Penrice Soda Holdings Limited : Notice of Annual General Meeting and Proxy Form

PENRICE SODA HOLDINGS LIMITED

ABN 83 109 193 419

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the ninth Annual General Meeting of shareholders of Penrice Soda Holdings Limited ("the

Company") will be held at the Adelaide Convention Centre, Riverbank Room 1, North Terrace, Adelaide on Tuesday 12

November 2013 at 10.00am.

ORDINARY BUSINESS

1. Financial and other Reports

To receive and consider the financial report and the reports of the Directors and the Auditor in respect of the financial year ended 30 June 2013.

2. Election of Director

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

"That Mr David Trebeck, a Non-Executive Director of the Company who will retire at the conclusion of the Meeting in accordance with Article 57 of the Company's constitution, being eligible, be re-elected as a Director of the Company."

3. Adoption of Remuneration Report

To adopt the Remuneration Report for the financial year ended 30 June 2013.

Note - the vote on this item is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read Item 3 of the Explanatory Statement for further details on the consequences of voting on this Resolution.

Shareholders are encouraged to read the "Opening Statement" on page 15 of the annual report prior to voting.

By Order of the Board
Marnie Brokenshire
Company Secretary
30 September 2013

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NOTES

Admission to Meeting

Shareholders who will be attending the meeting, and who will not be appointing a proxy, are requested to bring the proxy form to the meeting to help speed admission.
Shareholders who do not plan to attend the meeting are encouraged to complete and return the proxy for each of their holdings of Penrice Soda Holdings Limited shares.

Proxies

If you are unable to attend and vote at the meeting and wish to appoint a person who will be attending as your proxy, please complete the enclosed proxy form. This form must be received by the Company at least 48 hours before the scheduled commencement time for the meeting.
A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies (who need not be members of the Company) to attend and vote for the member at the meeting.
If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the votes. A single proxy exercises all voting rights.
The Chairman intends to vote undirected proxies for Items 2 and 3.
Proxies will only be valid and accepted by the Company and/or the share registry if they are signed and forwarded to the Company at the address or facsimile number quoted below so as to be received not later than 48 hours before the meeting.
The completed Proxy Form may be mailed/delivered to the Company's share registry, Link Market Services Limited at:

Street address: Level 12 680 George Street Sydney NSW 2000	Postal address: Locked Bag A14 Sydney South NSW 1235	Faxed to Link Market Services Limited on Fax: [phone].
Proxies can also be lodged electronically at Link Market Services' website www.linkmarketservices.com.au. Login to the Link website using the holding details as shown on the proxy form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form). You will be taken to have signed your proxy form if you lodge it in accordance with the instructions given on the website.

The Company has determined in accordance with regulations pursuant to section 1074E of the Corporations Act 2001 that for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded on the Company's register as at 10:00am (ACDT) on Sunday, 10 November 2013.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 3 (Adoption of Remuneration Report) by any Director, or other member of Key Management Personnel of the Company, details of whose remuneration are included in the report. This voting exclusion extends to closely related parties of such persons, and the exercise of proxy votes by such persons. These exclusions are required by recent amendments to the Corporations Act 2001.
However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

(b) it is cast by the Chairman of the meeting as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form or where that person has failed to make a direction and appointed the Chairman to vote as the Chairman sees fit.

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EXPLANATORY NOTES

Item 1: Financial and other Reports

Section 317 of the Corporations Act 2001 requires each of the Financial Report (which includes the Financial Statements and Directors' Declaration), the Directors' Report and the Auditor's Report for the last financial year to be laid before the Annual General Meeting.
The Company's Constitution also provides for these reports to be received and considered at that Meeting. There is no requirement for these reports to be formally approved by shareholders.
The reports referred to in Item 1 of the Notice of Annual General Meeting are included in the Annual Report. Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on these reports and on the business, operations and management of the Company.

Item 2: Election of Director

Mr David Trebeck is entitled to hold office until the end of the Meeting in accordance with Article 57 of the Company's constitution, at which time he must retire. Mr David Trebeck is eligible for re-election at the Meeting and offers himself for re-election.

Mr David Trebeck

Commenced as Director September 2007 (Appointed Chairman 29 October 2009) Bachelor of Science in Agriculture (Hons) (University of Sydney)
Master of Economics (University of New England) Fellow, Australian Institute of Company Directors Churchill Fellow
Centenary of Federation Medal 2001

Experience

David is a Director of ASX listed Graincorp Limited and PrimeAg Australia Ltd, a former Director of Maersk Australia Pty Ltd (the local subsidiary of the world's largest shipping company AP Moller Maersk), a former Commissioner of the National Water Commission, a Director of several other companies and an ACT governing councillor of the Australian Institute of Company Directors, in 2006 on a Government panel reviewing Australia's long term policies for agriculture
and the food sector, and in 2001-2 chaired a major inquiry for the Commonwealth Government on Fuel Taxation. David is a former Managing Director of ACIL Consulting Pty Ltd and a former Director of ASX companies Incitec Pivot Limited, Incitec Limited and Pipers Brook Vineyard Limited.
Non Executive Directorships:

• Graincorp Limited*

• PrimeAg Australia Ltd*

• ACT Divisional Council - Australian Institute of Company Directors*

• Maersk Australia Pty Ltd

• National Water Commission

• Brumbies Rugby - Audit & Risk Committee

* Indicates a current Directorship

Special Responsibilities

Member of Audit and Risk Management Committee
Chairman of Nomination Committee
Member of Remuneration Committee
The Board (excluding Mr David Trebeck) recommends that the shareholders vote for the election of Mr David Trebeck.

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Item 3: Adoption of the Remuneration Report for the year ended 30 June 2013

The Company's Remuneration Report to shareholders forms part of the Company's Directors' Report for the year ended
30 June 2013 and is set out in the Company's 2013 Annual Report. The Remuneration Report is submitted to shareholders for consideration and adoption by way of a non-binding resolution.
The Remuneration Report:

- explains the Board's policies in relation to the nature and level of remuneration paid to Directors and executives of the Company;

- discusses the link between the Board's policies and the Company's performance;

- provides a summary of performance conditions, explaining why they were chosen and how performance is measured against them;

- sets out remuneration details for each Director and for each member of the Company's executive management team; and

- makes clear that the basis for remunerating non-executive Directors is distinct from the basis for remunerating

executives, including the Managing Director.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. The Directors unanimously recommend that shareholders vote for Item 3.
The vote on this item is advisory only and will not bind the Directors. The Board will, however, take into account the outcome of the vote when reviewing its remuneration policy.
Under the Corporations Act 2001, if 25% or more of the votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings (AGMs), shareholders will be required to vote at the second of those AGMs on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director & CEO) must stand for re-election.
At the Company's 2012 AGM, over 25% of the votes cast were against the adoption of the Remuneration Report for the year ended 30 June 2012. As this was the second consecutive strike, an EGM was held on 25 January 2013 requiring
Mr Trebeck and Mr Fletcher to stand for re-election along with three external candidates. Shareholders voted in the majority for Mr Trebeck and Mr Fletcher to retain their Directorships and against the appointment of the three candidates.

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