To receive and consider the Company s financial reports and the report of the Directors and the Auditor for the financial year ended 30 June 2009.

Transcription

1 Notice of Annual General Meeting Trinity Limited ACN Notice of Meeting Trinity Stapled Trust ARSN Notice is given that the Annual General Meeting of Trinity Limited ( Company ) and a Meeting of Members of the Trinity Stapled Trust ( Trust ) will be held concurrently at 10am on Friday 27 November 2009 at Eagle Street Conference Centre, 175 Eagle Street, Brisbane. Clause 15.1(c) of the Company Constitution and clause of the Trust Constitution provide that joint meetings of members of both the Company and Trust may be held while the stapling of units in the Trust to shares in the Company applies. Accordingly, where applicable, the meeting will be a meeting of both the Company and the Trust (collectively Trinity ). This notice is issued by the Company and by Trinity Funds Management Limited ACN ( Responsible Entity ) as responsible entity of the Trust. Agenda Ordinary business 1. Financial Statements and Reports To receive and consider the Company s financial reports and the report of the Directors and the Auditor for the financial year ended 30 June Directors Remuneration Report (Resolution 1) To consider and, if thought fit, to pass the following resolution in accordance with section 250R(2) of the Corporations Act: 1. That the section of the report of the Directors dealing with the remuneration of the Company s Directors, Company Secretary and Senior Executives be adopted. NB: This resolution shall be determined as if it were an ordinary (majority) resolution but, under section 250R(3) of the Corporations Act, the vote does not bind the Directors of the Company. 3. Election of Brett Heading (Resolution 2) To consider and, if thought fit, to pass the following as an ordinary resolution: 2. That James Brett Lochran Heading, who was appointed to the Board following the last annual general meeting of the Company to fill the vacancy left by the retirement of Keith De Lacy, and

2 being eligible, be elected as a Director of the Company in accordance with clause 17.3(b) of the Constitution. NB: Information about the candidate appears in the Explanatory Memorandum. 4. Election of Richard Friend (Resolution 3) To consider and, if thought fit, to pass the following as an ordinary resolution: 3. That Richard Friend, who retires by rotation in accordance with clause 17.4 of the Company s constitution, and being eligible, be re-elected as a Director of the Company. NB Information about the candidate appears in the Explanatory Memorandum. Special business 5. Ratification and approval of previous allotment and issue of options over stapled securities (Resolution 4) To consider and, if thought fit, pass the following resolution as an ordinary resolution: 4. That for the purposes of Listing Rule 7.4, members ratify and approve the previous issue of options over stapled securities as detailed in the Explanatory Memorandum. 6. Approval to issue options to a Director (Resolution 5) To consider and, if thought fit, pass the following resolution as an ordinary resolution: 5. That, in accordance with the provisions of Listing Rule and for all other purposes, the Company and Responsible Entity be authorised to issue: NB 250,000 options to acquire unissued ordinary stapled securities at an exercise price of $0.18 per stapled security; and (b) 5,000,000 options to acquire unissued ordinary stapled securities at an exercise price of $0.20 per stapled security; and (c) 5,000,000 options to acquire unissued ordinary stapled securities at an exercise price of $0.25 per stapled security, to Christopher Morton (or his nominee(s)) on the terms set out in the Explanatory Memorandum. A detailed summary of the proposed terms of the options is contained in the Explanatory Memorandum. If approval is given under ASX Listing Rule approval is not required under ASX Listing Rule Retirement and replacement of existing responsible entity of the Trust with another company within the Trinity Group (Resolution 6) To consider and, if thought fit, pass the following resolution as an ordinary resolution: 6. That subject to Trinity Investment Management Limited ACN (TIML) holding an appropriate Australian Financial Services Licence by 31 March 2010, TIML be appointed the responsible entity of Trinity Stapled Trust ARSN

3 DATED this 23 day of October 2009 By Order of the Boards Lisa Myers Company Secretary Notes (b) (c) (d) A member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy. The proxy need not be a member of Trinity. A member who is 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 you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form. A corporation may elect to appoint a representative, rather than appoint a proxy, in accordance with the Corporations Act 2001 in which case Trinity will require written proof of the representative s appointment which must be lodged with or presented to Trinity before the meeting. (e) The Company and Responsible Entity have determined in accordance with Regulation Corporations Regulations 2001 that for the purpose of voting at the meeting or adjourned meeting, stapled securities will be taken to be held by those persons recorded in Trinity s register of members as at 7.00pm (Sydney time) on Wednesday, 25 November (f) If you have any queries on how to cast your votes then call the Company Secretary on (07) during business hours. Voting restrictions Trinity will disregard any votes cast on: (b) Resolution 4 - by any person who participated in the issue and their associates; and Resolution 5 by Mr Christopher Morton and his associates. However, Trinity need not disregard a vote if: (c) (d) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy voting form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. In accordance with section 253E of the Corporations Act 2001, the Responsible Entity and its associates are not entitled to vote on any resolution of the Trust if they have an interest in the resolution other than as a member of the Trust. However, the Responsible Entity and its associates are entitled to vote their interests on a resolution to appoint a new responsible entity.

4 EXPLANATORY MEMORANDUM Trinity Limited ACN Trinity Stapled Trust ARSN Ordinary business 1. Financial Statements and Reports The Corporations Act 2001 requires that the report of the Directors, the Auditor s report and the financial report be laid before the Annual General Meeting. In addition the Company s Constitution provides for such reports and statements to be received and considered at the meeting. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act 2001 nor the Company s Constitution requires a vote of members at the Annual General Meeting on such reports or statements. However, members will be given ample opportunity to raise questions with respect to these reports and statements at the meeting. The Financial Statements and Reports may be found on the Trinity Website which members received via mail or can access on Trinity s website at In addition to asking questions at the meeting, members may address written questions to the Chairman about the management of Trinity, or to Trinity s Auditor which are relevant to: (b) the content of the Auditor s Report to be considered at the meeting; or the conduct of the audit of the annual financial report to be considered at the meeting. Any written questions must be submitted to the Company Secretary on or before Thursday 19 November 2009 by (lisa.myers@trinity.com.au), fax ( ) or post (GPO Box 144, Brisbane QLD 4001). 2. Resolution 1 - Directors Remuneration Report The Corporations Act 2001 requires that the section of the Directors report dealing with the remuneration of Directors, the Company Secretary and up to 5 senior executives ( Remuneration Report ) be put to the vote of members for adoption. The resolution of members is not binding on the Company. The Remuneration Report may be found in the Annual Financial Report which members received via mail or can access on Trinity s website at Following consideration of the Remuneration Report, the Chairman will give members a reasonable opportunity to ask questions about, or to make comments upon, the Remuneration Report. The Directors recommend you vote for this resolution. 3. Resolutions 2 and 3 - Election of Directors Under clause 17.4 of the Constitution of the Company one third of the current Directors (excluding the Managing Director, any Director appointed under clause 17.3 to fill a casual vacancy and any Director who has vacated their office under clause 17.6) must retire by rotation at each annual general meeting.

5 Also, under rule 17.3 of the Constitution, any Director appointed since the last annual general meeting to fill a casual vacancy on the Board only holds office until the next annual general meeting. In accordance with the Constitution, James Brett Lochran Heading (under rule 17.3) ceases to hold office, and Richard Friend (under rule 17.4) retires, at the end of the meeting. Mr Heading and Mr Friend, both being eligible, present themselves for re-election. A summary of each candidate s experience and qualifications appear below. James Brett Lochran Heading - BCom, LLB (Hons) Chairman appointed 21 August Brett Heading is an experienced company director and corporate lawyer. His is Chairman of Partners at McCullough Robertson and has been a partner of that firm since 1985, specialising in capital raising, mergers and acquisitions. Brett has been a director of a number of listed and unlisted companies. He is currently Chairman of the ASX listed ChemGenex Pharmaceuticals Ltd. He is also a former long-standing member of the Board of Taxation and was a member of the Takeovers Panel from 1997 to Richard Friend BCom, LLB(Hons), LLM, FTIA, MAICD Independent Non-Executive Director since 2007 Richard Friend currently runs his own consulting company, which provides specialist advice and general business consulting. Richard was formerly Manager Director of Arthur Andersen Brisbane from 1993 until 2002 and then Head of Tax at Ernst & Young Brisbane until Richard is a Non-Executive Director of an unlisted public company in the financial services industry. He also served on the Board of Partners of Ernst & Young Australia from 2002 until The Directors recommend you vote in favour of the elections of James Brett Lochran Heading and Richard Friend. Special Business 4. Resolution 4 - Ratification and approval of previous allotment and issue of options over stapled securities The purpose of resolution 4 is for members to approve/ratify, pursuant to Listing Rule 7.4, those security issues which occurred during the 12 months before the date of this Annual General Meeting which count toward Trinity s 15% limit under Listing Rule 7.1. Listing Rule 7.1 provides that (subject to certain exceptions, none of which is relevant here) the prior approval of members is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of the stapled securities at the commencement of that 12 month period. The allotment and issue of options over stapled securities detailed in this resolution 4 did not exceed the 15% threshold. However, Listing Rule 7.4 provides that where an entity ratifies an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing that entity s 15% capacity and enabling it to issue further securities up to that limit. Resolution 4 proposes the ratification and approval of the allotment and issue of securities for the purpose of satisfying the requirements of Listing Rule 7.4. The information required to be provided to Members to satisfy Listing Rule 7.4 is specified in Listing Rule 7.5.

6 In compliance with the information requirements of Listing Rule 7.5, members are advised of the following particulars in relation to the allotment and issue: Allottee/grantee Laurence Brindle Steven Leigh Christopher Morton Number of options for stapled securities granted 15,000,000 15,000,000 4,750,000 Date of issue or grant 6 February February August 2009 Consideration paid for options Exercise price for options $0.20 (5,000,000 options) $0.25 (5,000,000 options) $0.30 (5,000,000 options) Nil Nil Nil $0.20 (5,000,000 options) $0.25 (5,000,000 options) $0.30 (5,000,000 options) $0.18 Expiry date of options 30 June 2014* 30 June June 2014 Use of funds raised for issue of options Terms of options issued N/A issued pursuant to Option Deed forming part of remuneration package An escrow period of two years from commencement of employment applies to stapled securities issued on exercise of options. An escrow period of one year from commencement of employment applies the stapled securities issued on exercise of options. Each option may be exercised from the date of commencement of employment until the expiry date. Stapled securities issued upon exercise of the options will rank equally in all respects with the existing ordinary stapled securities on issue. * Mr Laurence Brindle ceased employment on 5 August Under the terms of his option deed, the expiry date of his options is now 5 November The Directors, with Christopher Morton and Steven Leigh abstaining, recommend you vote for this resolution. 5. Resolution 5 Approval to issue options to a Director The Directors of the Company and Responsible Entity are seeking approval from members for the proposed grant of options to Christopher Morton (or his nominee(s)), a director of the Company and Responsible Entity, as follows: Number of options Exercise price Escrow period of stapled securities issued upon exercise of options 250,000 $ year from commencement of employment (21 August 2009) 5,000,000 $ years from commencement of employment (21 August 2009) 5,000,000 $ years from the commencement of employment (21 August 2009) Expiry date 30 June June June 2014

7 Approval for the issue of the options is sought in accordance with the provisions of Listing Rule If approval is given under Listing Rule 10.11, approval will not be required under Listing Rule 7.1. Option terms A summary of the material terms of the options, including information required by Listing Rule 10.13, is set out below: (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) the options may not be transferred, except to a company controlled by Christopher Morton, or to the trustee of a trust of which he is a beneficiary; each option will provide the right to acquire one ordinary stapled security in Trinity (subject to the below). Each stapled security acquired will be a fully paid ordinary stapled security, ranking equally with all other ordinary stapled securities and having identical rights to existing ordinary stapled securities; the options do not confer a right to participate in any new issue of Trinity s stapled securities without first exercising the options then available to be exercised, and then only to the extent of ordinary stapled securities then held by the option holder; if there is any reconstruction of stapled securities or return of issued capital of the Company or Trust, the number of options, the exercise price or both will be adjusted by the Company and Responsible Entity in accordance with the Listing Rules in a manner which will not advantage or disadvantage the option holder as compared to ordinary members; if there is a consolidation or subdivision of Trinity s stapled securities, the number of options will be consolidated or subdivided in the same ratio in accordance with the Listing Rules; the exercise price of an option will be adjusted for pro-rata issues (except a bonus issue) made before exercise of the option in accordance with the Listing Rules; the exercise price of the options will not change because of any bonus issue; the options do not participate in any distribution prior to their exercise; the options may not be cancelled without the holder s consent; if Mr Morton ceases to be an employee of Trinity, any unexercised options expire at the earlier of 90 days after his employment ceases or 30 June 2014; stapled securities issued upon exercise of the options which are escrowed will be released from escrow if there is an event of default by Trinity under Mr Morton s employment agreement or a change in control occurs, where a change in control includes: a. where a person makes a takeover bid for Trinity s stapled securities and achieves a relevant interest in Trinity of 20% or more; b. Trinity intends to or becomes, or puts a proposal to members to become, subject to a scheme of arrangement under the Corporations Act; and c. any transaction or event occurs or is proposed the effect of which would be to give any person a relevant interest in Trinity of 20% or more; the options will not be quoted on ASX. The Company and Responsible Entity intend to apply to ASX for quotation of any stapled securities issued on exercise of the options. All funds raised by Trinity from the exercise of the options will be used for general working capital purposes. No funds will be raised from the issue of the options. Valuation The options are not currently quoted on the ASX and as such have no market value. The options each grant the holder a right to be issued one ordinary stapled security in Trinity upon exercise of the option and payment of the exercise price. Accordingly, the options may have a present value at the date of their grant.

8 The options may acquire future value dependent upon the extent to which the price of the stapled securities at any time exceeds the exercise price of the options during the term of the options. As a general proposition, options to subscribe for ordinary fully paid securities in a company or managed investment scheme have value. Various factors impact upon the value of options including things such as: (b) (c) (d) (e) the period outstanding before the expiry date of the options; the exercise price of the options relative to the underlying price or value of the securities into which they may be converted; whether or not the securities that might be acquired upon exercise of the options represent a controlling or other significant interest; the value of the securities into which the options may be converted; and whether or not the options are listed (i.e. readily capable of being liquidated). Under Australian Accounting Standard AASB 2 the fair value of the options is measured by reference to the fair value of the equity instrument granted and must be recognised as an expense in Trinity s Income Statement. The expense recognised will not be deductible for income tax purposes. Consistent with that Standard, Trinity discloses the following information confirming the value of the options to be issued. There are various formulae which can be applied to determining the theoretical value of options (including the formula known as the Black Scholes Option Valuation Model which is often used in valuing employee and director options). Trinity has sought from a reputable independent accounting firm a calculation of the value of the options using the assumptions provided by Trinity. The Black Scholes Model was used to calculate the value of the options and determine the value of an option as a function of a number of variables, some which must be assumed. The data and assumptions relied upon in applying the Black Scholes Model was: Assumed data Current market price of the underlying stapled securities as at 20 October 2009 $0.12 Exercise price of the options $0.18 $0.20 $0.25 Volatility of the stapled security price 50% Vesting conditions Set out above Maturity 30 June 2014 Risk-free interest rate 5.50% Expected distribution yield 0.00% Assumptions: (b) (c) (d) options will be granted the business day after approval is obtained; the stapled security value is based on the closing ASX price on20 October This will be recalculated to the grant date for statutory accounts; the exercise price is as approved by the Boards and the members meeting; distribution yield is based on a Board assumption and should not be interpreted as distribution guidance;

9 (e) (f) volatility of 50% is based on a Board assumption that historical volatility over the last 6 months of 65% is not indicative of the stapled securities future volatility. The Board has assumed this given: a. unusual events that have occurred for the Company in the last 6 months that have affected the stapled securities price during that period; and b. the key reent strategic change of focus for the Company which results in less exposure to more volatile income streams from property funds management activities; risk free rate is based on the five year Australian Government bonds rate published by the Reserve Bank; (g) maturity: options expire on 30 June Based on this information, Trinity has adopted an indicative value per option as follows: for options exercisable for $0.18 each, $0.044; (b) for options exercisable for $0.20 each, $0.041; (c) for options exercisable for $0.25 each, $0.033 On that basis, the value of options to be issued to Mr Morton (or his nominee(s)) is $381, The Boards draw members attention to the fact the stated valuation does not constitute and should not be taken as audited financial information. The reportable value of this director benefit expense in subsequent financial periods may vary due to a range of timing and other factors. To clarify, options will be granted the business day after approval is obtained and in any case not later than 1 month after the day of the meeting. Remuneration Mr Morton was appointed as a director on 21 August Mr Morton s initial remuneration package included a grant of 4.75 million options at an exercise price of $0.18 per option as disclosed in resolution 4. He also receives an ordinary salary of $65,000 per annum for the first three months of employment and from 30 November 2009 he will receive an ordinary salary of $350,000 per annum subject to members approving the issue of options to Mr Morton (or his nominee(s)) pursuant to resolution 5. If resolution 5 is not passed, Mr Morton is entitled to renegotiate his remuneration package, including his salary. The Boards are of the opinion that the issue of the options constitutes reasonable remuneration within the meaning of section 211 of the Corporations Act and will serve to incentivise Mr Morton in his future undertakings on behalf of Trinity. The Directors believe the issue of options is reasonable, having regard to the circumstances of Trinity, the roles and responsibilities of Mr Morton, the contributions that Mr Morton can make to Trinity, the opportunities that may arise for Trinity because of his skills and relationships and the nature of the options. The issue of the 10,250,000 options to Mr Morton to which this resolution relates will bring the total number of options issued to Mr Morton to 15,000,000, the same number of options issued to both Trinity s other Joint Managing Director, Mr Steven Leigh, and former Chief Executive Officer, Mr Laurence Brindle who has ceased employment and whose options expire on 5 November Existing interests and dilutionary effect on other members interests The effect of the exercise of the options will have on the interests of Mr Morton relative to other members interests is set out in the following table. The table assumes no further issues of Trinity stapled securities, or a reconstruction of the capital of Trinity, during the time between the issue and exercise of the options. At the date of this notice of meeting Total number of Trinity stapled securities on issue 231,701,539

10 Trinity stapled securities currently held by Mr Morton (including indirect interests) 28,102,113 Percentage of Trinity stapled securities currently held by Mr Morton (including indirect interests) 12.13% Options held by Mr Morton prior to the meeting (including indirect interests) 4,750,000 Options to be issued under this resolution to Mr Morton (or his nominee(s)) following this meeting Trinity stapled securities that will be held following the exercise of all options held by Mr Morton (including indirect interests) Percentage of Trinity stapled securities that would be held by Mr Morton (including indirect interests) assuming no other options held by other parties were exercised Percentage of Trinity stapled securities that would be held by Mr Morton (including indirect interests) assuming all other options held by other parties were exercised (fully diluted basis) The Directors, with Christopher Morton abstaining, recommend you vote for this resolution. 10,250,000 15,000, % 15.58% 6. Resolution 6 Retirement and replacement of existing responsible entity of the Trust with another company within the Trinity Group Background The Responsible Entity (Trinity Funds Management Limited) is the responsible entity of the Trust as well as the responsible entity or trustee of Trinity s unlisted funds. As advised to the market over the previous months, Trinity is working on implementing an improved governance structure and strategies for its unlisted funds to provide a greater level of independence and transparency for the unlisted funds and address the concerns raised by the Investors Representative Committee regarding Trinity s unlisted funds. As part of the strategy to provide a greater level of independence and transparency for the unlisted funds, the Company is implementing a new governance structure for the unlisted funds which structure involves the Company establishing a second responsible entity within the Trinity Group. The Company and Responsible Entity believe it is in the best interests of the members for the management of the Trust to be separated from the management of the unlisted funds, and therefore for the responsible entity of the Trust to be a separate and distinct entity from the responsible entity/trustee of the unlisted funds. Accordingly, the Responsible Entity proposes to retire as responsible entity of the Trust subject to members approving Trinity Investment Management Limited (TIML), the proposed second responsible entity within the Trinity Group, as responsible entity and TIML being registered by Australian Securities and Investments Commission (ASIC) as responsible entity of the Trust. About TIML Trinity Investment Management Limited (formerly known as mcap Funds Management Limited) was acquired by the Company from entities associated with Chris Morton, a director of the Company and Responsible Entity and related party of Trinity, on 23 October 2009 for $1. In approving the acquisition of TIML from a related party, the Directors, with Mr Morton abstaining, were of the opinion that the acquisition was on terms more favourable than arm s length terms for the Company and therefore, pursuant to section 210 of the Corporations Act, the acquisition did not require member approval. TIML is now a wholly owned subsidiary of the Company, as is the Responsible Entity. In deliberating on the acquisition of TIML, the Board considered other options available to it, including: acquiring a responsible entity which held an appropriate Australian Financial Services Licence (AFSL) (in the context of the Trust s activities) from an unrelated party; and

11 (b) incorporating a new subsidiary and having that subsidiary apply for an AFSL. Preliminary discussions for the acquisition of a responsible entity from an unrelated party indicated a purchase price of approximately $160,000 in circumstances where the AFSL held by that responsible entity would require variation to obtain the authorisations necessary to act as responsible entity of the Trust (some variations are also required to the draft AFSL offered to TIML, refer AFSL requirements below). Further, the Company has received legal advice that applying for an AFSL and, if successful, receiving an offer of an AFSL from ASIC would take approximately three to four months and the legal fees associated with the AFSL application would be approximately $15,000. Furthermore, significant internal resources would be required to complete the supporting documentation for an AFSL application. In addition, this course of action (i.e. a new subsidiary applying for a new AFSL) would likely necessitate, upon the new subsidiary receiving an offer of an AFSL from ASIC, holding a further members meeting for the sole purpose of considering a resolution to approve that entity as responsible entity of the Trust. The cost of this additional meeting would be borne by members. In summary, the Board (with Mr Morton abstaining) concluded that the acquisition of TIML was the most cost effective and quickest means available to put the proposal to members for management of the Trust to be separated from the management of the unlisted funds and thereupon seek to appoint TIML as responsible entity of the Trust upon the retirement of the Responsible Entity. The Board acknowledges the generosity of Mr Morton in agreeing to sell TIML, (which has never previously traded) and initially established by Mr Morton to undertake a new property funds management business prior to his involvement with Trinity, to Trinity for $1.00. This has enabled Trinity to put forward to members at this meeting its proposal to separate the responsible entity function for the Trust from that of the unlisted funds, resulting in a significant cost saving for members and the convenience of enabling this resolution to be considered at this meeting rather than a separate meeting being held at a later time. AFSL requirements TIML received, prior to its acquisition by the Company, an offer of a draft AFSL from ASIC containing the authorisations required to act as responsible entity of a registered managed investment scheme which invests in real property and financial assets (such as units in other property trusts). However the AFSL authorisations and conditions will need to be varied to authorise TIML to act as responsible entity of the Trust and TIML intends to accept the existing offer and then once the AFSL has issued apply for a variation to allow TIML to become the responsible entity of the Trust. If ASIC refuses the variation or has not granted the variation before 31 March 2010 then the Responsible Entity will continue to perform this role. Resolution outcomes If members resolve not to appoint TIML as responsible entity of the Trust, the Responsible Entity will continue to perform this role and there will be complications for Trinity in the implementation of the new governance structure. If members resolve to appoint TIML as responsible entity of the Trust but TIML does not hold an AFSL authorising it to be the responsible entity of the Trust by 31 March 2010, the Responsible Entity will continue to perform this role and Trinity will consider other alternatives to implement its revised governance structure so as to give effect to the wishes of members. TIML s management It is intended that once the change of responsible entity occurs as contemplated by this resolution, that TIML s board would be the same as the Company s board, as at the date of this notice. That is, it is intended that TIML s board comprise Brett Heading (Independent Chairman), Christopher Morton (Joint Managing Director), Steven Leigh (Joint Managing Director) and Richard Friend (Independent Non- Executive Director). The same management team currently involved in operating the Trust will continue to do so if TIML is appointed as responsible entity. The Directors recommend you vote for this resolution.

12 Trinity Limited ACN Trinity Funds Management Limited ACN as responsible entity of the Trinity Stapled Trust ARSN LODGE YOUR VOTE By mail: Trinity Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia By fax: ONLINE All enquiries to: Telephone: (02) *X * X I/We being a member(s) of Trinity Limited and entitled to attend and vote hereby appoint: STEP 1 the Chairman of the Meeting (mark box) SECURITYHOLDER VOTING FORM APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10:00am on Friday, 27 November 2009, at Eagle Street Conference Centre, 175 Eagle Street, Brisbane and at any adjournment or postponement of the meeting. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X STEP 2 ORDINARY BUSINESS Resolution 1 Directors Remuneration Report Resolution 2 Election of Director Brett Heading Resolution 3 Election of Director Richard Friend VOTING DIRECTIONS SPECIAL BUSINESS For Against Abstain* Resolution 4 Ratification and approval of previous allotment and issue of options over stapled securities Resolution 5 Approval to issue options to a Director Resolution 6 Retirement and replacement of existing responsible entity of the Trust with another company within the Trinity Group For Against Abstain* * 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 votes will not be counted in computing the required majority on a poll. STEP 3 SIGNATURE OF SECURITYHOLDERS THIS MUST BE COMPLETED Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company s constitution and the Corporations Act 2001 (Cth). TCQ PRX901 *TCQ PRX901*

13 HOW TO COMPLETE THIS PROXY FORM Your Name and Address This is your name and address as it appears on the company s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form. Appointment of a Proxy If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. A proxy may be an individual or a body corporate. Votes on Items of Business Proxy Appointment You may direct your proxy how to vote by placing a mark in 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 voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. Appointment of a Second Proxy You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company s security registry or you may copy this form and return them both together. To appoint a second proxy you must: on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or 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. Signing Instructions You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either securityholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. Corporate Representatives If a representative of the corporation is to attend the meeting the appropriate Certificate of Appointment of Corporate Representative should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company s security registry. Lodgement of a Proxy Form This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 25 November 2009, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxy Forms may be lodged using the reply paid envelope or: by mail: Trinity Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia by fax: online: ONLINE lodging it online at Link s website ( in accordance with the instructions given there (you will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website); by hand: delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.