Facilitate Digital Holdings Ltd : Notice of Extraordinary General Meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING

This notice should be read in conjunction with the accompanying Explanatory Statement. A
proxy form accompanies this notice.

ITEM FOR APPROVAL Delisting of the Company

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

"That for the purpose of ASX Listing Rule 17.11 and for all other purposes, the Company be removed from the official list of the ASX on a date to be decided by the ASX and that the directors of the Company be authorised to do all things reasonably

necessary to give effect to the delisting of the Company from the ASX."

DATED: 17 DECEMBER 2012
BY ORDER OF THE BOARD
FACILITATE DIGITAL HOLDINGS LIMITED

Jim Story
Company Secretary

Notes

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the EGM.

If you are entitled to cast two or more votes, you may nominate one or two persons to vote on your behalf at the EGM. If two proxies are appointed, each proxy may be appointed to represent a specified number or proportion of your votes. Fractions of votes resulting from the appointment of proxies will be disregarded. If no such number or proportion is specified, each proxy may exercise half your votes. A proxy form and a reply paid envelope have been included for members with the notice of meeting. Proxy voting instructions are provided on the back of the proxy form.

A proxy need not be a holder of Facilitate Digital Holdings Limited shares. If you wish to direct a proxy how to vote on any resolution, place a mark (e.g. a cross) in the appropriate box on the proxy form and your votes may only be exercised in that manner. You may split your voting direction by inserting the number of shares or percentage of shares that you wish to vote in the appropriate box.

Proxies given by post, fax or delivery must be received by Facilitate Digital Holdings Limited's share registry, Link Market Services Limited by no later than 12.00 pm (Sydney time) on 30 January 2013 being 48 hours before the EGM:

Online: Go to www.linkmarketservices.com.au(see proxy form for instructions)

Any revocations of proxies must be received at one of these places before the commencement of the meeting, or at the registration desk for the meeting from 12:00 pm on the day of the meeting until the commencement of the meeting.

If a member has appointed an attorney to attend and vote at the meeting, or if the proxy is signed by an attorney, the power of attorney (or a certified copy of the power of attorney) must be received by Facilitate Digital Holdings Limited's share registry, Link Market Services Limited, at the address or fax number in 2. above, by no later than 12.00 pm (Sydney time) on 30 January 2013 being 48 hours before the EGM, unless the power of attorney has been previously lodged with Facilitate Digital Holdings Limited's share registry for notation and has not expired or otherwise been revoked.

If a corporate member wishes to appoint a person to act as its representative at the meetings, that person should be provided with a letter or certificate authorising him or her as the company's representative (executed in accordance with its constitution) or with a copy of the resolution appointing the representative, certified by a secretary or director of the company. A form of certificate may be obtained from the Company's share registry.

In accordance with Reg. 7.11.37 of the Corporations Regulations 2001, the Board has determined that persons who are registered holders of shares of the Company as at 12:00pm (Sydney time) on 30 January 2013 will be entitled to attend and vote at the Meeting as a shareholder.

An ordinary resolution will be passed where more than 50% of the eligible votes cast are in favour of it.

Information included in this Explanatory Statement is intended to assist with your consideration of the ordinary business proposed at the Company's Extraordinary General Meeting ("EGM").
The purpose of this Explanatory Statement is to provide Shareholders with information that is reasonably required for them to decide how to vote on the resolution. The Directors recommend that Shareholders read this Explanatory Statement before determining whether or not to support the Resolution.

On 19 November 2012, the Company made an application to ASX, under Listing Rule 17.11, to be removed from the official list of ASX (Delisting Application). On 27 November 2012 the ASX granted approval to the Delisting Application subject to the following conditions:
(a) the request for removal of the Company from the Official List be approved by an ordinary resolution of ordinary shareholders of the Company;
(b) a notice of general meeting seeking shareholder approval to remove the Company from the official
list of ASX must include a statement to the effect that the removal will take place no earlier than one month after the date on which the resolution to approve the removal is passed; and
(c) the Company releases the full terms of the ASX decision in relation to the Delisting Application to the market immediately upon the directors resolving to seek removal of the Company from the official list of ASX.
As required by the conditions of the ASX approval:
1. Shareholder approval of the removal is sought at this EGM;
2. The removal date will be determined by ASX but, if approved by shareholders, will be on or after
5:00 pm (Sydney time) on 1 March 2013, being a date no earlier than one month after shareholder approval; and
3. The terms of the ASX approval were released to the market on 28 November 2012.

The Board of the Company has determined that the delisting of the Company from the ASX is in the best interests of all shareholders. The primary reasons noted by the board are as follows: