Level 3, 95 Coventry Street South Melbourne Vic 3205 For ... · Level 3, 95 Coventry Street South Melbourne Vic 3205 Australia Phone + 61 3 8695 9199 Fax + 61 3 9696 0700 12 August

Level 3, 95 Coventry StreetSouth Melbourne Vic 3205AustraliaPhone + 61 3 8695 9199Fax + 61 3 9696 0700

12 August 2008

Dear Shareholder

Ansearch appreciates your ongoing support as a shareholder. Your Company continues to be a leadingservice provider of online services for small and medium size businesses and online publishers. The past 12months have been difficult for the company in facing both internal issues and a challenging externaloperating environment. Notwithstanding this, Ansearch has developed from a small company with less than$1m in revenue to grow to $12m in just a few years.

Since coming into office at the end of last year we have set about rebuilding your company from the topdown, employing a new Board of Directors and Chief Executive Officer, and a new senior managementteam. We are confident that the relevant domain experience the new board of directors and the CEO bringto the company will help yield greater value to shareholders over the medium to long term. When we joinedthis company the incoming board and CEO were presented with significant legacy challenges across allareas of the business. We have strived to bring credibility and stability back to the Ansearch brand,operations and importantly its revenue.

As part of that process, we have restructured and simplified our organisation into three key businessdivisions - Ansearch Media, Webfirm and Searchworld.

You may be aware of the many announcements that Ansearch has made over recent months outlining newbusiness wins and significant new partnerships. These announcements are available on our website atwww.corporate.ansearch.com. These achievements demonstrate the vigour with which your Board andmanagement team have thrown themselves into rebuilding this company.

Our business continues to grow, and our financial results continue to improve. Revenues for the 2008financial year were up approximately 50% on the previous year, and since the appointment of our new CEOour losses have been steadily reducing. Your directors are keenly aware of the importance of bringing thecompany to a profitable position as swiftly as possible, and we anticipate that this will occur during thisfinancial year.

To support this ongoing growth, your board has taken the decision to raise additional capital that it will use toexpand Ansearch's three business divisions and develop new product lines. Our approach to this capitalraising is to issue new shares in three tranches as follows:

Firstly to identify and then place new shares with a small number of sophisticated investors who wish totake a long term position in the company. This offer is complete and was over-subscribed.

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Andrew BarlowChairman and fellow shareholder

Secondly, to place new shares with directors and senior management, each of whom have accepted theoffer, demonstrating their commitment to your company and willingness to be personally invested inAnsearch.

Thirdly, to make an offer to all of our shareholders by way of a share purchase plan enabling eachmember to apply for up to $5,000 worth of new shares on the same terms as those offered in the firsttwo tranches.

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We hope that this structure is attractive to existing shareholders and affords you the opportunity to increaseyour holding on the same terms as investors in the two tranche placement. Those of you who have only asmall unmarketable parcel of shares might like to take this opportunity to top up your holding in the company.Of course you are under no obligation to do so.

Naturally your Board considered all alternatives in the capital raising, but our aim was to end up with amethod that rewarded existing shareholders and minimised to the greatest extent possible any dilutiveeffects.

Your directors have agreed that their compensation should be largely performance based, and your CEOhas been placed on an incentive program that is intimately tied to increasing shareholder value. Ansearchemployees have also recently been offered a small parcel of shares in the company (from a previouslyapproved and issued ESOP) with a view to increasing their commitment to our long-term value creationobjectives for Ansearch. In all cases our aim is to align the interests of those working in the company tothose of our shareholders.

I have called an extraordinary meeting of members in order to:

Please find the materials for the meeting of members enclosed. I encourage your participation either throughattendance at the meeting, or by completing and returning the enclosed proxy form.

In closing, I wish to thank you for your ongoing support. Notwithstanding difficult market conditions, I feel thatAnsearch is now poised to capitalise on the growing online media market, to help small and mediumenterprises do 'better business online' and to meet our core objective: to generate value to you, theshareholder.

Yours Sincerely

obtain the consent of shareholders for directors to invest further in the company through the secondtranche placement of shares;

seek your approval of the long term incentive components of your director's and CEO's compensation;and

approve each of the three tranches of share issues with a view to positioning the company to takeadvantage of new opportunities as they arise through small share issues if required.

a)

b)

c)

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ANSEARCH LIMITED ACN 001 287 510

NOTICE OF MEETING

16 September 2008 at 3.00pm (AEST)

TO BE HELD AT

The offices of Minter Ellison Lawyers Level 23, Rialto, 525 Collins Street, Melbourne, Victoria

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact Damian Element, Company Secretary on +61 03 8695 9199.

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ABN 70 001 287 510 Level 3, 95 Coventry Street South Melbourne Vic 3205 Australia Phone + 61 3 8695 9199 Fax + 61 3 9696 0700

12 August 2008

Dear Shareholder

Please find enclosed the following documents in relation to an extraordinary general meeting of shareholders of Ansearch Limited (Company) to be held at the offices of Minter Ellison Lawyers, Level 23 Rialto, 525 Collins Street, Melbourne, Victoria at 3.00pm (AEST) on 16 September 2008:

(a) Notice of Meeting (together with an Explanatory Statement); and

(b) Proxy Form (together with proxy instructions).

The meeting is being convened for the purpose of seeking shareholder approval of resolutions which, if approved, will:

(a) ratify the recent issue of shares by the Company;

(b) permit the Company to make a further placement of its shares (as part of the overall capital raising by the Company) to the Directors (or related entities of the Directors) and senior management team;

(c) permit the issue of shares and/or options to the Directors (as part of the incentive arrangements); and

(d) facilitate an offer of shares to all shareholders under the Company's Share Purchase Plan.

The funds raised will be primarily used by the Company to grow the existing business activities of the Company and to expand the Company's activities into new areas of business.

The Company is excited about the opportunity to welcome new shareholders and to have its existing shareholders participate in the growth of the Company. It looks forward to working with all current and potential stakeholders in building the Company's future.

The details of the proposed resolutions are set out in the Explanatory Statement that accompanies and forms part of the Notice of Meeting. The Directors commend the resolutions for your support.

If you are not able to attend the Extraordinary General Meeting in person, you are urged to complete and lodge the enclosed Appointment of Proxy.

Yours sincerely

Damian Element Chief Financial Officer/Company Secretary

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NOTICE OF MEETING

Ansearch Limited (Company) gives notice that an Extraordinary General Meeting of the members of the Company will be held on 16 September 2008 commencing at 3.00pm (AEST) at the offices of Minter Ellison Lawyers, Level 23, 525 Collins Street, Melbourne, Victoria.

The Explanatory Statement which accompanies and forms part of this Notice of Meeting more fully describes the matters to be considered at the Extraordinary General Meeting.

AGENDA

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

1. Resolution 1 – Ratification of the placement of shares to sophisticated / professional investors

That, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, ratification be given to the Company for the issue of 72,000,000 fully paid ordinary shares in the Company at an issue price of $0.012 per share to the persons nominated in, and on the terms and conditions set out in, the Explanatory Statement accompanying this Notice.

2. Resolution 2 - Approval for the placement of shares to sophisticated / professional investors

That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given for the Company to issue up to 34,333,334 fully paid ordinary shares in the Company at an issue price of $0.012 per share to sophisticated and professional investors nominated by the Company (in conjunction with BGF Corporate Limited) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.

3. Resolution 3 – Approval for the issue of shares to Andrew Barlow

That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the Company to issue up to 6,250,000 fully paid ordinary shares in the Company at an issue price of $0.012 per share to Andrew Barlow (or an entity associated with Andrew Barlow), a Director of the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.

4. Resolution 4 – Approval for the issue of shares to Adrian Giles

That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the Company to allot and issue up to 12,500,000 fully paid ordinary shares in the Company at an issue price of $0.012 per share to Adrian Giles (or an entity associated with Adrian Giles), a Director of the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.

5. Resolution 5 – Approval for the issue of shares to Adrian Vanzyl

That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the Company to allot and issue up to 4,166,167 fully paid ordinary shares in the Company at an issue price of $0.012 per share to Adrian Vanzyl (or an entity associated with Adrian Vanzyl), a Director of the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.

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6. Resolution 6 – Approval for the issue of shares to David Burden

That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the Company to allot and issue up to 8,333,334 fully paid ordinary shares in the Company at an issue price of $0.012 per share to David Burden (or an entity associated with David Burden), the Managing Director of the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.

7. Resolution 7 – Approval for the issue of shares to David Burden

That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the Company to allot and issue 10,000,000 fully paid ordinary shares at an issue price of $0.02 per share to David Burden, (or an entity associated with David Burden), a Director of the Company, on the terms and conditions as set out in the Explanatory Statement accompanying and forming part of the Notice.

8. Resolution 8 - Approval for the issue of options to Andrew Barlow

That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the Company to issue 10,000,000 Options to Andrew Barlow, (or his nominee), the Chairman and a Non-Executive Director of the Company, on the terms and conditions as set out in the Explanatory Statement accompanying and forming part of the Notice.

9. Resolution 9 - Approval for the issue of options to Adrian Giles

That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the Company to issue 10,000,000 Options to Adrian Giles, (or his nominee), a Non-Executive Director of the Company, on the terms and conditions as set out in the Explanatory Statement accompanying and forming part of the Notice.

10. Resolution 10 - Approval for the issue of options to Adrian Vanzyl

That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the Company to issue 10,000,000 Options to Adrian Vanzyl, (or his nominee), a Non-Executive Director of the Company, on the terms and conditions as set out in the Explanatory Statement accompanying and forming part of the Notice.

11. Resolution 11 - Approval for the issue of shares under Share Purchase Plan

That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given for the Company to issue up to 145,000,000 fully paid ordinary shares in the Company at an issue price of $0.012 per share to the members of the Company under the Company's share purchase plan on the terms and conditions set out in the Explanatory Statement accompanying this Notice.

Date: 12 August 2008

BY ORDER OF THE BOARD Damian Element Chief Financial Officer/Company Secretary

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VOTING EXCLUSION STATEMENT

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the respective Resolutions by the following persons:

RESOLUTION PERSONS EXCLUDED FROM VOTING

Resolution 1 – Ratification of the placement of shares to sophisticated and professional investors

Any person who participated in the issue and any associate of any such person.

Resolution 2 – Approval for the placement of shares to sophisticated and professional investors

Any person who may participate or has agreed to participate in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed and any associate of that person.

Resolutions 3, 4, 5, 6, 7, 8, 9 and 10 – Approval for the issue of Shares/Options to the related parties

The recipient of the Shares/Options and any associate of that recipient.

Resolution 11 – Approval for the issue of shares under the Company's Share Purchase Plan

Any person (or an associate of that person) who might obtain a benefit (except a benefit solely in the capacity as a holder of ordinary shares) if the resolution is passed.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a member who is entitled to vote and it is cast 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 and it is cast in accordance with a direction on the proxy form to vote as the proxy decides.

NOTES

These Notes form part of the Notice of Meeting.

Members entitled to attend and vote

The Directors have determined that, for the purpose of determining entitlements of members to attend and vote at the Extraordinary General Meeting, members are those persons who are the registered holder of shares in the capital of the Company at 7.00pm (AEST) on 15 September 2008. Transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Extraordinary General Meeting.

Appointment of proxies

Each member entitled to vote at the Extraordinary General Meeting may appoint a proxy to attend and vote at the Extraordinary General Meeting. A member entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes (disregarding fractions of votes).

A proxy need not be a member of the Company and can be an individual or a body corporate.

A member that is a body corporate or a body corporate appointed as a member's proxy may appoint a representative to exercise any of the powers the body may exercise as a member or proxy at the Extraordinary General Meeting. The appointment by a member that is a body corporate may be a standing appointment.

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The representative should bring to the Extraordinary General Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless previously given to the Company.

Voting by proxy

To vote by proxy:

• the signed and completed proxy appointment form (enclosed with this Notice); and

• if the appointment is signed by the appointor's attorney – the authority under which the appointment was signed (e.g. a power of attorney) or a certified copy of it,

must be received by the Company at the address set out below by no later than 3.00pm (AEST) on 14 September 2008. Documents received after that time will not be valid for the scheduled Extraordinary General Meeting.

• By fax: +61 3 9473 2555.

• By mail: Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne VIC 3001

• By delivery: Computershare Investor Services Pty Ltd, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, Australia, 3067

Your proxy appointment form is enclosed.

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EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement and the information included within it forms part of the Notice of Meeting and has been prepared to provide shareholders of Ansearch Limited (Company) with information about the items of business to be considered at the Extraordinary General Meeting to be held at the offices of Minter Ellison Lawyers, Level 23 Rialto, 525 Collins Street, Melbourne, Victoria on 16 September 2008 at 3.00pm (AEST).

This Explanatory Statement is an important document and should be read carefully by all shareholders.

Capitalised terms in this Explanatory Statement are defined in the Glossary.

BACKGROUND

On 29 July 2008, the Company announced its intention to undertake a capital raising by way of a placement to sophisticated and professional investors and the Directors / senior management of the Company (Placement) and by an associated offer to all shareholders under the Company's Share Purchase Plan (SPP).

It is intended to raise approximately $1.3 million by the Placement. The Placement will be conducted in two parts:

(a) the first tranche, which has already been completed, involved the issue of 72,000,000 Shares to professional and sophisticated investors to raise $864,000 (Tranche 1 Offer); and

(b) the second tranche, which will be completed immediately following the Meeting (if all resolutions are approved), involves the subscription by the Directors and members of the senior management team of the Company (or entities associated with them) for up to 34,333,334 Shares to raise up to $412,000 (Tranche 2 Offer).

The subscription price of the Shares offered under the Placement will $0.012 per Share.

The Shares forming part of the Tranche 1 Offer were subscribed for by the sophisticated and professional investors identified by the Company (in conjunction with BGF) and listed in this Explanatory Statement. The Shares issued under the Tranche 1 Offer were issued by the Company within the limit of 15% of its issued capital that may be issued in any 12 month period without shareholder approval. If Resolution 1 is approved, the issue of the Tranche 1 Shares will be ratified, which ratification will refresh the ability of the Company to issue further Shares, up to the limit of 15%, in the next 12 month period without shareholder approval.

Under the Tranche 2 Offer, the Company expects to raise up to $412,000 from the issue of up to a further 34,333,334 Shares to the Directors and members of the senior management team of the Company (or entities associated with them). If Resolution 2 is approved, the Shares issued under the Tranche 2 Offer will not be counted within the limit of 15% of the issued capital of the Company that may be placed without shareholder approval in the next 12 month period.

As part of the Tranche 2 Offer, the Directors have agreed to subscribe for up to 31,250,000 Shares at the same issue price per Share as that offered under to the other investors in the Placement. If Resolutions 3, 4, 5 and 6 are approved, the Company will be permitted to issue those Shares to its Directors.

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Resolution 7 is proposed for the purpose of approving an issue of Shares to the Managing Director, Mr David Burden. The details of the Shares and the terms of issue of those Shares (including the loan to be made by the Company top Mr Burden), which form part of the long term incentive offered to Mr Burden under the terms of his employment contract with the Company, are set out in this Explanatory Statement

Resolutions 8, 9 and 10 are proposed for the purpose of approving an issue of Options to each of the Non-Executive Directors (or their respective nominees). The details of the Options (including the vesting conditions) are set out in this Explanatory Statement.

In addition to the Placement, as a means of offering all Shareholders the opportunity to subscribe for Shares at the same price as offered under the Placement, the Company intends to make offers to all Shareholders to subscribe for up to $5,000 worth of Shares at an issue price of $0.012 per Share under the Company's Share Purchase Plan (SPP Shares). The maximum amount to be raised under the SPP is $1.7 million. If Resolution 11 is approved, the SPP Shares will not be counted within the limit of 15% of the issued capital of the Company that may be placed without shareholder approval in the next 12 month period.

The funds raised from the Placement and the SPP will be used by the Company for the following purposes:

• Expansion of the Webfirm retail outlets; • Establishment of an agency reseller network for Searchworld; • Marketing of Search Engine Marketing products; • Marketing of new search engine incorporating blinkx video search; • Development of a range of new mobile initiatives ; and • Additional working capital. BUSINESS OF THE MEETING

RESOLUTION 1 – RATIFICATION OF THE PLACEMENT OF SHARES TO INVESTORS

Summary of Tranche 1 Offer

On 29 July 2008, the Company completed a placement of 72,000,000 Shares to sophisticated and professional investors to raise $864,000 (before raising expenses).

The Tranche 1 Offer is part of an overall strategy designed to raise new capital for the Company of up to $3.0 million (approximately). The other components of that strategy are the Tranche 2 Offer (including the Director Offer) and the SPP. The new equity funds raised by the Placement and the SPP will be used as noted above.

Shareholder approval

Listing Rule 7.1 provides that a listed company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides that an issue of securities made by a listed company without the prior approval of its shareholders may be treated as having been made with shareholder approval if:

• at the time the issue took place, it did not breach Listing Rule 7.1; and

• the shareholders of the company, in general meeting, subsequently ratify the issue of the shares.

Accordingly, as the Tranche 1 Offer was made in accordance with Listing Rule 7.1, Resolution 1 is proposed for the purpose of ratifying the issue of the Tranche 1 Shares and thereby permitting the Company to issue Shares without their issue interfering with, or restricting, the ability of the Company to issue securities up to the 15% limit in any 12 month period.

Listing Rule 7.5 requires the following information concerning the issue of the Tranche 1 Shares be included in the Notice:

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• Number of securities issued

The number of Shares issued under the Tranche 1 Offer was 72,000,000.

• The issue price of the securities

The Shares will be issued at $0.012 per Share.

• Name of allottee

UBS Nominees Pty Ltd

• Terms of the securities

The Shares comprising Tranche 1 are fully paid ordinary shares which rank equally with all other existing Shares from the date of issue.

• Intended use of funds raised

The funds raised by the Placement (including the issue of the Tranche 1Shares) will be used by the Company for the purposes described above under the heading 'Background'.

• Voting exclusion statement

A voting exclusion statement relating to Resolution 1 is included in the Notice.

Effect of Shareholder approval

If approved, Resolution 1 will result in the ratification of the issue of the Tranche 1 Shares (i.e. 72,000,000 Shares) and refresh the ability of the Company to issue further Shares up to the limit of 15% of its issued capital in any 12 month period without shareholder approval.

RESOLUTION 2 – APPROVAL OF THE PLACEMENT OF SHARES TO INVESTORS

Summary of Tranche 2 Offer

Under the Tranche 2 Offer, the Company expects to raise up to $412,000 from the issue of up to a further 34,333,334 Shares.

As part of the Tranche 2 Offer, the Directors have agreed to subscribe for up to 31,250,000 Shares at the same issue price per Share as that offered under to the other investors in the Placement. The placement of these Shares to the Directors is the subject of Resolutions 3 to 6 (inclusive).


Listing Rule 7.1 provides that a company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Resolution 2 (if approved) will permit the Company to issue the new 34,333,334 Shares to the Directors and management team without the issue of those Shares impacting on or restricting the ability of the Company to subsequently issue securities up to the 15% limit in the next 12 month period.

Listing Rule 7.3 requires the following information concerning the issue of the Tranche 2 Shares to sophisticated and professional investors be included in the Notice:

• Maximum number of securities to be issued or formula for calculating the number of securities the entity is to issue

The maximum number of Shares to be issued under the Tranche 2 Offer will be 34,333,334.

• Date by which the entity will issue the securities

It is expected that the management team members will complete subscription for the number of Shares agreed to be subscribed for by each of them immediately following the date of the Meeting. In any event, no Shares will be issued to any such person more than three months after the date of the Meeting.

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• Name of allottees (if known) or the basis upon which allottees will be identified or selected

The allottees of the Shares will be the Directors and three members of the senior management team of the Company.


The Shares to be issued under Tranche 2 are fully paid ordinary shares which will rank equally with all other existing Shares from the date of issue.


The funds raised by the issue of the Placement Shares (including the issue of the Tranche 2 Shares) will be used by the Company for the purposes described above under the heading 'Background'.




If approved, Resolution 2 will result in the issue of a maximum of 34,333,334 Shares at $0.012 each.

RESOLUTIONS 3, 4, 5 & 6 – APPROVAL FOR THE ISSUE OF SHARES TO DIRECTORS

Resolutions 3, 4, 5 and 6 seek Shareholder approval, for the purpose of Listing Rule 10.11, for the subscription (for cash) by each of the Directors (or entities associated with them) for Shares:

Name Position Number of shares issued

Price to be paid per Share

David Burden Managing Director 8,333,334 $0.012

Andrew Barlow Director and Chairman 6,250,000 $0.012

Adrian Giles Director 12,500,000 $0.012

Adrian Vanzyl Director 4,166,167 $0.012

The Director Offer is part of the Tranche 2 Offer. The willingness of the Directors to subscribe for Shares under the Director Offer is confirmation of their faith in the Company and its business.

Listing Rule 10.11

Under Listing Rule 10.11, the Company must obtain the approval of its Shareholders by ordinary resolution before it can issue securities to a related party or a person whose relationship with the Company or a related party is, in ASX's opinion, such that Shareholder approval should be obtained. Each of the Directors is a related party of the Company. Accordingly, the proposed subscriptions by each of them (or entities associated with them) require Shareholder approval under Listing Rule 10.11.

Shareholders should note that as approval is being sought for the issue of the Shares forming part of the Director Offer under Listing Rule 10.11, Shareholder approval under Listing Rule 7.1 is not also required for the issue of these Shares.

Listing Rule Disclosure

Listing Rule 10.13 requires the following information concerning the issue of Shares to the related parties be included in the Notice:

• The names of the recipients of the Shares

The Shares will be issued to each of the Directors (or entities associated with each of them respectively) in the numbers set out above. Each is a related party of the Company.

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• Maximum number of securities to be issued

The maximum number of Shares that will be issued to each related party recipient is set out above.

• Date of issue

It is expected that each subscriber under the Director Offer will subscribe for up to that number of Shares as agreed to be subscribed for by it immediately following the date of the Meeting. In any event, no Shares will be issued to any of the subscribers more than one month after the date of the Meeting.

• Issue price of the securities

The price per Share to be paid by each Director will be $0.012.

• Use of funds

The funds raised by the issue of the Shares to the Directors will be used by the Company for the purposes described above under the heading 'Background'.


The Shares to be issued are fully paid ordinary shares which will rank equally with all other existing Shares from the date of issue.


A voting exclusion statement relating to Resolutions 3, 4, 5 and 6 is included in the Notice.


If Resolutions 3, 4, 5 and 6 are approved, the Company will be authorised to issue up to 31,250,000 Shares to the Directors (or entities associated with them). The issue of the Shares will be on the terms and conditions set out in this Explanatory Statement.

RESOLUTION 7 – APPROVAL FOR THE ISSUE OF SHARES TO DAVID BURDEN

Subject to shareholder approval of Resolution 7, it is proposed that a total of 10,000,000 fully paid ordinary shares in the Company at an issue price of $0.02 per Share will be issued to Mr Burden (or an entity associated with Mr Burden). Mr Burden is the Managing Director and the Chief Executive Officer of the Company.

The issue of the Shares is part of the long term incentive arrangements agreed with Mr Burden under his employment agreement. It is intended that the issue of Shares to Mr Burden will be a 'once only' event. Future issues of equity securities to him are likely to involve options only. To facilitate the issue of the Shares to Mr Burden, the Company will make an interest free loan of $200,000 to Mr Burden. The Board believes the issue of the Shares and the making of the loan is appropriate.

Under Listing Rule 10.11, the Company must obtain the approval of its shareholders by resolution before it can issue securities to a related party or a person whose relationship with the Company or a related party is, in ASX's opinion, such that shareholder approval should be obtained. As a Director of the Company, Mr Burden is a related party of the Company, and therefore the proposed issue of the Shares requires shareholder approval under Listing Rule 10.11. Approval under Listing Rule 10.11 has the effect that approval under Listing Rule 7.1 is not required.

Shareholders should note:

• if the issue of the Shares is approved, the Shares will be issued under the general power of the Board to issue securities (and not under any employee incentive plan);

• the provision of the loan to Mr Burden constitutes the provision of financial assistance by the Company in respect of the acquisition of its Shares. A company may provide financial assistance to a person to acquire shares in itself if the giving of the financial assistance does not materially prejudice:

• the interests of the company or its shareholders;

• the company's ability to pay its creditors.

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As there is no cash effect arising from the making of the loan, the Board has formed the view that there is no material prejudice.

• the benefit to be received by Mr Burden if the loan arrangement is implemented is a benefit that forms part of his overall employment arrangements with the Company. The Board believes that the giving of the benefit is reasonable in the circumstances of the Company.


Under Listing Rule 10.13, the Company is required to provide the following information to shareholders to allow them to assess the proposed issue of the Shares to Mr Burden:

• Name of allottee

The Shares will be issued to Mr David Burden (or an entity associated with him), the Managing Director and Chief Executive Officer of the Company.

• Number of securities to be issued

The maximum number of Shares for which approval is being sought is 10,000,000.

• Date of issue

The Shares will be issued immediately following the date of the Meeting. In any event, no Shares will be issued to Mr Burden (or an entity associated with Mr Burden) more than one month after the date of the Meeting.

• Issue price

The subscription price per Share will be $0.02.

• Use of funds

The funds raised by the issue of the Shares to Mr Burden will be used by the Company for the purposes described above under the heading 'Background'.


As indicated above, it is intended that the acquisition by Mr Burden of the Shares will funded by a loan made by the Company to Mr Burden of an amount equal to the total purchase price (i.e. $200,000). As a consequence, particular conditions attach to the Shares and the ancillary loan arrangements with Mr Burden. The material terms of the arrangement are:

• the offer of Shares (and the loan to acquire the Shares) is conditional on the agreement of Mr Burden to the cancellation of all existing options held by him - he currently holds 25,000,000 options that are exercisable in 5 equal tranches at exercise prices that range from $0.10 to $0.30 per option and final exercise dates that range from 30 June 2009 to 30 April 2011.

• the acquisition price of the Shares is $0.02 – that compares to the current market price of the Shares on ASX of $0.012 (last sale price on 08 August 2008).

• vesting of the Shares in Mr Burden will be subject to the following conditions:

• vesting will occur in three equal tranches over the next three financial years (ending 30 June 2009, 2010 and 2011);

• vesting is conditional on Mr Burden remaining employed by the Company; and

• at the time of vesting, Mr Burden must have fully complied with all terms of issue;

• if Mr Burden ceases to be employed by the Company, he will be entitled to retain all Shares vested prior to the date of termination. All unvested Shares will be subject to buy back by the Company at the issue price except where the employment ceases by reason of redundancy, death, total and permanent disablement or by notice of termination given by the Company without cause. In each of those cases, Mr Burden will be entitled to retain all Shares issued to him if he repays the outstanding balance of the loan within 6 months of the date of termination of his employment;

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• despite any other term, if Mr Burden's employment by the Company is terminated by reason of gross negligence, dishonest or fraudulent act or other conduct warranting immediate dismissal, all Shares, including unvested Shares, will be subject to buy back by the Company. The buy back price for vested Shares will be the market price of the Shares at that time. For unvested Shares, the buy back price will be issue price;

• no Shares are transferable until vested and the attaching loan is repaid in full.

• the amount of the loan will be 100% of the total aggregate cost of the Shares (i.e. $200,000);

• the minimum term of the loan will be 18 months. The Company must give not less than 6 months notice to repay, which notice cannot be given until after the date of the first anniversary of the making of the loan;

• other than a holding lock and the above restriction on the transfer of Shares until the loan is repaid in full, the loan is unsecured;

• no interest is payable on the loan (except if there is a default in repayment in which case default interest at the Company's overdraft rate will apply);

• despite all other conditions, immediate vesting of all Shares will occur if, for example, following a takeover scheme / scheme of arrangement an offeror acquires in excess of 50% of the issued capital of the Company;

• other than as set out above, the Shares to be issued will be fully paid ordinary shares which will rank equally with all other existing Shares from the date of issue;

• the Company will have recourse to Mr Burden if he fails to repay the loan. The Company may exercise its discretion not to adopt that course. At this stage, the only circumstances in which the Company has indicated to Mr Burden that it will exercise its discretion not to seek recovery from him of any outstanding balance of the loan (after sale of all Shares) is where his employment by the Company ceases by reason of death, disablement or redundancy or is terminated by the Company without cause; and

• Mr Burden may request at any time that the Company buy back the Shares. Except as noted above, the buy back price will be the market price of the Shares traded on ASX (determined by reference to a 5 day VWAP calculation) at that time. The Company may buy back the Shares, but has no obligation to do so except as noted above in respect of unvested Shares.



RESOLUTIONS 8, 9 & 10 – APPROVAL FOR THE ISSUE OF OPTIONS TO NON-EXECUTIVE DIRECTORS

Subject to shareholder approval of Resolutions 8, 9 and 10, for the purposes of Listing Rule 10.11, it is proposed that 30,000,000 Options will be issued to the Non-Executive Directors as follows:

Name Position Number of Options issued

Andrew Barlow Non-Executive Director (Chairman) 10,000,000

Adrian Giles Non-Executive Director 10,000,000

Adrian Vanzyl Non-Executive Director 10,000,000

Each of Mr Barlow, Mr Giles and Mr Vanzyl is a Non-Executive Director and, with a current Board comprising four Directors only, each is actively involved in the management of the Company. As a result, the Company is able to conduct its business with a smaller Board and management team than might otherwise be the case (with consequent savings in employment and other costs). It is also the case that each of the Non-Executive Directors is heavily involved (using their networks and other industry contacts) in the identification and review of new opportunities for the Company, which opportunities might not otherwise be available to the Company.

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The issue of the Options is to designed to reward, in part, each of the Non-Executive Directors for the expanded role that they undertake in the Company and the fact that the Non-Executive Director's fees paid to them do not adequately compensate them for either their enlarged role in the Company or the opportunities directed by them to the Company. The Board believes the grant of the Options is appropriate for each of them in their capacity as Non-Executive Directors.

The decision to issue the Options (subject to Shareholder approval) has been made having regard to benchmark remuneration information available to the Company and to bring their remuneration into line with the Company's peers in the sector. The issue of the Options is not considered by the Board to be a bonus payment. For the avoidance of doubt, it should be noted that in accordance with ASX Best Practice Recommendations, the issue of options to the Non-Executive Directors is not subject to the achievement of any performance conditions.

Under Listing Rule 10.11, the Company must obtain the approval of the Shareholders by resolution before it can issue securities to a related party or a person whose relationship with the Company or a related party is, in ASX's opinion, such that shareholder approval should be obtained. As each Non-Executive Director is a related party of the Company, the proposed issue of the Options requires shareholder approval under Listing Rule 10.11.

Approval under Listing Rule 10.11 has the effect that approval under Listing Rule 7.1 is not required.


Under Listing Rule 10.13, the Company is required to provide the following information to shareholders:

• Names of allottees

The Options will be issued to each of the Non-Executive Directors (or their respective nominees). Each is a related party of the Company (as detailed above).

• Number of securities to be issued

The maximum number of Options that will be issued to each related party recipient is set out above. Shareholders should note that, if the issue of the Options is approved, the Options will be issued under general power of the Board to issue securities and not under any employee incentive plan.

• Date of issue

The Options will be issued immediately following the date of the Meeting. In any event, no Options will be issued to any of the Non-Executive Directors (or their respective nominees) more than one month after the date of the Meeting.

• Issue price

No monetary consideration is payable on issue of the Options.

• Use of funds

No funds are to be raised by the issue of the Options. On exercise of the Options, the funds raised on such exercise will most likely be applied to meet the Company’s working capital requirements.

• Summary of the terms and conditions of issue of the Options

The full terms and conditions of the issue of the Options are set out in the Annexure.

Set out below is a summary of the material terms of the Options, which should be read subject to and in conjunction with the full terms set out in the Annexure. All of the conditions apply independently to each of the Non-Executive Directors:

(a) Each Option may be exercised at an exercise price per Option of $0.02 (Exercise Price) and may only be exercised on or after vesting occurs.

(b) The final exercise date will be 30 June 2012.

(c) A total of 3,333,333 Options will not be subject to any vesting conditions. Those Options may be exercised at any time after grant.

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(d) Vesting of the remaining Options will occur subject to the following conditions being met by the respective Non-Executive Directors:

(i) 3,333,333 Options will vest if the Non-Executive Director remains a director of the Company on 31 March 2009; and

(ii) the remaining 3,333,334 Options will vest if the Non-Executive Director remains a director of the Company on 31 March 2010.

(e) All unvested Options will lapse if the Non-Executive Director cease to hold office as a Director other than as a result of death or total and permanent disablement or Shareholder vote. In the event of death or total and permanent disablement, unvested Options will vest on a pro rata basis. In the event a Non-Executive Director is removed from or ceases to hold office as a director by reason of a Shareholder vote, he will have a period of 3 months after ceasing to hold office in which to exercise any or all of his Options (both vested and unvested).

(f) Options will also vest in the event of a change of control of the Company (for example, in the event of a takeover or merger of the Company) prior to the occurrence of a vesting event. This will be done to permit the Non-Executive Directors to accept offers for their Options / Shares.

(g) Any Options held by a Non-Executive Director will lapse, whether or not they have become exercisable, if the Board determines that he has acted fraudulently or dishonestly or is in serious breach of his duties to the Company.


A voting exclusion statement relating to Resolutions 8, 9 and 10 is included in the Notice.

RESOLUTION 11 – APPROVAL OF ISSUE OF SHARES UNDER SHARE PURCHASE PLAN

Summary of SPP Offer

In addition to the Placement, as a means of offering all Shareholders the opportunity to subscribe for Shares at the same price as offered under the Placement, the Company will make an offer to each Shareholder to subscribe for up to $5,000 worth of Shares at an issue price of $0.012 per Share under the Company's Share Purchase Plan (SPP Shares).

A maximum of 145,000,000 Shares will be issued under the SPP and it is anticipated that up to $1.7 million will be raised. Resolution 11 is proposed so that the SPP Shares do not count within the limit of 15% of the issued capital of the Company that may be placed without shareholder approval in the next 12 month period.


Listing Rule 7.1 provides that a company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Exception 15 in Listing Rule 7.2 provides that the issue of shares under a share purchase plan is an exception to the general 15% limit in any 12 month period, but only if, inter alia, the issue price of the shares offered under the share purchase plan is at least 80% of the average market price of the shares traded on ASX in the 5 day period prior to the date that the plan was announced. In this instance, the issue price of the SPP Shares will be less than 80% of the average market (sale) price of the Shares traded on ASX in that 5 day period. Accordingly, Resolution 11 (if approved) will permit the Company to issue Shares under the SPP (up to the limit) without the issue of those Shares impacting on or restricting the ability of the Company to subsequently issue equity securities up to the 15% limit in the next 12 month period.

Listing Rule 7.3 requires the following information concerning the issue of the SPP Shares be included in the Notice:

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• Maximum number of securities to be issued or formula for calculating the number of securities the entity is to issue

The maximum number of Shares to be issued under the SPP Offer will be 145,000,000 Shares (as set out in Resolution 11).

• Date by which the entity will issue the securities

The SPP Offer will be undertaken by the Company as soon as reasonably practicable following the date of the Meeting. It is expected the SPP Shares will be issued to Shareholders within 4 weeks to 6 weeks after the date of the Meeting. In any event, no Shares will be issued to any Shareholder more than three months after the date of the Meeting.



• Name of allottees (if known) or the basis upon which allottees will be identified or selected

The allottees of the Shares will be the Shareholders who accept an SPP Offer.


The SPP Shares will be fully paid ordinary shares which will rank equally with all other existing Shares from the date of issue.


The funds raised by the issue of the SPP Shares will be used by the Company for the purposes described above under the heading 'Background'.



VOTING

You are urged to consider carefully all of the information in this Explanatory Statement and then determine how you wish to vote and cast your vote accordingly.

Please refer to the voting exclusion statement in the Notice.

RECOMMENDATIONS

The Directors recommend approval of Resolutions 1, 2 and 11 and that eligible Shareholders vote in favour of each Resolution. In regard to Resolutions 3 to 10 inclusive, as those Resolutions relate to one or more of them, the Directors have abstained from making a recommendation.

If Shareholders cannot attend the Meeting they are urged to complete the attached Proxy Form. The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by no later than 3.00pm (AEST) on 14 September 2008.

QUERIES

If you have any queries about the Meeting or the Resolutions to be put to the Meeting, please contact the Company Secretary, Damian Element at Ansearch Limited on (+613) 8695 9199.

ANSEARCH LIMITED 12 August 2008

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GLOSSARY

In this Explanatory Statement the following terms have the following meanings unless the context otherwise requires:

AEST Australian Eastern Standard Time (or Summer Time, as the case may be)

ASX ASX Limited.

Board the board of Directors of the Company.

Chairman Chairman of the Company.

Company Ansearch Limited ACN 001 287 510.

Corporations Act Corporations Act 2001 (Cth).

Director a director of the Company.

Director Offer the offer to the Directors to subscribe for up to 31,250,000 Shares as detailed in Resolutions 3, 4, 5 and 6.

Dollars, A$ or $ Australian dollars.

EBITDA Earnings before interest, tax, depreciation and amortisation.

Explanatory Statement the Explanatory Statement accompanying and forming part of the Notice of Meeting.

Listing Rules the Official Listing Rules of ASX.

Meeting means the extraordinary general meeting of Shareholders (convened by the Notice) to be held on 16 September 2008 at 3.00pm (AEST).

Non-Executive Director means a non-executive director of the Company.

Notice the Notice of Meeting and the accompanying Explanatory Statement.

Option means an option to acquire a Share on the terms set out in this Explanatory Statement.

Placement the placement of up to 106,333,334 Shares under Tranche 1 and Tranche 2 at $0.012 per Share.

Placement Shares the Shares offered to investors as part of the Placement.

Resolution a resolution set out in the Notice.

Share a fully paid ordinary share in the capital of the Company.

Shareholder a shareholder of the Company.

Share Purchase Plan or SPP

the share purchase plan proposed by the Company and announced to ASX on 29 July 2008.

Tranche 1 the placement of 72,000,000 Shares to professional and sophisticated investors completed by the Company on 29 July 2008 and Tranche 1 Offer means the offer to investors to subscribe for some or all of the Shares comprising Tranche 1.

Tranche 2 the placement of up to 34,333,334 Shares to management and Directors to be undertaken by the Company immediately following the Meeting (if Resolution 2 is approved) and Tranche 2 Offer means the offer to investors to subscribe for some or all of the Shares comprising Tranche 2.

VWAP Volume weighted average (sale) price

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Annexure

Material Terms and Conditions of the Options

1. Entitlement

1.1 Each Option entitles the holder to subscribe for and be issued, credited as fully paid, the number of Shares specified in the Option.

1.2 Each Option may be exercised at an exercise price per Option of $0.02 (Exercise Price). Exercise of the Options is subject to the following exercise conditions being met:

(a) 3,333,333 Options will not vest and, subject to these Terms, will not be capable of exercise unless the holder remains an officer of the Company (or a related body corporate of the Company) through out the period commencing on the date the Company grants the Option (Grant Date) and concluding at 5.00pm (AEST) on 31 March 2009; and

(b) 3,333,334 Options will not vest and, subject to these Terms, will not be capable of exercise unless the holder remains an officer of the Company (or a related body corporate of the Company) through out the period commencing on the date the Company Grant Date and concluding at 5.00pm (AEST) on 31 March 2010.

1.3 Despite any other clause of these Terms, all Options will immediately vest in the holder on the occurrence of either of the following events:

(a) the offeror under a takeover bid or announcement acquires (unconditionally) in excess of 50% of the issued voting shares of the Company; or

(b) a result of the approval of one or more schemes of arrangement any person who is not at the date of issue of the Options in control of the Company acquires in excess of 50% of the issued voting shares of the Company.

2. Option Period

Subject to achievement of the vesting conditions, each Option is exercisable during the period commencing on the Grant Date and concluding at 5.00pm (AEST) on 30 June 2012 (Expiry Time).

3. Transferability

1.1 The Options are non-transferable other than to a trustee of a superannuation fund or other entity controlled by the holder and may not be sold, assigned, transferred or otherwise dealt with in any way, except to a related entity of the recipient or with prior written consent of the Board.

1.2 If the Options are transferred to a trustee of a superannuation fund or other entity controlled by the holder, the Board may impose such conditions on the transfer as necessary to preserve the integrity of the vesting conditions.

4. Certificate

The Company must give each holder a certificate or holding statement stating:

(a) the number of Options issued to the holder;

(b) the exercise price of the Options; and

(c) the date of issue of the Options.

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5. Participation rights, bonus issues, rights issues and reorganisations

5.1 Participation

Holders are not entitled to participate in any new issue to existing shareholders of securities in the Company unless they have exercised their Options before the record date for determining entitlements to the new issue of securities and participate as a result of holding shares.

5.2 Notice of new issue

The Company must give the holder, in accordance with the Listing Rules of the ASX Limited (ASX), notice of:

(a) the proposed terms of any issue or offer proposed under clause 5.1; and

(b) the right to exercise their Options under clause 5.1.

5.3 Bonus issues

If the Company makes a bonus issue of shares or other securities to shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no share has been issued in respect of the Option before the record date for determining entitlements to the issue, then the number of underlying shares over which the Option is exercisable is increased by the number of shares which the holder would have received if the holder had exercised the Option before the record date for determining entitlements to the issue.

5.4 Pro rata issues

If the Company makes a pro rata issue of shares (except a bonus issue) to existing shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no share has been issued in respect of the Option before the record date for determining entitlements to the issue, the Exercise Price of each Option is reduced in accordance with the ASX Listing Rules.

5.5 Reorganisation

If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the holder (including the number of Options to which the holder is entitled and/or the Exercise Price) must be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

5.6 Calculations and adjustments

Any calculations or adjustments which are required to be made under clause 5 will be made by the Board and will, in the absence of error, be final and conclusive and binding on the Company and the holder.

5.7 Notice of change

The Company must within a reasonable period give to the holder notice of any change under clause 5 to the Exercise Price of any Options held by the holder or the number of shares for which the holder is entitled to subscribe on exercise of an Option.

6. Method of exercise of Options

6.1 Method and payment

To exercise Options, the holder must give the Company:

(a) a written exercise notice (in the form approved by the Board from time to time) (Exercise Notice) specifying the number of Options being exercised and shares to be issued (Option Shares);

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(b) payment of the Exercise Price for the Option Shares the subject of the Exercise Notice by way of bank cheque or by other means of payment approved by the Company; and

(c) the certificate for the Options.

6.2 Exercise all or some Options

(a) A holder may only exercise Options in multiples of 10,000 unless the holder exercises all Options held by the Holder.

(b) Options will be deemed to have been exercised on the date the Exercise Notice is delivered to the Company.

6.3 Option certificates

If a holder exercises less than the total number of Options registered in the holder's name:

(a) the holder must surrender their Option certificate (if any); and

(b) the Company must cancel the Option certificate (if any) and issue the holder a new Option certificate stating the remaining number of Options held by the holder.

6.4 Issue of Shares

Within 10 days after receiving an Exercise Notice and payment by the holder of the Exercise Price, the Company must issue the holder the Shares.

7. Ranking of shares issued on exercise of Options

Subject to the Company's constitution, all Shares issued on exercise of the Options rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of the Company at the date of issue of those Shares.

8. Quotation

The Company will not apply to ASX for official quotation of the Options but will apply to ASX for quotation of the Shares issued on exercise of the Options as soon as practicable after the date of issue of those Shares.

9. Governing law

These terms and the rights and obligations of the holder are governed by the laws of Victoria, Australia. Each participant irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

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Lodgement of Proxy Appointment Form

This Proxy Appointment Form and any proxy appointment authorities, for example, the original or a certified copy of the power of attorney (if the Proxy Appointment Form is signed by an attorney) must be received:

• By fax: +61 3 9473 2555.

• By mail: Computershare Investor Services Pty Ltd, GPO Box 242 Melbourne VIC 3001

• By delivery: Computershare Investor Services Pty Ltd, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, Australia, 3067

not later than 3.00pm (AEST) on 14 September 2008. Documents received after that time will not be valid for the meeting.

Privacy

Chapter 2C of the Corporations Act 2001 (Cth) requires information about you (including your name, address and details of the shares you hold) to be included in the Company's public register of members. This information must continue to be included in the public register if you cease to hold shares. These statutory obligations are not altered by the Privacy Amendment (Private Sector) Act 2000 (Cth). Information is collected to administer you shareholding which may not be possible if some or all of the information is not collected.

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000001 000 ANH

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

Lodge your vote:

By Mail:Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia

Alternatively you can fax your form to+61 3 9473 2555

For all enquiries call:(within Australia) 1300 850 505(outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received by 3.00pm (AEST) Sunday 14 September 2008

How to Vote on Items of BusinessAll your securities will be voted in accordance with your directions.

Appointment of ProxyVoting 100% of your holding: Direct your proxy how to vote bymarking one of the boxes opposite each item of business. If you donot mark a box your proxy may vote as they choose. If you markmore than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of yourvoting rights by inserting the percentage or number of securitiesyou wish to vote in the For, Against or Abstain box or boxes. Thesum of the votes cast must not exceed your voting entitlement or100%.

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

Signing InstructionsIndividual: Where the holding is in one name, the securityholdermust sign.Joint Holding: Where the holding is in more than one name, all ofthe securityholders should sign.Power of Attorney: If you have not already lodged the Power ofAttorney with the registry, please attach a certified photocopy of thePower of Attorney to this form when you return it.Companies: Where the company has a Sole Director who is alsothe Sole Company Secretary, this form must be signed by thatperson. If the company (pursuant to section 204A of theCorporations Act 2001) does not have a Company Secretary, aSole Director can also sign alone. Otherwise this form must besigned by a Director jointly with either another Director or aCompany Secretary. Please sign in the appropriate place toindicate the office held.

Attending the MeetingBring this form to assist registration. If a representative of a corporatesecurityholder or proxy is to attend the meeting you will need toprovide the appropriate ''Certificate of Appointment of CorporateRepresentative'' prior to admission. A form of the certificate may beobtained from Computershare or online at www.computershare.com.

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

Turn over to complete the form

A proxy need not be a securityholder of the Company.

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

Review your securityholding

Update your securityholding

Your secure access information is:

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

SRN/HIN: I9999999999

999999_SAMPLE_0_0_PROXY/000001/000001

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Change of address. If incorrect,

mark this box and make the

correction in the space to the left.

Securityholders sponsored by a

broker (reference number

commences with 'X') should advise

your broker of any changes.

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

Items of BusinessPLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

ContactName

ContactDaytimeTelephone Date

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

I/We being a member/s of Ansearch Limited hereby appoint

the Chairmanof the Meeting OR

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, asthe proxy sees fit) at the Extraordinary General Meeting of Ansearch Limited to be held at the offices of Minter Ellison Lawyers, Level 23,Rialto, 525 Collins Street, Melbourne Vic on Tuesday, 16 September 2008 at 3.00pm and at any adjournment of that meeting.

PLEASE NOTE: Leave this boxblank if you have selected theChairman of the Meeting. Do notinsert your own name(s).

Important for Item/s 2, 3, 8, 11: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item/s 2, 3, 8,11 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman ofthe Meeting will not cast your votes on Item/s 2, 3, 8, 11 and your votes will not be counted in computing the required majority if a poll is calledon this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of item/s 2, 3, 8, 11 of business.

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Itemand that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

*I9999999999*

I 9999999999 I ND

A N H 0 3 9 2 0 1 A

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

/ /

XX

Item 1 Ratification of placement(Tranche 1) of shares

Item 2 Approval of placement(Tranche 2) of shares

Item 3 Approval for the issue ofshares to Andrew Barlow

Item 4 Approval for the issue ofshares to Adrian Giles

Item 5 Approval for the issue ofshares to Adrian Vanzyl

Item 6 Approval for the issue ofshares to David Burden

Item 7 Approval for the issue ofshares to David Burden

Item 8 Approval for the issue ofoptions to Andrew Barlow

Item 9 Approval for the issue ofoptions to Adrian Giles

Item 10 Approval for the issue ofoptions to Adrian Vanzyl

Item 11 Approval of issue of sharesunder SPP

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