Notice of Anual General Meeting - November 2005

Oct 26, 2005

NOTICE IS HEREBY GIVEN

that the Annual General Meeting of shareholders of Jumbo Corporation Limited (“the Company”) will be held at the ASX Lecture Theatre, Level 5 Riverside Centre, Brisbane, QLD, 4000 at 2.00pm on 30 November 2005

ITEM OF BUSINESS:   ORDINARY BUSINESS 1) Financial Statements and Reports To receive and consider Annual Financial Statements consisting of the Statement of Financial Performance and Statement of Cash Flows for the year ending 30 June 2005 and the Statement of Financial Position as at 30 June 2005, with accompanying notes to and forming part of the Financial Statements at that date, the Directors’ Declaration, the Directors’ Report and the Auditor’s Report on those Financial Statements. A resolution of shareholders is not required for this item of business.   2) Adoption of Remuneration Report – Resolution 1 To consider and if thought fit, to pass the following as an ordinary resolution: “THAT the Company be authorised to adopt the Remuneration Report for the year ended 30 June 2005”. The vote on this resolution is advisory only and does not bind the Company.   3) Re - election as a director of Earl Evans – Resolution 2 To consider and if thought fit, to pass the following as an ordinary resolution: “THAT Earl Evans, who retires by rotation in accordance with the Corporations Act 2001 and the Company’s Constitution and being eligible, offers himself for re-election, is hereby re-elected as a Director”.   4) Election as a director of David DeCampo – Resolution 3 To consider and if thought fit, to pass the following as an ordinary resolution: “THAT David DeCampo, having been appointed since the last General Meeting, retires in accordance with the Corporations Act 2001 and the Company’s Constitution and being eligible offers himself for appointment, is hereby elected as a director”. SPECIAL BUSINESS   5) Ratification of Issue of Shares made on 10th June 2005 – Resolution 4 To consider and if thought fit, to pass the following as an ordinary resolution: “THAT for the purposes of ASX Listing Rules 7.4 and 7.5 and for all other purposes, the issue of 135,135 shares at an issue price of 4.0 cents per share, allotted and issued on 10 June 2005, be hereby approved and ratified”. The Company will disregard any votes cast on this resolution by Ross Douglas McColl who participated in the issue or an associate of him. However, the Company need not disregard a vote if 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 it is cast by a person chairing the meeting as a proxy for the person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.   6) Ratification of Issue of Shares made on 6th June 2005 – Resolution 5 To consider and if thought fit, to pass the following as an ordinary resolution: “THAT for the purposes of ASX Listing Rules 7.4 and 7.5 and for all other purposes, the issue of 750,000 shares at an issue price of 4.0 cents per share, allotted and issued on 6 June 2005, be hereby approved and ratified”. The Company will disregard any votes cast on this resolution by Alexander Chen and Karyn Sadauskas who participated in the issue or an associate of them. However, the Company need not disregard a vote if 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 it is cast by a person chairing the meeting as a proxy for the person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.   7) Consideration of the Issue of Shares to Michael Veverka – Resolution 6 To consider and if thought fit, to pass the following as an ordinary resolution: “THAT in accordance with the provisions of Chapter 2E of the Corporations Act and ASX Listing Rule 10.11, and for all other purposes, the Company be authorised to issue the number of shares fully paid ordinary shares in the Company that is equal to a value of eighty thousand dollars ($80,000) (with the number of shares to be calculated based on the 5 day weighted average trading price of the Company’s shares for the period immediately prior to the issue) to Michael Veverka being a director of the Company or his nominee in consideration for services rendered on the terms set out in the Explanatory Statement”. A copy of this Notice and the Explanatory Statement which accompanies this Notice has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act. The Company intends to issue the shares as soon as practicable following the meeting and in any event no later than one (1) month from the date of the Meeting. The shares will be issued on the same terms as the existing shares in the Company. The Company will disregard any votes cast on this resolution by Michael Veverka and any associate of him. 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, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.   8) Consideration of the Issue of Shares to David DeCampo – Resolution 7 To consider and if thought fit, to pass the following as an ordinary resolution: “THAT, subject to the passing of Resolution 3, in accordance with the provisions of Chapter 2E of the Corporations Act and ASX Listing Rule 10.11, and for all other purposes, the Company be authorised to issue the number of shares fully paid ordinary shares in the Company that is equal to a value of eighty thousand dollars ($80,000) (with the number of shares to be calculated based on the 5 day weighted average trading price of the Company’s shares for the period immediately prior to the issue) to David DeCampo being a director of the Company or his nominee in consideration for services rendered on the terms set out in the Explanatory Statement”. A copy of this Notice and the Explanatory Statement which accompanies this Notice has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act. The Company intends to issue the shares as soon as practicable following the meeting and in any event no later than one (1) month from the date of the Meeting. The shares will be issued on the same terms as the existing shares in the Company. The Company will disregard any votes cast on this resolution by David DeCampo and any associate of him. 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, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.   9) General Business To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.   By Order of the Board Garry J Clark Company Secretary Dated at Brisbane this 25th day of October 2005


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