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1 Dear Shareholder The Annual General Meeting of BigAir Group Limited ( Company ) will be held on Thursday, 26 November 2015 at 2:00pm at The Nile and Orchid Rooms, Grant Thornton Australia, Level 17, 383 Kent Street, Sydney, New South Wales and I invite you to attend. If you are unable to attend you are encouraged to complete the enclosed Proxy Form which must be returned to Boardroom Pty Limited either by hand, mail or fax to be received no later than 2.00pm on Tuesday, 24 November At this Annual General Meeting you will be invited to approve the remuneration report, the re-election of a director, the Granting of Performance and Service Rights as well as to approve financial assistance associated with the acquisitions of all of the shares in each of Unistar Enterprises Pty Ltd, Oriel Technologies Pty Ltd, Integrated Data Labs Pty Ltd and Applaud IT Pty Ltd - refer to pages 7 to 19 of the attached explanatory memorandum. I look forward to meeting you at the Annual General Meeting. Yours sincerely Mr. Paul Tyler Chairman Enc: Page 1

2 NOTICE OF ANNUAL GENERAL MEETING OF BIGAIR GROUP LIMITED (ACN: ) TAKE NOTICE that the annual general meeting of Members of the Company will be held at the place, date and time specified below: Place: The Nile and Orchid Rooms, Grant Thornton Australia, Level 17, 383 Kent Street, Sydney NSW 2000 Date: Thursday, 26 November 2015 Time: 2.00 pm DATED this 13th day of October 2015 By order of the Board: Mr. Charles Chapman Company Secretary Page 2

3 AGENDA A. Address by the Company s Chairman B. To receive the Financial Statements, Directors Report and Auditor s Report for the Company and its controlled entities for the year ended 30 June C. Resolutions: 1. Remuneration Report To consider, and if thought fit, pass as an ordinary resolution to adopt the Remuneration Report for the year ended 30 June Note: This Resolution is advisory only and does not bind the Company or the Directors. Voting Exclusion A vote on this Resolution must not be cast (in any capacity) by or on behalf of the following persons: (a) (b) a member of the Key Management Personnel; or a Closely Related Party of such a member. However, a person described above may cast a vote on this Resolution if: the person does so as a proxy that specifies how the proxy is to vote on the resolution; or the person is the Chairman and has been appointed as a proxy (expressly or by default) without being directed how to vote on the resolution; and in either case, the vote is not cast on behalf of a person described in (a) or (b) above. 2. Re-election of Mr. Vivian Stewart To consider, and if thought fit, pass as an ordinary resolution with or without amendment the following: That Mr. Vivian Stewart, who retires as a non-executive director of the Company by rotation in accordance with the Company s Constitution, and who is eligible and offers himself for re-election, is re-elected a Director of the Company. 3. Financial Assistance by Unistar Enterprises Pty Ltd To consider and, if thought fit, pass the following special resolution: "That, in accordance with section 260A and section 260B(2) of the Corporations Act 2001 (Cth), approval is given for the provision of financial assistance proposed to be given by Unistar Enterprises Pty Ltd ACN ( UE ) in connection with the acquisition by BigAir Group Limited ACN of all of the issued shares of UE ( UE Acquisition ) and all elements of that transaction and any other transactions that may constitute financial assistance by UE for the purposes of section 260A of the Corporations Act in connection with the UE Acquisition, as described in item 3 of the Explanatory Memorandum accompanying and forming part of this Notice of Meeting." Page 3

4 4. Financial Assistance by Oriel Technologies Pty Ltd To consider and, if thought fit, pass the following special resolution: "That, in accordance with section 260A and section 260B(2) of the Corporations Act 2001 (Cth), approval is given for the provision of financial assistance proposed to be given by Oriel Technologies Pty Ltd ACN ( OT ) in connection with the acquisition by BigAir Group Limited ACN of all of the issued shares of OT ( OT Acquisition ) and all elements of that transaction and any other transactions that may constitute financial assistance by OT for the purposes of section 260A of the Corporations Act in connection with the OT Acquisition, as described in item 3 of the Explanatory Memorandum accompanying and forming part of this Notice of Meeting." 5. Financial Assistance by Integrated Data Labs Pty Ltd To consider and, if thought fit, pass the following special resolution: "That, in accordance with section 260A and section 260B(2) of the Corporations Act 2001 (Cth), approval is given for the provision of financial assistance proposed to be given by Integrated Data Labs Pty Ltd ACN ( IDL ) in connection with the acquisition by BigAir Group Limited ACN of all of the issued shares of IDL ( IDL Acquisition ) and all elements of that transaction and any other transactions that may constitute financial assistance by IDL for the purposes of section 260A of the Corporations Act in connection with the IDL Acquisition, as described in item 3 of the Explanatory Memorandum accompanying and forming part of this Notice of Meeting." 6. Financial Assistance by Applaud IT Pty Ltd To consider and, if thought fit, pass the following special resolution: "That, in accordance with section 260A and section 260B(2) of the Corporations Act 2001 (Cth), approval is given for the provision of financial assistance proposed to be given by Applaud IT Pty Ltd ACN ( APP ) in connection with the acquisition by BigAir Group Limited ACN of all of the issued shares of APP ( APP Acquisition ) and all elements of that transaction and any other transactions that may constitute financial assistance by APP for the purposes of section 260A of the Corporations Act in connection with the APP Acquisition, as described in item 3 of the Explanatory Memorandum accompanying and forming part of this Notice of Meeting." 7. Grant of Performance Rights to the Managing Director, Mr Jason Ashton To consider and, if thought fit, pass the following resolution as an ordinary resolution: That under the ASX Listing Rule 10.14, approval be given to the grant of 161,022 Performance Rights to the Managing Director, Mr Jason Ashton, under the BigAir Equity Incentive Plan ( EIP ), on the terms summarised in the Explanatory Memorandum. Voting Exclusion The Company will disregard any votes cast on this resolution: Page 4

5 (a) (b) any director of the entity who is eligible to participate in the BigAir Equity Incentive Plan and any of their associates; and as proxy by any member of Key Management Personnel or a Closely Related Party of a member of Key Management Personnel. However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote on the resolution, in accordance with a direction on the proxy form; or it is cast by the person chairing the meeting as a proxy (expressly or by default) for a person who is entitled to vote on the resolution, without being directed how to vote. 8. Grant of Service Rights to Paul Tyler To consider and, if thought fit, pass the following resolution as an ordinary resolution: That under the ASX Listing Rule 10.14, approval be given to the grant of 46,350 Service Rights to Paul Tyler, a non-executive director of the Company, under the BigAir Equity Incentive Plan ( EIP ), and on the terms summarised in the Explanatory Memorandum. Voting Exclusion The Company will disregard any votes cast on this resolution: (a) (b) any director of the entity who is eligible to participate in the BigAir Equity Incentive Plan and any of their associates; and as proxy by any member of Key Management Personnel or a Closely Related Party of a member of Key Management Personnel. However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote on the resolution, in accordance with a direction on the proxy form; or it is cast by the person chairing the meeting as a proxy (expressly or by default) for a person who is entitled to vote on the resolution, without being directed how to vote. 9. Grant of Service Rights to Nigel Jeffries To consider and, if thought fit, pass the following resolution as an ordinary resolution: That under the ASX Listing Rule 10.14, approval be given to the grant of 22,388 Service Rights to Nigel Jeffries, a non-executive director of the Company, under the BigAir Equity Incentive Plan ( EIP ), and on the terms summarised in the Explanatory Memorandum. Voting Exclusion The Company will disregard any votes cast on this resolution: (a) (b) any director of the entity who is eligible to participate in the BigAir Equity Incentive Plan and any of their associates; and as proxy by any member of Key Management Personnel or a Closely Related Party of a member of Key Management Personnel. Page 5

6 However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote on the resolution, in accordance with a direction on the proxy form; or it is cast by the person chairing the meeting as a proxy (expressly or by default) for a person who is entitled to vote on the resolution, without being directed how to vote. 10. Grant of Service Rights to Vivian Stewart To consider and, if thought fit, pass the following resolution as an ordinary resolution: That under the ASX Listing Rule 10.14, approval be given to the grant of 24,515 Service Rights to Vivian Stewart, a non-executive director of the Company, under the BigAir Equity Incentive Plan ( EIP ), and on the terms summarised in the Explanatory Memorandum. Voting Exclusion The Company will disregard any votes cast on this resolution: (a) (b) any director of the entity who is eligible to participate in the BigAir Equity Incentive Plan and any of their associates; and as proxy by any member of Key Management Personnel or a Closely Related Party of a member of Key Management Personnel. However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote on the resolution, in accordance with a direction on the proxy form; or it is cast by the person chairing the meeting as a proxy (expressly or by default) for a person who is entitled to vote on the resolution, without being directed how to vote. Page 6

7 NOTES 1 Explanatory Memorandum The Explanatory Memorandum and the annexure accompanying this Notice of General Meeting are incorporated in and comprise part of this Notice of General Meeting and should be read in conjunction with this Notice of General Meeting. 2 Who may vote In accordance with Regulation of the Corporations Regulation 2001 (Cth), the Company (as convenor of the Meeting) has determined that a person s entitlement to attend and vote at the Meeting will be those persons set out in the register of Members as at 7.00 pm on 24 November This means that any Member registered at 7.00 pm on 24 November 2015 is entitled to attend and vote at the Meeting. 3 Proxies A Member entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote on behalf of that Member at the Meeting. (a) A proxy need not be a Member. (b) If the Member is entitled to cast two or more votes at the Meeting the Member may appoint two proxies and may specify the proportion or number of the votes which each proxy is appointed to exercise. If the Member appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Member. (c) If the Member appoints only one proxy, that proxy is entitled to vote on a show of hands. If a Member appoints two proxies, only one proxy is entitled to vote on a show of hands. (d) Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies will be disregarded. (e) A Form of Proxy accompanies this Notice. (f) Unless the Member specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit, or abstains from voting. (g) If a Member wishes to appoint a proxy, the Member should complete the form of proxy and comply with the instructions set out in that form relating to lodgement of the form with the Company. (h) The form of proxy must be signed by the Member or his or her attorney duly authorised in writing or, if the Member is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act (i) If any attorney or authorised officer signs the form of proxy on behalf of a Member, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the form of proxy. (j) The form of proxy (together with any relevant authority) must be received by no later than 2.00 pm on 24 November 2015 before the time scheduled for the commencement of the meeting (or any adjournment of that meeting). (k) The completed Form of Proxy may be: Mailed to the address on the Form of Proxy; or Faxed on facsimile number The Chairman intends to vote any undirected proxy in favour of all resolutions Page 7

8 You should note that if you appoint the Chairman as your proxy, or the Chairman is appointed your proxy by default, you will be taken to authorise the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. If you wish, you can appoint the Chairman as your proxy and direct the Chairman to cast your votes contrary to the above stated voting intention or to abstain from voting on a Resolution. Simply mark your voting directions on the proxy form before you return it. 5 Appointment of the Chairman or other Key Management Personnel as your proxy Due to the voting exclusions and requirements referred to in the Notice of Meeting, if you intend to appoint any Director or Key Management Personnel or their Closely Related Parties, other than the Chairman, as your proxy, you should direct your proxy how to vote on Resolution 1 (Adoption of Remuneration Report) by marking either "For", "Against" or "Abstain" on the proxy form for the relevant item of business. If you do not direct such a proxy how to vote on that Resolution they will not be able to vote an undirected proxy and your vote will not be counted. This does not apply to the Chairman, who is able to vote undirected proxies. A "Closely Related Party" of a member of the Key Management Personnel is defined in section 9 of the Corporations Act 2001 as any of: a) a spouse or child of the member; or b) a child of the member's spouse; or c) a dependant of the member or of the member's spouse; or d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the company; or e) a company the member controls; or f) a person prescribed by the Corporations Regulations 2001 (Cth). 6 Corporate Representative Any corporate Member who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act 2001 authorising him or her to act as that company s representative. The authority must be sent to the Company and/or registry at least 24 hours in advance of the Meeting. Page 8

9 BIGAIR GROUP LIMITED (ACN: ) Explanatory Memorandum This Explanatory Memorandum forms part of the Notice convening the General Meeting of Members of BigAir Group Limited ( Company ) to be held at 2.00 pm on 26 November This Explanatory Memorandum is to assist Members in understanding the background to, and the legal and other implications of, the Notice and the reasons for the proposed Resolutions. Both documents should be read in their entirety and in conjunction with each other. 1. EXPLANATORY NOTES TO THE RESOLUTIONS Resolution 1: Remuneration Report Resolution 1 provides for the remuneration report of the Company for the financial year ended 30 June 2015 as detailed in the Annual Report to be approved and adopted. The remuneration report discloses and discusses the remuneration arrangements for Directors and "Key Management Personnel". The Corporations Act 2001 requires that the remuneration report tabled be up for adoption at the meeting. However, the vote on the Resolution is advisory only and does not bind the Directors or the company, although the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies. If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings (commencing from this Annual General Meeting), shareholders will be required to vote at the second of those Annual General Meetings on a "board spill resolution" to determine whether another meeting should be held within 90 days at which all of the Company's Directors (other than the Managing Director) must stand for re-election. No strike was recorded at the Company's last AGM. On this basis, while the vote on the Remuneration Report at this AGM may potentially be counted towards the two strikes in the future, no board spill can occur this year. If you choose to appoint a proxy, you are encouraged to direct your proxy on how to vote on Resolution 1 by marking either "For", "Against" or "Abstain" on the proxy form for that item of business. As noted in the Notice of Meeting, a voting exclusion applies to Key Management Personnel (details of whose remuneration are included in the remuneration report) or any of their closely related parties for this Resolution as required by the Corporations Act If you appoint any Key Management Personnel or their Closely Related Parties, other than the Chairman, as your proxy and your proxy form does not specify whether to vote "For" or "Against", then any undirected proxy on Resolution 1 held by that person will not be voted on Resolution 1. The Chairman intends to vote any undirected proxies in favour of all resolutions, including Resolution 1. Page 9

10 Resolution 2: Re-election of Mr. Vivian Stewart The Company s constitution provides for the retirement of one-third of the Board of Directors from office at each AGM. The Director who is to retire is determined in accordance with clause 6.1 of the Company s constitution. Mr. Vivian Stewart was appointed as a Non-Executive Director of the Company on 11 June In accordance with the Company s Constitution, Mr. Stewart retires as a Director. Mr. Stewart offers himself for re-election as a Director of the Company. Mr. Tyler, B.A.(Hons), emba. Extensive background in IT&T industry, venture capital and corporate advisory. Co-founded two IT&T companies. Founder & Managing Director of Callafin - an independent corporate advisory firm specialising in sale, merger and acquisition transactions and related capital strategy. Chairman of Nomination and Remuneration Committee and member of the Audit and Risk Committee. The continuing Directors unanimously recommend that you vote in favour of Resolution 2 to re-elect Vivian Stewart as Non-Executive Director. Resolution 3,4,5 and 6: Financial Assistance by Unistar Enterprises Pty Ltd, Oriel Technologies Pty Ltd, Integrated Data Labs Pty Ltd and Applaud IT Pty Ltd Approval is sought by special resolution, which requires at least 75% of the votes that are cast on the resolution to be in favour of the resolutions. Items 3 to 6 seek the approval of the Company's shareholders, pursuant to section 260B(2) of the Corporations Act 2001 (Cth) ( the Corporations Act ), for financial assistance which is to be provided by each of : Unistar Enterprises Pty Ltd; Oriel Technologies Pty Ltd; Integrated Data Labs Pty Ltd;and Applaud IT Pty Ltd, together, the Target Companies, each a wholly owned subsidiary of the Company, to assist the acquisition by the Company of all of the shares in each Target Company. Background Since the last AGM, the Company has completed four separate acquisitions of all of the shares in each of the Target Companies ( Acquisitions ). The relevant details of the Acquisitions were announced to ASX on 22 April 2014, 18 November 2014, 19 February 2015 (Appendix 4D) and 13 July 2015, respectively. Each of the Target Companies is now a subsidiary of the Company. In order to assist in funding the purchase price for the Acquisitions, on 29 January 2014 the Company (as borrower) entered into a letter of variation to the existing Business Finance Agreement dated 13 September 2013 with Westpac Banking Corporation ABN (the Lender ), under which the Lender agreed to provide financial accommodation (the Business Finance Agreement ) to the Company in relation to the acquisition of all of the issued shares in Unistar Enterprises Pty Ltd and certain future acquisitions ( Letter of Variation ). As previously disclosed, the wholly owned subsidiaries of the Company, other than the Target Companies ( Relevant Subsidiaries ) have already provided the following security in favour of the Lender: Page 10

11 1. Guarantee and Indemnity dated 13 September 2013 under which the Company and the Relevant Subsidiaries (other than Intelligent IP Communications Pty Ltd ACN ( IIPC ) and BigAir Cloud Managed Services Pty Ltd ACN ( BCMS )) have given a guarantee and indemnity in favour of the Lender of all amounts owing under or in relation to the Finance Documents (defined below); 2. General Security Agreement dated 13 September 2013 under which the Relevant Subsidiaries (other than IIPC and BCMS) have granted a security interest in favour of the Lender 3. Guarantee and Indemnity dated 15 January 2014 under which IIPC has given a guarantee and indemnity in favour of the Lender of all amounts owing under or in relation to the Finance Documents; 4. General Security Agreement dated 15 January 2014 under which IIPC has granted a security interest over all of that company's property and assets (both presently owned and acquired in the future) in favour of the Lender. 5. Guarantee and Indemnity dated 19 December 2014 under which BCMS has given a guarantee and indemnity in favour of the Lender of all amounts owing under or in relation to the Finance Documents; 6. General Security Agreement dated 19 December 2014 under which BCMS has granted a security interest over all of that company's property and assets (both presently owned and acquired in the future) in favour of the Lender, (together, the Group Security ) In addition to the Group Security, each Target Company has agreed to enter into a guarantee and indemnity and a general security agreement in favour of the Lender ( Target Security ) upon receiving requisite shareholder approvals, including approval of the shareholders of the Company now being sought. In addition to entering into the Group Security and Target Security, each Target Company and each other subsidiary of the Company is or may be required to: (a) (b) (c) execute, or accede or consent to, any document referred to in, or incidental or related to, the Security' (as defined in the Business Finance Agreement) or the Business Finance Agreement and other transaction documents referred to in the Security or Business Finance Agreement including any document to be entered into at any time for the purpose of amending, varying, replacing, restating, transferring, novating or supplementing such documents or the Business Finance Agreement (together, along with the Business Finance Agreement, Group Security and Target Security, the Finance Documents ); make available directly or indirectly its cash flows or other resources in order to enable the Company and its subsidiaries including each Target Company (together the Group) to comply with their obligations under the Finance Documents; and provide additional support (which may include incurring additional obligations, giving new guarantees and indemnities and security interests and executing or acceding to an intercreditor deed, a subordination deed or security trust deed (or any or all of them) Page 11

12 as an obligor) in connection with the Finance Documents, including in connection with any refinancing of amounts owing under or in respect of the Finance Documents. Similar obligations to those outlined above will apply to the Group companies in the event of any future refinancing of the Business Finance Agreement, including: (a) amending the existing Business Finance Agreement or any existing letter of variation or entering into a new loan agreement (however described); and (c) giving one or more guarantee, indemnity or security interest over its assets to support and secure each Group company' obligations under any amended business finance agreement, letter of variation or new loan agreement (however described) and any related document. The Financial Assistance The entry of each Target Company to the Target Security, and entry by each Target Company into any of the other transactions listed or contemplated above (together, the Financial Assistance ) will have the effect of each Target Company financially assisting in the acquisition of that Target Company's own shares for the purposes of section 260A of the Corporations Act. Why shareholder approval is required Under section 260A(1) of the Corporations Act, a company may financially assist a person to acquire shares (or units of shares) in it or its holding company only in certain limited circumstances, including where the assistance is approved by shareholders under section 260B of the Corporations Act. Under section 260B(1) of the Corporations Act, shareholder approval must be given by the shareholders of the company at a general meeting by either: (a) (b) a special resolution, with no votes being cast in favour of the resolution by the person acquiring the shares (or units of shares) or by their associates; or a resolution agreed to, at a general meeting, by all ordinary shareholders. In addition, because each Target Company became a subsidiary of a listed holding corporation (the Company) immediately after each relevant Acquisition, the financial assistance must also be approved by a special resolution passed at a general meeting of the Company under section 260B(2) of the Corporations Act. The giving of the Financial Assistance has been, or will be, approved by a unanimous resolution of the sole shareholder of each Target Company (the Company) in accordance with section 260B(1) of the Corporations Act. Accordingly, it is proposed that the Financial Assistance now be approved by special resolution of the shareholders of the Company. Effect of the Financial Assistance The Company has already entered into the Business Finance Agreement (as amended by the Letter of Variation) and the Group Security to secure the amounts due under the Finance Documents, so the giving of the Financial Assistance is unlikely to materially prejudice the interest of the Company or any subsidiary (including the Target Companies), except as outlined below. The Target Security to be given by each Target Company will be on the same terms as the Group Security already given by the Company and the Company's subsidiaries (other than the Page 12

13 Target Companies) to secure all amounts owing under or in relation to the Finance Documents. The substantial effect of the Financial Assistance, together with the Group Security already given by the Company and its subsidiaries, on the Company and its subsidiaries (including the Target Companies) will be that each of them will have guaranteed and granted security over all its assets and undertakings to secure all amounts payable by the Company and each of its subsidiaries (including the Target Companies) under the Finance Documents as contemplated by the Finance Documents. It is a condition subsequent under the Business Finance Agreement that each Target Company grant the Target Security. The obligations of each Target Company under each Finance Document are significant, as outlined above, and include guarantees, indemnities and the granting of security interests. The principal advantage of the Financial Assistance to the Company (and, indirectly, each Target Company and other subsidiary of the Company) is to ensure that: (a) the Company and other members of the Group will comply with their obligations under the Finance Documents; (b) the Company will continue to have the benefit of the finance facilities provided by the Lender in connection with the Business Finance Agreement; and (c) each relevant Group member will continue to have the benefit of each other finance facility provided to the Group in connection with the Business Finance Agreement. On the other hand, the disadvantages of the Financial Assistance for each Target Company and other Group companies include that: (a) they will become liable for all amounts outstanding under the Finance Documents; (b) if an event of a default (howsoever defined) was to occur under a Finance Document, the Lender may require immediate repayment of all amounts outstanding and enforce the Group Security and Target Security given by the Group companies (including the Target Companies) and the Lender accordingly may become entitled to procure the sale of the assets of each Target Company and each other Group company. It is possible that such enforcement could materially prejudice the interests of the Group companies or their shareholders for example the sale of assets of any Target Company on enforcement may yield a return to the relevant Target Company (and ultimately its shareholders) significantly lower than could have been achieved by that Target Company had those assets been otherwise sold; and (c) their operations and ability to independently obtain finance from other sources may be restricted by the undertakings, representations and warranties given under, and the other provisions of, the Finance Documents. Other lenders may also be deterred by the existence of the Finance Documents from making finance facilities available to the Group companies. The disadvantages of Financial Assistance set out above may result in a material prejudice to the interests of each Target Company and its shareholders, for example if there is an event of default. The directors of the Company and the director(s) of each Target Company have considered the giving of the Financial Assistance and are of the opinion that there are reasonable grounds to believe that it is in the best interests and for the commercial benefit of the Company, each Target Company and each other Group company. This is on the basis that following each of the Acquisitions, the Target Companies have inherited committed shareholders who will be focused on the performance of the Target Companies and their respective businesses. Page 13

14 The directors of the Company do not currently have any reason to believe that the Company (or any Group company or related entity of it) is likely to default in its obligations under the Finance Documents. However, for reasons already in this Explanatory Notice, if the Lender becomes entitled to enforce any of its rights under a Finance Document because the Company or any Group company or related entity of it defaults, the enforcement may materially prejudice the interests of the Target Companies or their shareholders. Accordingly, the directors have decided to refer the proposal to shareholders for approval under section 260B of the Corporations Act in light of the guarantee, indemnity and security that is to be provided by the Target Companies under the Finance Documents. Notice to ASIC A copy of this Notice of Meeting was lodged with the ASIC before being sent to the shareholders of the Company, as required by section 260B(5) of the Corporations Act. Disclosure The directors of the Company consider that these Explanatory Notes to the Resolutions contain all material information known to the Company that could reasonably be required by the Company's shareholders in deciding on how to vote on the financial assistance resolution set out in Item 3 to 6, other than information which would be unreasonable to include because it had previously been disclosed to shareholders. Directors Recommendation The Board recommends that shareholders vote in favour of the Special Resolution in Item 3 to 6. The Chairman of the Meeting intends to vote any undirected proxies in favour of the Special Resolution in Item 3 to 6. Resolution 7: Grant of Performance Rights to the Managing Director, Mr Jason Ashton a) Why shareholder approval is required Under the ASX Listing Rule 10.14, the Company must seek shareholder approval by ordinary resolution to grant equity securities in the Company to Directors under an employee incentive scheme, including Mr Ashton. Mr Ashton is eligible for an award in accordance with the Company s long term incentive scheme (LTIS). Accordingly, we are seeking approval to enable the Company to grant the Performance Rights to Mr Ashton under the Company s BigAir Equity Incentive Plan ( EIP ). A Performance Right is a right to receive one ordinary share in the Company at a point in the future subject to meeting specified performance, time (service) and/or other conditions. If the applicable conditions (collectively called vesting conditions) are met, the Performance Rights will vest and may be exercised by the holder of the Performance Right in return for an ordinary share in the Company. In addition, approval is sought under Section 200E of the Corporations Act for the pro rata Page 14

15 vesting Performance Rights to Mr Ashton in the event of cessation of his employment in limited circumstances under the terms of this invitation. b) LTI arrangements for Mr Ashton Mr Ashton performance and remuneration arrangements have been reviewed under the Company s annual review process. That process has led to a recommendation to seek shareholder approval to grant Performance Rights under the Company s EIP as outlined below. The remuneration arrangements for Mr Ashton are based on the Company s Total Annual Reward (TAR) framework. TAR seeks to provide fair and appropriate rewards, comprised of fixed and at risk elements, designed to attract, retain and motivate employees. These Performance Rights represent the majority (or all) of Mr Ashton s at risk remuneration. The Non-executive Directors of the Remuneration Committee have concluded that the remuneration arrangement for Mr Ashton (including the proposed grants of Performance Rights) is reasonable and appropriate having regard to the circumstances of the Company and Mr Ashton s duties and responsibilities. c) What is the maximum number and value of securities that can be granted to Mr Ashton, and at what price? Performance Rights awarded under the EIP. 161,022 Performance Rights valued at $126, Based on the closing share price of $0.81 for BGL shares on 17 September No price is payable by Mr Ashton for the grant or exercise of the Performance Rights. Importantly, no value will be received by Mr Ashton if the Performance Rights lapse prior to the vesting date. d) Conditions and Hurdles Vesting Date: Friday, 30 November 2018 Exercise Price: Nil Expiry Date: Friday, 28 December 2018 Vesting Conditions: Service Vesting Condition: Performance Vesting Condition: In order for any of the Performance Rights to vest and become available for exercise is dependent on Mr Ashton meeting the Service Vesting Condition and BigAir meeting the Performance Vesting Condition. Collectively these conditions are known as the Vesting Conditions. Continuous employment as Managing Director (or equivalent) from Grant Date to the Vesting Date. In order for the Performance Rights to meet the Performance Vesting Condition, BigAir must achieve the following compound annual growth rates (CAGR) in Page 15

16 earnings per share (EPS) over the Measurement Period: CAGR in EPS Less than 10.00% per annum: Percentage of Performance Rights to vest: None At least 10.00% per annum: At least 15.00% per annum: At least 20.00% per annum: 50% (straight line interpolation between 10.00% and 15.00% per annum) 75% (straight line interpolation between 15.00% and 20.00% per annum) 100% The Measurement Period shall be the 3 financial years 2016, 2017 and The Base Year EPS is 2.8 cents (2015 Basic EPS). EPS is defined as Basic EPS as published in the BGL financial statements. The specific EPS methodology will be determined by the Board. CAGR in EPS shall be calculated using the cumulative EPS over the Measurement Period. Any Performance Rights which fail to meeting the Vesting Conditions before the Vesting Date shall immediately lapse: there will be no retesting. Other Conditions Unvested Performance and Service Rights may in certain circumstances vest early, in accordance with the terms of the BigAir Equity Incentive Plan Rules, and any Leaver s Policy that may apply from time to time, as approved by the Board. Dealing in Shares is subject to the constraints of Australian insider trading laws and BigAirs Share Trading Policy. Participants are specifically prohibited from hedging their BigAir share price exposure in respect of their Performance Rights during the vesting period. If, in the Board s opinion, Mr Ashton has acted fraudulently or dishonestly or is in breach of his material obligations to BigAir, the Board may determine that any or all of his Performance Rights which have not yet vested, lapse. e) When will the securities be issued? Subject to shareholder approval, it is anticipated that the Performance Rights for Mr Ashton will be issued shortly after the AGM to coincide with the issue of other grants under the EIP. Irrespective of these intentions, Performance Right grants approved by shareholders under this resolution will be issued within 12 months of the date of this Meeting. Page 16

17 f) Which directors have received securities since the last Annual General Meeting? On 27 January 2015 Jason Ashton received 2,597 Ordinary Shares issued under the EIP. g) Which directors are entitled to participate? Currently it is the intention of BigAir that executive directors only (Mr Ashton) be eligible to receive Performance Rights in the EIP. h) Other required information: section 200E Corporations Act The value of the Performance Rights that may vest on cessation of employment cannot currently be ascertained. The circumstances that may affect the calculation of this value include: The market price of BGL shares at the time the employment ceases; the performance against the performance hurdles at the time the employment ceases; the part of the service period has elapsed at the time the employment ceases; and the number of Performance Rights that lapse on cessation of employment The Board (other than Mr Ashton, because of his respective interests), recommends that shareholders vote in favor of Item 7. Resolution 8 to 10: Grant of Service Rights to the Non-executive Directors a) Why shareholder approval is required Under the ASX Listing Rule 10.14, the Company must seek shareholder approval by ordinary resolution to grant equity securities in the Company to Directors under an employee incentive scheme, including Messrs. Tyler, Jeffries and Stewart. It is proposed that the non-executive directors will receive a LTI in the form of Service Rights in the EIP. Accordingly, we are seeking approval to enable the Company to grant a total of 93,252 Service Rights to Messrs. Tyler, Jeffries and Stewart under the Company s new BigAir Equity Incentive Plan ( EIP ) as described in more detail below. A Service Right is a right to receive one ordinary share in the Company at a point in the future subject to meeting specified time (service) and/or other conditions. If the applicable conditions (collectively called vesting conditions) are met, the Service Rights will vest and may be exercised by the holder of the Service Right in return for an ordinary share in the Company. In addition, approval is sought under Section 200E of the Corporations Act for the pro rata vesting Service Rights to Messrs. Tyler, Jeffries and Stewart in the event of cessation of their employment in limited circumstances under the terms of their invitations. b) Remuneration arrangements for Messrs. Tyler, Jeffries and Stewart Board and Committee fees are reviewed periodically having regard to the level of fees paid to Non-executive Directors at Australian companies of comparable size and complexity. They reflect the responsibilities and time commitment necessary for the role. The aggregate cap for Non-executive Directors' remuneration ($350,000) was last disclosed in Page 17

18 the prospectus issued on 22 December Item 6 does not change this cap but will more closely align the interests of the Board and shareholders if Non-executive directors are required to receive a proportion of their fees as BGL shares. The Company seeks shareholder approval to grant Service Rights to the Non-executive Directors under the Company s EIP as outlined below. c) What is the maximum number and value of securities that can be granted to Messrs. Tyler, Jeffries and Stewart, and at what price? Service Rights awarded under the EIP. Number Value 1 Paul Tyler 46,350 $36,269 Nigel Jeffries 22,388 $17,518 Vivian Stewart 24,515 $19,183 93,252 $72,970 1 Based on the closing share price of $0.81 for BGL shares on 17 September No price is payable by Messrs. Tyler, Jeffries and Stewart for the grant or exercise of the Service Rights. Importantly, no value will be received by Messrs. Tyler, Jeffries and Stewart if the Service Rights lapse prior to the vesting date. d) Conditions and Hurdles Vesting Date: Exercise Price: Friday, 30 November 2018 Nil Expiry Date: Friday, 28 December 2018 Vesting Conditions: Service Vesting Condition: In order for any of the Service Rights to vest and become available for exercise is dependent on the director meeting the Service Vesting Condition Continuous appointment as a Director of BigAir from Grant Date to the Vesting Date. Other Conditions Unvested Service Rights may in certain circumstances vest early, in accordance with the terms of the BigAir Equity Incentive Plan Rules, and any Leaver s Policy that may apply from time to time, as approved by the Board. Dealing in Shares is subject to the constraints of Australian insider trading laws and BigAirs Share Trading Policy. Participants are specifically prohibited from hedging their BigAir share price exposure in respect of their Service Rights during the vesting period. Page 18

19 If, in the Board s opinion, Messrs. Tyler, Jeffries or Stewart have acted fraudulently or dishonestly or is in breach of their material obligations to BigAir, the Board may determine that any or all of their Service Rights which have not yet vested, lapse. e) When will the securities be issued? Subject to shareholder approval, it is anticipated that the Service Rights for Messrs. Tyler, Jeffries and Stewart will be issued shortly after the AGM to coincide with the issue of other grants under the EIP. Irrespective of these intentions, Service Right grants approved by shareholders under this resolution will be issued within 12 months of the date of this Meeting. f) Which directors have received securities since the last Annual General Meeting? No securities have been issued under the EIP to non-executive directors since the last AGM. g) Which directors are entitled to participate? Currently it is the intention of BigAir that non-executive directors only (Messrs. Tyler, Jeffries and Stewart) be eligible to receive Service Rights in the EIP and, as detailed in Item 4, Jason Ashton as Managing Director be entitled to receive Performance Rights. h) Other required information: section 200E Corporations Act The value of the Service Rights that may vest on cessation of employment cannot currently be ascertained. The circumstances that may affect the calculation of this value include: The market price of BGL shares at the time the employment ceases; the part of the service period has elapsed at the time the employment ceases; and the number of Service Rights that lapse on cessation of employment The Board, recommends that shareholders vote in favor of Items 8 to 10 (other than the relevant Director in relation to the approval if Service Rights to him). Page 19

20 All Correspondence to: By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia By Fax: Online: By Phone: (within Australia) (outside Australia) YOUR VOTE IS IMPORTANT For your vote to be effective it must be recorded before 2:00pm AEDT on Tuesday 24 November TO VOTE ONLINE BY SMARTPHONE STEP 1: VISIT STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):. Scan QR Code using smartphone QR Reader App TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY Indicate who you want to appoint as your Proxy. If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space. Appointment of a Second Proxy You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company s securities registry or you may copy this form. To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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. (b) return both forms together in the same envelope. STEP 2 VOTING DIRECTIONS TO YOUR PROXY To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. 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 for all your securities your vote on that item will be invalid. Proxy which is a Body Corporate Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an Appointment of Corporate Representative prior to admission. An Appointment of Corporate Representative form can be obtained from the company s securities registry. STEP 3 SIGN THE FORM The form must be signed as follows: Individual: This form is to be signed by the securityholder. Joint Holding: where the holding is in more than one name, all the securityholders should sign. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place. STEP 4 LODGEMENT Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 2:00pm AEDT on Tuesday 24 November Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxy forms may be lodged using the enclosed Reply Paid Envelope or: Online By Fax By Mail In Person Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Level 12, 225 George Street, Sydney NSW 2000 Australia Attending the Meeting If you wish to attend the meeting please bring this form with you to assist registration.

21 BigAir Group Limited ACN Your Address This is your address as it appears on the company s share register. If this is incorrect, please mark the box with an X and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form. STEP 1 APPOINT A PROXY PROXY FORM I/We being a member/s of BigAir Group Limited (Company) and entitled to attend and vote hereby appoint: the Chair of the Meeting (mark box) OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at The Nile and Orchard Rooms, Grant Thornton Australia, Level 17, 383 Kent Street, Sydney, NSW, 2000 on Thursday 26 November 2015 at 2:00pm AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1, 7, 8, 9 and 10 I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1, 7, 8, 9 and 10 are connected with the remuneration of a member of the key management personnel for the Company. The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1, 7, 8, 9 and 10). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution. STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. FOR AGAINST ABSTAIN* FOR AGAINST ABSTAIN* Res 1 Remuneration Report Res 7 Grant of Performance Rights to the Managing Director, Mr Jason Ashton Res 2 Re-election of Mr Vivian Stewart as a Director Res 8 Grant of Service Rights to Mr Paul Tyler Res 3 Financial Assistance by Unistar Enterprises Pty Ltd Res 9 Grant of Service Rights to Mr Nigel Jeffries Res 4 Financial Assistance by Oriel Technologies Pty Ltd Res 10 Grant of Service Rights to Mr Vivian Stewart Res 5 Financial Assistance by Integrated Data Labs Pty Ltd Res 6 Financial Assistance by Applaud IT Pty Ltd STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name... Contact Daytime Telephone... Date / / 2015