Notice of Annual General Meeting and

Explanatory Memorandum

Date of Meeting: Thursday 25 October 2012

Time of Meeting: 11:00 am (Brisbane time)

Place of Meeting: Emporium Hotel, 1000 Ann Street, Fortitude Valley, Brisbane QLD

Notice of Annual General Meeting
Collection House Limited
ABN 74 010 230 716
Notice is hereby given that the Annual General Meeting of the shareholders of Collection House Limited (the Company) will be held at the Emporium Hotel, 1000 Ann Street, Fortitude Valley, Brisbane QLD on Thursday 25 October 2012 at 11:00 am (Brisbane time).
AGENDA
Ordinary Business
Financial Reports
To receive and consider the Company's Annual Report comprising: (a) the financial report; and
(b) the Directors' report; and
(c) the auditor's report;
for the financial year ending 30 June 2012.
Resolution 1 - Remuneration Report
1. To consider and, if thought fit, pass the following Advisory Resolution:

"That, the Remuneration Report for the year ended 30 June 2012 (as set out on pages 34 to 41 of the Directors' Report) is adopted."
Terms used in this Notice of Meeting are defined in the "Interpretation" section of the accompanying Explanatory Memorandum.
The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.
Voting Restriction pursuant to Section 250R(4) of the Corporations Act
A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report;
(b) a Closely Related Party of such a member.
However, the above persons may cast a vote on Resolution 1 if: (a) the person does so as a proxy;
(b) the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and
(c) either:
(1) the person is appointed as a proxy by writing that specifies the way the proxy is to

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vote on the resolution; or
(2) the proxy is the chair of the meeting and the appointment of the chair as proxy: (A) does not specify the way the proxy is to vote on the resolution; and
(B) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

Resolution 2 - Election of Mr David Paul Liddy as Director
2. To consider and, if thought fit, pass the following Ordinary Resolution:
"That Mr David Paul Liddy, a Director appointed by the board of Directors since the last annual general meeting of the Company and who retires in accordance with Article 16.4(b)(ii) of the Company's Constitution, and being eligible, offers himself for re-election, be re-elected as a Director of the Company."
Resolution 3 - Re-election of Kerry John Daly as Director
3. To consider and, if thought fit, pass the following Ordinary Resolution:
"That Mr Kerry John Daly, who retires by rotation in accordance with Article 17.1 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."
General Business
To deal with any other business that may be lawfully brought forward in accordance with the
Constitution and the Corporations Act.
Other information:
An Explanatory Memorandum accompanies and forms part of this Notice of Meeting. Certain terms used in this notice are defined in that Explanatory Memorandum.
All Shareholders should read the Explanatory Memorandum carefully. Shareholders who are in doubt regarding any part of the business of the meeting should consult their financial or legal advisor for assistance.
By Order of the Board
Michael Watkins
Company Secretary
21 September 2012

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EXPLANATORY MEMORANDUM
This Explanatory Memorandum is provided to Shareholders of the Company to explain the resolutions to be approved by the Company's Shareholders at the Annual General Meeting (AGM) which is to be held at the Emporium Hotel, 1000 Ann Street, Fortitude Valley, Brisbane QLD on Thursday 25 October 2012 at 11:00 am (Brisbane time).
The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory
Memorandum in full before making any decision in relation to the resolutions.
Consideration of Company's 2012 Annual Report
The Corporations Act requires the financial report, the Directors' report and the auditor's report to be tabled at the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the financial report, the Directors' report or the auditor's report. The Company's 2012 Annual Report is placed before the Shareholders for discussion. No voting is required for this item. Shareholders can obtain a copy of the Company's 2012 Annual Report by downloading a copy from the Company's website: www.collectionhouse.com.au.
Resolution 1 - Remuneration Report
In accordance with section 250R of the Corporations Act, the Remuneration Report for the Company and its subsidiaries is submitted to the Meeting for adoption as an advisory resolution. The Remuneration Report is set out on pages 34 to 41 of the Directors' Report section of the Annual Report.
The vote on the resolution is advisory only and does not bind the Directors of the Company. The Remuneration Report details:
• the remuneration of Directors;
• the remuneration of the top 4 most highly paid executives of the consolidated entity;
• the remuneration of the 4 executives with the greatest authority for the strategic direction and management of the consolidated entity;
• any performance hurdles for the exercise of options; and
• the reasons for the granting of any specific short and long-term incentives.
Note: For the purposes of calculating remuneration, salary and bonuses (including options) are included.
Use of Independent Remuneration Consultants
In April 2012, the Board, through its Remuneration Committee, employed the services of Egan Associations Pty Limited (Egan) to review its existing remuneration policies and to provide recommendations in respect of both executive short-term and long-term incentive plan design. These recommendations also covered the Group's key management personnel. Under the terms of the engagement, Egan provided remuneration recommendations as defined in section 9B of the Corporations Act 2001 and was paid $21,000 (ex GST) for these services.
Egan has confirmed that the above recommendations have been made free from undue influence by members of the Group's key management personnel.
The following arrangements were made to ensure that the remuneration recommendations were free from undue influence:

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• Egan was engaged by, and reported directly to, the Chair of the Remuneration Committee. The agreement for the provision of remuneration consulting services was executed by the Chair of the Remuneration Committee under delegated authority on behalf of the Board.
• The report containing the remuneration recommendations was provided by Egan directly to the
Chair of the Remuneration Committee.
• Egan was permitted to speak to management throughout the engagement to understand Company processes, practices and other business issues and obtain management perspectives. However, Egan was not permitted to provide any member of management with a copy of their draft or final report that contained the remuneration recommendations before the Remuneration Committee considered same and made its determinations.
As a consequence, the Board is satisfied that the recommendations were made free from undue influence from any members of the Key Management Personnel.
The Board is also satisfied that the Key Management Personnel remuneration reward programs represent a fair balance between the retention and motivation of key executives and staff with the need to demonstrate a clear alignment between employee participation and improving company performance and enhancing shareholder value.
Key Management Personnel have been responsible for delivering to Shareholders five (5) consecutive years of improved performance and earnings growth for the Company.
The Company will allow a reasonable opportunity for the Shareholders to ask questions about, or make comments on, the Remuneration Report.
The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration
Report.

Voting restrictions on Key Management Personnel and their proxies and Closely Related Parties

Members of the Key Management Personnel and their proxies and Closely Related Parties are restricted from voting on a resolution (Voting Restriction) put to Shareholders that the remuneration report of the Company be adopted. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.
The Voting Restriction does not apply where:
(a) the chairperson or any other member of the Key Management Personnel is appointed in writing (by a shareholder who is not a member of the Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy (Management Proxy) with specific instructions on how to vote on a resolution to adopt the remuneration report of the Company; or
(b) the chairperson is appointed in writing (by a shareholder who is not Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with no specific instructions on how to vote on a non-binding shareholder vote on remuneration, where the shareholder provides express authorisation for the chairperson to do so.
Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the
Chairperson and counted in favour of the resolutions the subject of this Meeting, including this Resolution
1, subject to compliance with the Corporations Act.
Resolution 2 - Election of Mr David Paul Liddy as Director
The Company's Constitution requires directors who are appointed during the year to retire at the first annual general meeting held after their appointment. Such retiring directors are eligible for re-election.

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This resolution seeks Shareholder approval of the re-election of Mr Liddy, who was appointed by the
Directors to the Board of Directors since the last annual general meeting.
Experience
The Company's Board supported Mr Liddy's nomination by the then Chairman, Mr John Pearce. Mr Liddy is a well known business leader, with an executive career covering 40 years in banking, most recently as MD and CEO of the S&P/ASX 100 company Bank of Queensland Limited (BOQ) before his retirement in August 2011. Prior to joining BOQ, Mr Liddy spent 33 years at Westpac Banking Corporation.
Mr Liddy brings to the Company not only a wealth of knowledge and experience but, new ideas and contacts, which will help drive the Company to the next level of market maturity.
Mr Liddy is also Chairman of Financial Basics Foundation and Financial Basics Community Foundation, a Director of AEIOU, a non Executive director of Adept Solutions Limited, a Senior Fellow of the Financial Services Institute of Australasia and a Fellow of the Australian Institute of Company Directors. He was also recently Deputy Chairman, Australian Bankers' Association and on the Boards of such charities as Royal Children's Hospital Foundation (Qld) and Wesley Research Institute.
Mr Liddy was appointed by the Board on 27 March 2012 in accordance with the Constitution.
The Directors (with Mr Liddy abstaining) recommend that you vote in favour of this Ordinary Resolution.
Resolution 3 - Re-election of Kerry John Daly as Director
In accordance with the requirements of the Company's Constitution and the ASX Listing Rules, one-third of the directors of the Company (other than the managing director and excluding any director appointed since the last annual general meeting) and those who were re-elected more than three years ago retire from office at this AGM and, being eligible, offer themselves for re-election.
This resolution seeks Shareholder approval of the re-election of Mr Daly, who retires by rotation in accordance with the Company's Constitution.
Experience
Mr Daly has over 30 years experience in the financial services sector. Mr Daly was elected a Director of Collection House Limited on 30 October 2009. During the period 1987 to December 2000, Mr Daly was Managing Director and Chief Executive Officer of The Rock Building Society Limited where he initiated its demutualisation and was responsible for its ASX listing. From January 2001, he was appointed an Executive Director of the fixed interest brokerage and investment banking business Grange Securities Limited. Mr Daly is currently a non-executive Director of Trustees Australia Limited.
The Directors (with Mr Daly abstaining) recommend that you vote in favour of this Ordinary Resolution.
Interpretation
In this Explanatory Memorandum:
ASIC means the Australian Securities and Investments Commission;
ASX means the ASX Limited ABN 98 008 624 691;
Board means the board of directors of the Company;
Closely Related Party (as defined in the Corporations Act) of a member of the Key Management
Personnel for an entity means:
(a) a spouse or child of the member; or

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(b) a child of the member's spouse; or
(c) a dependant of the member or 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 entity; or
(e) a company the member controls; or
(f) a person prescribed by regulation under the Corporation Act for the purposes of the definition of closely related party under the Corporations Act;
Company means Collection House Limited ABN 74 010 230 716;
Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time;
Directors means directors of the Company;
Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting;
Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity;
Listing Rules means the official listing rules of the ASX;
Meeting or Annual General Meeting or AGM means the Annual General Meeting of Shareholders to be held at the Emporium Hotel, 1000 Ann Street, Fortitude Valley Brisbane Queensland on 25 October 2012 at 11:00am (Brisbane time);
Notice of Meeting means the notice of meeting convening the Meeting and the Explanatory
Memorandum;
Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders;
Resolution means a resolution to be proposed at the Meeting;
Share means an ordinary fully paid share in the issued capital of the Company;
Shareholder means a holder of Shares in the Company;
Special Resolution means a resolution passed by at least 75% of the votes cast at a general meeting of shareholders.
Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Mr
Michael Watkins, the Company Secretary:
PO Box 2247
Fortitude Valley BC QLD 4006
Australia
Tel: +61 7 3100 1229
Fax: +61 7 3414 7525

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VOTING ENTITLEMENTS
Pursuant to Regulation 7.11.37 of the Corporations Regulations, the Directors have determined that the shareholding of each shareholder for the purpose of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register at 7:00 pm AEST on Tuesday 23 October
2012.
How to Vote
You may vote by attending the General Meeting in person, by proxy or by authorised representative. (a) Voting in Person
To vote in person, attend the General Meeting on the date and at the place set out above. Members who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section
250D of the Corporations Act 2001 (Cth). If a representative of a company is appointed a "Certificate of Appointment of Corporate Representative" should be produced prior to the meeting. A form of the certificate may be obtained from the Company's Share Registry, Computershare Investor Services Pty Limited, by contacting Computershare (details on the enclosed Proxy).
(b) Voting by Proxy
A member entitled to attend and vote at the meeting is entitled to appoint a proxy to vote on their behalf. Where a member is entitled to cast two or more votes, they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a member of the Company.
Instructions on how to sign the proxy are set out on Page 1 of the enclosed proxy. The proxy form must be deposited by 11.00am on Tuesday, 23 October 2012 in accordance with the instructions contained in the proxy.

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ABN 74 010 230 716

T 000001 000 CLH MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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