Industrea Ltd. : Notice of Annual General Meeting/Proxy Form

INDUSTREA LIMITED

TO BE HELD AT: Edinburgh Room Level 4

The Brisbane Club

241 Adelaide Street Brisbane Queensland 4000 at 11:30am (Brisbane Time)

on Monday 12 November 2012

NOTICE OF MEETING CONTENTS:

A proxy form is enclosed separately

The proxy form enclosed for use at the meeting must be completed and returned or, proxy instructions provided electronically, no later than 11:30am on Saturday 10 November 2012

Important

This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your legal, financial or other professional adviser immediately.

10 October 2012

Dear Shareholder,

I have pleasure in enclosing the Notice of Meeting for this year's Annual General Meeting of Industrea Limited, which is to be held on Monday, 12 November 2012 at the Brisbane Club, Edinburgh Room, Level 4, 241 Adelaide Street, Brisbane, Queensland. The time for the meeting is the later of 11:30am and conclusion of the meeting of shareholders to vote on the scheme of arrangement to effect the acquisition of Industrea by General Electric Company (GE). The Scheme Meeting will be held immediately prior to the AGM, and is scheduled to commence at

10am on the same day.

If you are able to attend, I would ask that you bring the notice of meeting and copy of your proxy form with you to the meeting. This will help with identification and ensure fast registration when you arrive.

If you are unable to attend the meeting but wish to vote on the resolutions to be considered at the meeting, you may appoint a proxy to act on your behalf.

You may register your proxy electronically at Industrea's share registry website www.investorvote.com.au. Alternatively, you may complete and return the Appointment of Proxy form included with the Notice of Meeting. The Proxy Form must be received, or proxy instructions provided electronically, by not later than 11.30am (Brisbane time) on Saturday, 10 November 2012.

You should note that if you appoint me as your proxy and do not direct me how to vote on the resolutions to be considered at the Meeting, you expressly authorise me to exercise your proxy in favour of all of the resolutions, including the resolution approving the remuneration report. If you appoint me as your proxy and want to direct me how to vote on one or more of the resolutions before the meeting, you should follow the instructions on the proxy form.

Annual Report

Shareholders are advised that the Annual Report is now available on the Company's website at www.industrea.com.au

For shareholders who have elected to receive a hard copy of the Annual Report a copy will be have already been provided prior to despatch of the notice of meeting.

We look forward to seeing you at the Annual General Meeting. Yours sincerely

Hon David P. Beddall

Chairman

NOTICE OF ANNUAL GENERAL MEETING 2012

Industrea Limited ACN 010 720 117

The Annual General Meeting of Industrea Limited will be held at the Brisbane Club Edinburgh Room, Level 4, 241
Adelaide Street, Brisbane, Queensland 4000 on Monday 12 November 2012. The meeting will commence at the later of 11:30am Brisbane time and conclusion of the meeting of shareholders to vote on the scheme of arrangement to effect the acquisition of Industrea by General Electric Company (GE). The business of the meeting is to consider
and, if thought fit, pass the following resolutions. Resolutions in Item 2 to Item 3 inclusive are proposed as ordinary resolutions.

Ordinary business

Item 1 Accounts and Reports

Industrea financial statements and reports and shareholder questions.
The shareholders of Industrea to receive and consider the financial report, directors' report and auditors' report for
Industrea and its controlled entities for the year ended 30 June 2012.
Industrea will take shareholders' questions and comments about the management of the Company.

Item 2 Election of Director - Timothy Carl Netscher

Timothy Carl Netscher retires from office in accordance with rule 65.2 of the Constitution of Industrea.
In accordance with the Constitution of Industrea, Timothy Carl Netscher is eligible for re-election as a director of
Industrea and has consented to continue to act as a director if re-elected.
For the shareholders of Industrea to consider and, if thought fit, pass the following resolution: "That Timothy Carl Netscher be re-elected as a director of the Company."

Item 3 Adoption of Remuneration Report

To approve the Remuneration Report.
For the shareholders of Industrea to consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That the Remuneration Report of the Company (as included in the Directors' Report) for the year ended
30 June 2012 be adopted by the Company."
This resolution is, in accordance with section 250R of the Corporations Act, advisory only and will not bind the directors or the Company. The Remuneration Report can be found on pages 38-50 of the Company's Annual Report.
Industrea will take shareholders' questions and comments about the remuneration report.

Voting Exclusion Statement

In accordance with the Corporations Act, the Company will disregard any votes cast on Item 3 by Key Management Personnel and any closely related party of any Key Management Personnel as those terms are defined in section 9 of the Corporations Act 2001. However, the Company need not disregard a vote if:
(a) it is cast by a person who is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
(b) it is cast by the Chair of the meeting and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on the resolution; and
(ii) 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 of the company.

Other Business

To deal with any other business that may be brought forward in accordance with the Constitution and the
Corporations Act.

Industrea Limited ACN 010 720 117 Notice of Annual General Meeting 2012 Page | 2

Explanatory Memorandum

The accompanying Explanatory Memorandum forms part of this Notice of Annual General Meeting and should be read in conjunction with it. A Glossary of terms used in this Notice of Annual General Meeting and Explanatory Memorandum is in the Explanatory Memorandum.
By order of the Board

Phillip Hourigan
Company Secretary

NOTES REGARDING PROXIES AND VOTING

Appointing a proxy

A shareholder who is entitled to attend and vote can appoint a proxy to attend and vote at the Meeting on their behalf. A proxy need not be a shareholder of Industrea.
A shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If proportions or numbers are not specified, each proxy may exercise half the available votes.
You may register your proxy electronically at Industrea's share registry website www.investorvote.com.au or online by visiting www.intermediaryonline.com and logging in using the control number found on the front of your accompanying Proxy Form. Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting www.issueronline.com. Alternatively you may complete and return the Proxy Form. If you require a second Proxy Form, please contact Industrea's Share Registry or you may copy the Proxy Form.
If you do not provide proxy instructions electronically, Proxy Forms may be lodged by hand or by facsimile to the following addresses:

By Mail:

Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001 Australia

By Fax:

Alternatively you can fax your form to: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For an appointment of a proxy to be effective, the Proxy Form must be received or proxy instructions provided electronically, by not later than 11:30am, Brisbane time, on Saturday, 10 November 2012.

Corporate Shareholders

Corporate shareholders wishing to appoint a representative to attend the meeting on their behalf must provide that person with a properly executed letter confirming that they are authorised to act as the company's representative. The authorisation may be effective either for this meeting only or for all meetings of Industrea.

Eligibility to vote at the meeting

For the purpose of regulation 7.11.37 of the Corporations Regulations 2001, Industrea has determined, for the purposes of voting entitlements at the meeting, that Industrea shares are taken to be held by those shareholders registered at 7:00pm Sydney time on Saturday, 10 November 2012. Accordingly, only those persons will be entitled to attend and vote at the meeting.

Registration

If you are attending the meeting, please bring your personalised Proxy Form with you. If you do not bring your form with you, you will still be able to attend the meeting, but on registration, representatives from the Company's Share Registry will need to verify your identity.

Industrea Limited ACN 010 720 117 Notice of Annual General Meeting 2012 Page | 3

How undirected proxies held by the Chairman of the meeting will be voted

If you appoint the Chair of the Meeting as your proxy and you do not specify in the proxy form the manner in which you wish the Chair to vote on the resolutions to be considered at the meeting, you will be deemed to have expressly authorised the Chair to vote in accordance with the voting intentions of the Chair to vote in favour of all resolutions. In particular, if you do not direct the Chair how to vote on the resolution in Item 3, you expressly authorise

the Chair to vote in favour of the resolution in Item 3 for the adoption of the remuneration report even though it is connected with the remuneration of a member of Key Management Personnel.

If you appoint the Chair of the Meeting as your proxy and wish to direct the Chair how to vote on some or all of the resolutions to be considered at the Meeting, you must complete the directed proxy part of the Proxy Form (Step 2 on the proxy form).
Industrea encourages all shareholders who submit proxies to direct their proxy how to vote on each resolution.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum (which is included in, and forms part of, the Notice of Annual General Meeting) is provided to Shareholders to explain the Resolutions to be put to Shareholders at the Annual General Meeting and to assist Shareholders to determine how they wish to vote on each Resolution. The Annual General Meeting will be held at the Brisbane Club Edinburgh Room, Level 4, 241 Adelaide Street, Brisbane, Queensland 4000 on Monday
12 November 2012 at the later of 11:30am, Brisbane time and conclusion of the meeting of shareholders to vote on the scheme of arrangement proposed to effect the acquisition of Industrea by General Electric Company (GE).

Item 1 Accounts and Reports

The Company will take shareholders' questions and comments about the management of Industrea. The auditor of Industrea will be available to take shareholders' questions and comments about the conduct of the audit and the preparation and content of the auditor's report. The financial report and other items referred to in Item 1 will be laid before the meeting in accordance with the Corporations Act.

Item 2 Election of Director - Timothy Carl Netscher

This resolution deals with the election of directors under Industrea's Constitution and the ASX Listing Rules.
Timothy Carl Netscher is due to retire under the terms of the Constitution and has been nominated for re-election to the Board.
Industrea selects board members for their individual qualities, relevant background in business and experience, both local and global, experience with relevant stakeholder groups and for the contribution they make to Industrea's overall board composition. In considering overall board composition, Industrea seeks to balance a variety of skills, professional backgrounds, stakeholder experience and personal attributes. It is important for Industrea to have committed and appropriately selected directors for the successful operation of its business and the creation of shareholder value.

Recommendation

The Board, other than the candidate himself, unanimously recommends that shareholders vote in favour of Item 2.

Item 3 Adoption of Remuneration Report

Item 3 deals with the non-binding shareholders vote on the Company's "Remuneration Report".
This resolution is a requirement of the Corporations Act, with section 250R requiring that at each AGM a listed company proposes a resolution that its Remuneration Report be adopted.
The Remuneration Report is contained on pages 38 - 50 of the Company's 2012 Annual Report and contains the remuneration and other information disclosures required by section 300A of the Corporations Act. Section 300A of the Corporations Act requires specific information to be disclosed in the Annual Report which includes but is not limited to: discussion of board policy, financial statements and summary of performance conditions. The disclosure requirements stipulated in s 300A of the Corporations Act have been complied with.

Industrea Limited ACN 010 720 117 Notice of Annual General Meeting 2012 Page | 4

GLOSSARY

In this Notice and Explanatory Memorandum:

ASX means the financial market operated by the Australian Securities Exchange;

ASX Listing Rules means the listing rules of the ASX;

Board means the board of Directors;

Corporations Act means the Corporations Act 2001 (Cth);

Company or Industrea means Industrea Limited ACN 010 720 117

Constitution means the constitution of the Company'

Directors means the directors of the Company from time to time;

Explanatory Memorandum means the explanatory memorandum which accompanies, and is incorporated as part of, the Notice;

Key Management Personnel has the meaning as set out in the accounting standards and in the case of the

Company comprises the key management personnel as outlined in the Remuneration Report contained on pages 38
- 50 of the Company's 2012 Annual Report;

Meeting means the Annual General Meeting of the Company to be held at the Brisbane Club Edinburgh Room, Level

4, 241 Adelaide Street, Brisbane, Queensland 4000 on Monday 12 November 2012 at the later of 11:30am, Brisbane time and conclusion of the meeting of shareholders to vote on the scheme of arrangement to effect the acquisition of Industrea by General Electric Company (GE);

Proxy Form means the proxy form included with this Notice of Meeting and Explanatory Memorandum;

Shareholders means holders of Shares; and

Shares means fully paid ordinary shares in the capital of the Company.

Industrea Limited ACN 010 720 117 Notice of Annual General Meeting 2012 Page | 5

industrea

lndustrea Limited

ABN 22 01O 720 117

Lodge your vote:

Online:

www.inves torvo te.com.au

By Mail:

Computershare lnvestor Services Pty Limited

GPO Box 242 Melbourne

Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For lntermediary Online subscribers only

(custodians) www intermediaryonline com

Forali enquiries cali: (within Australia) 1300 552 270 (outside Australia) +61 3 9415 4000

Proxy Form • Annual GeneraiMeeting

D Vote online or view the annual report, 24 hours a day, 7 days a week:

' ' www.investorvote.com.au

Cast your proxy vote Your secure access information is:

ControlNumber: 185878

[i1' Access the annual report SRN/HIN:

[i1' Review and update your securityholding

/. "

PLEASE NOTE: For security reasons it is important that you keep your

SRN/HIN confidential.

u For your vote to be effective it must be received by 11.30am (Brisbane time) Saturday 1O November 2012

How to Vote on ltems of Business

Ali your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. lf you do not mark a box your proxy may vote as they choose. lf you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or

100%.
Appointing a second proxy: You are entitled to appoint up to too proxies to attenei the meeting and vote on a poli.lf you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.

Signing lnstructions for Postal Forms Individuai: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, ali of

the securityholders should sign.

Power of Attomey: lf you have not already lodged the Power of Attorney with the registry, 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. lf the company (pursuant to section 204A of the Corporations Acl2001) 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 sign in the appropriate piace to indicate the office held. Delete titles
as applicable.

Attending the Meeting

Bring this form to assist registration. lf a representative of a corporale securityholder or proxy is to attenei the meeting you will need to provide the appropriate "Certificate of Appointment of Corporale Representative·prior to admission. A form of the certificate may be obtained from Computershare oronline at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: lf you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,

or turn over to complete the form

156108_Ali_Holders_AUS/000007/000020

166108_01CGLA

Change ofaddress. lf incorrect. mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

• Proxy Form Please mark I Xlto indicate your directions

--Appoint a Proxy to Vote on Your Behalf

1/We being a member/s of lndustrea Limited hereby appoint

the Chairman

ofthe Meeting OR

L---------------------------------------

UPLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do noiinsert your own name(s).

or failing the individuai or body corporate named, or if no individuai or body corporate is named, the Chairman of the Meeting, as my/our proxy

to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual Generai Meeting of lndustrea Limited to be held at the Brisbane Club, Edinburgh Room, Level 4, 241 Adelaide Street, Brisbane, Queensland on Monday 12 November 2012 at the later of 11.30am (Brisbane time) and the conclusion of the Scheme Meeting and a t any adjournment or postponement of that Meeting

Chainnan authorised to exercise undirected proxies on remuneration related resolutions Where 1/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), 1/we expressly authorise the Chairman to exercise my/our proxy on ltem 3 (Adoption of Remuneration Report) (except where 1/we have indicated a different voting intention below) even though ltem 3 (Adoption of Remuneration Report) is connected direcijy or indirecijy with the remuneration of a member of key management personnel, which includes the Chairman.

lmportant Note: lf the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on ltem 3 (Adoption of Remuneration Report) by marking the appropriate box in step 2 below.

u PLEASE NOTE: lf you mark the Abstain box for an item, you are directing your proxy noito vote on your behalf on a show of hands or a poli and your votes will noibe counted in computing the required majority.

ltem 2 Election ofDirector-Timothy Cari Netscher DDD

ltem 3 Adoption of Remuneration Report

The Chairman of the Meeting intends to vote ali available proxies in favour of each item of business.

Individuai or Securityholder 1 Securityholder 2 Securityholder 3

DDD

Sole Director and Sole Company Secretary Director DirectorlCompany Secretary

Contact

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