a body corporate.
• Members who are entitled to cast two or more votes are entitled to appoint up to two proxies.

If a member appoints two proxies, each proxy may be appointed to represent a specified
portion or number of the member’s votes. If a member appoints two proxies and the
appointment does not specify the proportion or number of the member’s votes each proxy
may exercise, each proxy may exercise half of the member’s votes. Fractions of votes will be
disregarded.

Voting

• If a member appoints one proxy, that proxy may, subject to the Corporations Act, vote on a
show of hands. If a member appoints two proxies, either proxy (but not both) may vote on a
show of hands.

• A proxy may decide whether to vote on any motion, except where the proxy is required by
law or the Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is
directed how to vote on an item of business, the proxy may vote on that item only in
accordance with that direction. If a proxy is not directed how to vote on an item of business,
the proxy may vote as he or she thinks fit.

• If the abstention box on the Proxy Form for the item of business is marked, the proxy will be
directed not to vote on a show of hands or on a poll and the relevant shares will not be
counted in calculating the required majority on a poll. If no box is marked, the proxy will not
be directed as to how to vote and may vote as he or she sees fit.

4

• The Chairman of the EGM intends to vote all undirected proxies from members (who are
eligible to vote on the resolutions) against the resolutions to be voted on at the EGM. Any
Director or the Secretary appointed under a proxy will vote undirected proxies against the
resolutions to be voted at the EGM.

• No proxy holder may control more than 49% of the voting power of the Company. Voting
power is ascertained by aggregating:
o the voting power attaching to shares registered in the name of a person to which that
person is entitled, and in which that person has a beneficial interest; and
o the voting power conferred by proxy and attorney, but shall not include proxies which
direct the manner in which votes shall be cast. Directed votes shall not be counted in
ascertaining whether the number of votes to be cast by a person exceeds 49% of the
issued share capital of the Company.

Signing

• To be effective, the Proxy Form must be signed by the member or the member’s attorney.
• In the case of joint holders, the names of all holders must be recorded and all joint holders

must sign the Proxy Form.
• If the member is a corporation, the Proxy Form should be executed in accordance with

section 127 of the Corporations Act. If the member is a corporation and the Proxy Form is
not signed by two directors or a director and the company secretary, or is not clearly marked
as signed by the sole director / sole company secretary, please indicate the basis upon
which the form is signed (i.e. as authorised officer or attorney) and attach the relevant
authority (or a certified copy of such authority) to the Form. If the capacity in which a person
signs the Proxy Form for a corporate member is not clear, the Company reserves the right to
reject the proxy appointment.
• If you wish to appoint a body corporate as your proxy, the full name of that body corporate
must be set out. Do not use abbreviations. The body corporate will need to ensure that it:

(a) appoints an individual as its corporate representative to exercise its powers at meetings,
in accordance with section 250D of the Corporations Act; and

(b) provides a completed ‘Appointment of Corporate Representative’ form prior to
commencement of the EGM. This form is available from the Company by contacting the
Company Secretary on 07 3266 0118.

If such evidence is not received before the EGM, then the body corporate (through its
representative) will not be permitted to act as your proxy.

Lodgement

• The Proxy Form and any power of attorney or authority under which it is signed (or a certified
copy of such authority) must be received at the registered office of the Company by 5.00pm
AEST on Wednesday 19th September 2007. Proxy Forms can be lodged:

(a) by post at:

PO Box 106, Virginia QLD 4014

(b) in person or by post at:

260 Earnshaw Road, Northgate QLD 4013

(c) by facsimile on: (07) 3266 0718

Corporate Representative

• If a corporate representative is to attend the EGM on behalf of a corporate member or proxy,
a formal ‘Appointment of Corporate Representative’ form must be brought to the EGM. This
form is available from the Company by contacting the Company Secretary on 07 3266 0118.

Please refer to other notes appearing on the enclosed Proxy Form.

5

5. Recording Devices
In the absence of special permission, the Chairman will require that any recording or broadcasting
device (including tape recorders, still cameras and video cameras), and any article which may be
dangerous, offensive or liable to cause disruption, be deposited outside the EGM.

6. Required voting majorities
The Resolutions are proposed as ordinary resolutions. The passage of these Resolutions requires
the approval of a simple majority of votes cast by Shareholders present and voting at the EGM,
whether in person, by proxy or attorney or, in the case of a corporate Shareholder, by a natural
person representative.

6

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Additional information about business to be conducted at the EGM

This Explanatory Memorandum has been prepared to assist members in deciding how to vote on each of
the resolutions to be put to members for their consideration as set out in the Notice of Meeting.

Directors' recommendations and interests • A condition of one indicative confidential proposal
received by the Company is that there not be a
The Directors unanimously recommend that change in the current composition of the Board. If
Shareholders vote against all Resolutions. Each any of the Resolutions are passed, this condition will
Director who is also a Shareholder intends to vote all not be satisfied and the party that has made the
Shares he holds against all Resolutions. proposal in this effect reserves the right to terminate
the proposal with immediate effect.
The Resolutions put before the EGM relate to the
following matters: • If all of the Proposed Outgoing Directors are
removed from office as Directors, Mr Ern Pope, the
Item 1 – That Mr Christopher J Riordan be removed Chairman of the Company, will resign as Chairman,
from the office as a Director of the Company Director and acting CEO of the Company effective
immediately.
Item 2 – That Mr John P Schmoll be removed from
the office as a Director of the Company • If there is any change in the composition of the
Board such that there is no longer a majority of
Item 3 – That Mr Eldo N Di Pasquale be removed independent Directors, which continues for 30 days
from office as a Director of the Company after the Company receives notice requiring this
position to be remedied, an Event of Default will
Item 4 – That Mr Lindsay Fullerton be removed from arise under the terms of the B&B Notes. This issue
office as a Director of the Company can be rectified by the newly constituted Board
appointing a new independent Director to fill a
Item 5 – That Mr Robert L Stovold be elected as a casual vacancy.
Director of the Company
• The Resolutions to remove Mr Eldo Di Pasquale
Item 6 – That Mr Leigh Henzell be elected as a and Mr Lindsay Fullerton will not be effective until a
Director of the Company replacement Director has been appointed to
represent the interests of shareholders who are
Item 7 – That Mr Murray W Pike be elected as a Growers of pineapples.
Director of the Company
These factors are considered in further detail below.
Determinations of and entitlement to vote
Requirement to hold meeting
For the purposes of the meeting, shares will be taken
to be held by the persons who are registered as Sections 249D(1) and 249D(2) of the Corporations Act
members at least two clear business days before the provide that the Directors must call and arrange to
time for holding the meeting. Therefore those persons hold a general meeting on the request of members
who are registered as members at 1.00pm AEST on with at least 5% of the votes that may be cast at the
20 September 2007 will be entitled to vote on the general meeting.
Resolutions.
The notice to requisition this EGM was provided to the
Questions and comments by members Company on 12 July 2007, was duly signed by or on
behalf of Shareholders holding at least 5% of the votes
A reasonable opportunity will be given to members to that may be cast at a general meeting and, in
ask questions or make comments at the meeting. accordance with s.249D(5), requested that this EGM
be called within 21 days and held within 2 months
Key factors to be considered by Shareholders (Proposed Timeframe).

In considering how to vote on the Resolutions, However, the notice requirements in the Constitution
Shareholders should consider the following factors: would not have been complied with if a meeting was
convened within the Proposed Timeframe, and
• As shareholders are aware, two parties have therefore certain Resolutions could not be legally
provided the Company with indicative, non-binding effected at a meeting so convened.
proposals relating to recapitalization, refinancing
and ownership alternatives. The Board expects to
be in a position to announce to shareholders a
recommended proposal in mid September.

7

Accordingly, the requisitioning shareholders withdrew, Proposed Outgoing Directors
and subsequently re-submitted, the notice to
requisition the EGM on 9 August 2007, with the EGM Mr Christopher J Riordan
agreed to be held on 24 September 2007.
Mr Riordan is a practising lawyer. He was Chairman of
Proposals for the Company going forward SPC Ltd until 2002 and is a director of a number of
companies, including Radio Rentals Ltd, Future Capital
As Shareholders are aware, three parties, including Development Fund Ltd and Wingara Wine Group Pty
Merim Pty Ltd (Merim), have been involved in due Ltd.
diligence investigations in relation to the Company,
which are continuing. Two of these parties, excluding Mr John P Schmoll
Merim, have provided the Board with indicative, non-
binding proposals. As at the date of this Explanatory Mr Schmoll is a chartered accountant with over 30
Memorandum, these proposals are incomplete and years corporate and professional experience in the
confidential however, following a Board Meeting retail and financial services sector. Mr Schmoll was
scheduled for 30 August 2007 to further consider the formerly the Chief Financial Officer of Coles Myer Ltd,
two proposals, the Board expects to be in a position to and is currently a director of a number of other public
announce a recommended proposal to shareholders in companies.
mid-September, well prior to the holding of the EGM.
Mr Eldo N Di Pasquale
The Company expects to update Shareholders before
the EGM as described below. Mr Di Pasquale is a second generation pineapple
grower from the Glass House Mountains, where he has
Removal of Directors approximately 60 hectares under pineapples. He has
legal qualifications gained through the Solicitor’s Board
Clause 13.23.1 of the Constitution provides that, subject and practised in Brisbane for several years before
to the Corporations Act, the Company may by ordinary returning to the family farm.
resolution passed at a general meeting remove any or
every Director before the expiration of his or their period Mr Lindsay Fullerton
of office. A similar right also exists under the
Corporations Act. Mr Fullerton grows pineapples and macadamias at
Glass House Mountains, where his family has farmed
Therefore Shareholders have the right to remove the since 1914. He has a Diploma in Horticulture and a
Proposed Outgoing Directors by resolution, subject to Bachelor of Agricultural Science and is director of
compliance with the requirements in relation to interests Fullerton Farms Pty Ltd. He has extensive background
of particular shareholders. on grower representative committees at both State and
federal level.
Interests of classes of shareholders
Proposed resignation of the Chairman
Clause 13.1 of the Constitution requires that the Board
consists of not less than four nor more than eight If the Resolutions are passed, Mr Ern Pope, Chairman
persons of whom: of the Company, has indicated his intention to tender
forthwith his resignation as Chairman and Acting CEO
• two persons will be Growers of pineapples (or effective immediately following the close of the EGM.
directors of corporate Growers);
B&B Notes
• one person will be a Grower of fruit and vegetables
other than pineapples (or a director of a corporate If the Shareholders pass all Resolutions to remove the
Grower); Proposed Outgoing Directors and appoint the Proposed
Incoming Directors, the Board will consist of
• four persons will be independent Directors (not three Grower Directors and three independent
Growers) elected by all Shareholders. Directors.

Of the Proposed Outgoing Directors, Mr Eldo Di The relevant terms of the B&B Notes are as follows:
Pasquale and Mr Lindsay Fullerton are Shareholders
who are Growers of pineapple (or directors of corporate • Clause 14.9 obliges the Company to ensure that at
Growers) and Mr Christopher Riordan and Mr John all times there is a majority of Directors who are not
Schmoll are independent Directors. Growers.

Of the Proposed Incoming directors, Mr Leigh Henzell • Clause 8.1(c) provides that if the Company fails to
and Mr Murray Wayne Pike, are Growers of pineapple comply with any provision under the 'Transaction
(or directors of corporate Growers) and Mr Robert Documents' (which includes the terms of the B&B
Stovold would be an independent Director. Notes) and that breach has not been remedied
within 30 days of receiving notice of the breach,
Current Board of Directors requiring that breach to be remedied,
this constitutes an 'Event of Default'.
In addition to the Proposed Outgoing Directors, the
Board of Directors currently comprises: • Under clause 10.1, the B&B Notes may be
• Mr Ern Pope (Chairman and Acting CEO); redeemed at the election of B&B on the occurrence
• Mr Andrew Tyndale (representative of Babcock & of an Event of Default.

Brown and independent Director);
• Mr Peter Voight (Grower of fruit and vegetables

other than pineapple).

Therefore, if all Resolutions are passed by • a significant new matter has arisen which would
Shareholders such that there is no majority of have been required to be included in this
independent Directors, the Company will be in breach Explanatory Memorandum if it had arisen before the
of the terms of the B&B Notes, unless there is a date it was sent to Shareholders.
majority of non-Grower Directors within 30 days. If 30
days passes without there being a majority of non- Depending on the nature and timing of the change or
Grower Directors then this may constitute an Event of new matter, Golden Circle may circulate and publish
Default which will give B&B the right to redeem the B&B any supplementary document by any of the following
Notes. methods as Golden Circle in its absolute discretion
considers appropriate:
If the Resolutions are passed, the reconstituted Board
will need to ensure that the Board comprises a • making an announcement and posting it on the
majority of independent Directors (not Growers) within Golden Circle shareholder website, which can be
30 days after the meeting to ensure that no Event of accessed at www.goldencircle.com.au;
Default arises. The Board may do this by appointing a
new independent Director under the casual vacancy • placing an advertisement in a newspaper which is
provisions in clause 13.4 of the Constitution. circulated generally in Queensland; or

Other material information • posting the supplementary document to
Shareholders at their registered address as shown
Except as set out in this Explanatory Memorandum in Golden Circle's register of members.
and the accompanying Notice of Meeting, in the
opinion of the Directors there is no other information GLOSSARY
material to the making of a decision on how to vote on
the Resolutions, being information within any of the In this Explanatory Memorandum and Notice of
Directors' knowledge. Meeting, unless expressly stated to the contrary:

Golden Circle will issue a supplementary document to AEST means Australian Eastern Standard Time.
this Explanatory Memorandum if it becomes aware
before the proposed date of the EGM of any of the B&B means collectively B&B Golden Circle Holdings
following: Pty Ltd ACN 113 103 601 as trustee of The Golden
Circle Note Trust and Babcock & Brown Direct
• a significant change affecting a matter included in Investment Fund ACN 101 611 438 in its capacity as
this Explanatory Memorandum; or responsible entity of the Direct Investment Fund Equity
Trust ARSN 103 310 407 in 2005.
B&B Notes means convertible notes issued by the
Company to B&B on or about 15 April 2005. Grower has the meaning as set out in the Constitution.

Board means the board of Directors of the Company. Notice of Meeting means the notice of meeting which
contains the Resolutions.
Company or Golden Circle means Golden Circle
Limited ABN 85 054 355 618. Proposed Incoming Directors means Leigh Henzell,
Murray Pike and Robert Stovold.
Constitution means the constitution of the Company.
Proposed Outgoing Directors means Christopher
Corporations Act means the Corporations Act 2001 Riordan, John Schmoll, Eldo Di Pasquale and Lindsay
(Cth). Fullerton.

Director means a director of the Company. Resolutions means the resolutions to appoint and
remove Directors as set out in the Notice of Meeting.
EGM means the general meeting of the Shareholders,
notice of which is given in the form of the Notice of Share means a fully paid ordinary share in the capital of
Meeting. the Company.

Explanatory Memorandum means the explanatory Shareholder means a holder of one of more Shares.
information in relation to the Resolutions accompanying
the Notice of Meeting.

If you DO NOT wish to attend
If you wish to appoint a proxy:

If you wish to appoint a proxy:

1. Complete and sign this Proxy
Form.

2. Return to PO Box 106, Virginia
Qld 4014 or fax to 07 3266 0789.

Shareholder Name: «Name»
Shareholder Number: «Shareholder_No»

Proxy Form

I/We the above named shareholders of Golden Circle Limited hereby appoint

.....................................................................................................of ……………………………………...............................

(Name of Appointee) (Address)

or failing that person, or if no person is named, the Chairman of the meeting as my/our proxy to act generally at the meeting on my/our
behalf and to vote as directed below, at the Extraordinary General Meeting of the Company to be held on 24 September 2007 at
1.00pm and at any adjournment of that meeting.

The Chairman of the EGM intends to vote all undirected proxies from shareholders (who are eligible to vote on the resolutions) against
the resolutions to be voted at the EGM.

Resolutions FOR AGAINST ABSTAIN

Ordinary Business

(1) That Mr Christopher J Riordan be removed from office as a
Director of the Company

(2) That Mr John P Schmoll be removed from office as a Director
of the Company

(3) That Mr Eldo N Di Pasquale be removed from office as a
Director of the Company

(4) That Mr Lindsay Fullerton be removed from office as a Director
of the Company

(5) That Mr Robert L Stovold be elected as a Director of the
Company

(6) That Mr Leigh Henzell be elected as a Director of the Company

(7) That Mr Murray W Pike be elected as a Director of the
Company

If you wish to direct your proxy on how to vote, please indicate by placing an “X” in the For, Against or Abstain box in respect of that
resolution. Unless so instructed, the proxy will vote or abstain from voting on each resolution as he or she thinks fit.

Signature/s of Shareholder/s

……………………………………………………………………………………………………….……………
…………

……………………………………………………………………………….……………………………………
…………

Signed this …………………………...………….……….. day of …………………………………………………. 2007
To be effective, the proxy must be received by the registered office of Golden Circle Limited at 260 Earnshaw Road Northgate QLD
4013 by 5.00pm on 19 September 2007.

INSTRUCTIONS ON HOW TO COMPLETE THIS FORM IS OVER THE PAGE

How to Complete the Proxy Form

1 APPOINTMENT OF PROXY

If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting, please write the name
and address of that individual or body corporate in the space. If you leave this section blank, or your named proxy does not attend the meeting,
the Chairman of the Meeting will be your proxy. A proxy need not be a share holder of Golden Circle Ltd.

2 VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote all your shares, or abstain from voting all your shares, on an item of business by placing a mark in the
appropriate box opposite the item. Alternatively, you may direct your proxy to vote a number or percentage of your shares in a particular way,
and the remaining number or percentage in another way. This can be done by inserting the number or percentage in the appropriate box or
boxes next to the item. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than
one box on an item, or the number or percentage of shares specified in the FOR, AGAINST and ABSTAIN boxes for an item exceeds your total
shareholding, your vote on that item will be invalid.

Note, the Chairman of the EGM intends to vote all undirected proxies from members eligible to vote on the resolutions to be considered at the
EGM against the resolutions.

3 APPOINTMENT OF A SECOND PROXY

A member who is entitled to cast two or more votes may appoint up to two persons (including bodies corporate) as proxies to attend the
meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Golden Circle’s
Company Secretary on (07) 3266 0118 or you may copy this form. To appoint a second proxy you must: a) on each of the first Proxy Form and
the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not
specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be
disregarded; and b) return both forms together to the Company at the same time.

4 SIGNING INSTRUCTIONS

You must sign this form in the spaces provided. The signing will depend on the way the shares are held:
• Individual: Where the share holding is in one name, the member must sign.
• Joint Holding: Where the share holding is in more than one name, all of the members must sign.
• Companies: Where the share holding is in the name of a company and the company has a Sole Director who is also the Sole
Company Secretary, that person must sign this form. If the company (pursuant to section 204A of the Corporations Act 2001 (Cth))
does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly
with either another Director or a Company Secretary in accordance with section 127 of the Corporations Act 2001 (Cth). Please
indicate the office held next to the relevant signature. If a representative of a corporate share holder or a corporate proxy is to attend
the Meeting, the appropriate “Corporate Representative Form” should be produced prior to admission. This form may be obtained by
contacting Golden Circle’s Company Secretary on (07) 3266 0118.

Power of Attorney: To sign the proxy under Power of Attorney, you must attach a certified copy of the Power of Attorney to this form when you
return it.

5 LODGEMENT OF A PROXY

This Proxy Form (and any authority under which it is signed or a certified copy of that authority) must be received by Golden Circle Ltd not later
than 5.00pm on Wednesday, 19 September 2007. Any Proxy Form, authority or certified copy of an authority received after that time will not be
valid for the scheduled Meeting. The following addresses are specified for the purposes of receipt of Proxy Forms and any authorities under
which Proxy Forms are signed or certified copies of those authorities:

By Post

The Company Secretary
Golden Circle Limited
PO Box 106
Virginia QLD 4014

By Post or Personal Delivery

The Company Secretary
Golden Circle Limited
260 Earnshaw Road
Northgate QLD 4013

By Facsimile:

The Company Secretary
Golden Circle Limited
(07) 3266 0718

Should you have any further queries on how to complete the Proxy Form, please refer to the Notes in the Notice of Annual General Meeting or
alternatively telephone Golden Circle’s Company Secretary on (07) 3266 0118.