Calliden Group Limited

ACN 061 215 601

NOtICE Of ANNUAl GENERAl mEEtING

24 May 2012

Notice is hereby given that the Annual General Meeting ("the Meeting") of Calliden Group Limited ("the Company") will be held at 9.00am on Thursday 24 May 2012 at Level 7, 100 Arthur Street, North Sydney NSW 2060.

ORDINARY BUSINESS

CONSIDERAtION Of fINANCIAl REpORt

To consider the Financial Report and the reports of the Directors and
Auditors for the year ended 31 December 2011.
Neither the Corporations Act 2001 nor the Company's Constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.

1. ADOptION Of REmUNERAtION REpORt

To consider and if thought fit pass the following non-binding resolution:
"That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors' Report of the Company, for the year ended 31 December 2011 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting."

1.1 This resolution is advisory only and does not bind the Company or the directors.

1.2 When reviewing the Company's remuneration policies the directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting.

1.3 If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive 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.

2. RE-ElECtION Of mR RIChARD hIll AS A DIRECtOR

To consider and if thought fit, pass the following ordinary resolution:
"That Mr Richard Hill, being a Director of the Company, retires by rotation in accordance with the Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 2 in the notice of meeting."

3. RE-ElECtION Of mR jACk lOwENStEIN AS A DIRECtOR

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

"That Mr Jack Lowenstein, being a Director of the Company, retires by rotation in accordance with the Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting."

By order of the Board

NIChOlAS j v GEDDES

Company Secretary

2012

NOTICE OF ANNuAL

GENERAL MEETING

To be held at 9.00 am
Thursday, 24 May 2012
Level 7, 100 Arthur Street
North Sydney NSW 2060

Shareholders who have elected not to receive a printed copy of the Company's Annual Report may obtain a copy from the Company's website www.calliden.com.au under investors.

Registered Office

Level 7, 100 Arthur Street

North Sydney, NSW 2060

T (02) 9551 1111

vOtING EXClUSION IN RElAtION

tO thE REmUNERAtION REpORt

The Company will disregard any votes cast on:

1. ADOptION Of REmUNERAtION REpORt

By:

a) A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

b) A closely related party of such a member.

However, a person described above may cast a vote on the resolution if:
• The person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and
• The vote is not cast on behalf of a person described in subparagraphs

(a) or (b) above.

EXplANAtORY NOtES

This Explanatory Memorandum has been prepared for the shareholders of Calliden Group Limited to provide information about the items of business to be considered at the Annual General Meeting of shareholders to be held on Thursday
24 May 2012. Shareholders are encouraged to read this document in full.
With the exception of Resolution 1, all of the resolutions to be voted on are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by shareholders entitled to vote on the resolution in order for it to be carried.
If appropriate and if time permits, the Chairman will discuss key issues raised by shareholders prior to the Meeting and will invite questions and comments from shareholders on these key issues and any other appropriate and relevant matters that shareholders would like to raise at the Meeting.
In addition, a reasonable opportunity will be given to members present at the Meeting to ask the Company's auditor, KPMG, questions relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor.
If you have an issue or question that you would like discussed at the Meeting, or would like to submit a written question to KPMG before the Meeting, please send your issue or question to the Company Secretary Nick Geddes at ngeddes@austcosec.com.au

hOw wIll thE ChAIRmAN vOtE AS pROXY If thE ShAREhOlDER hAS NOt

DIRECtED thE ChAIRmAN tO vOtE?

If a Shareholder appoints the Chairman of the Annual General Meeting as proxy and does not direct the Chairman how to vote on a proposed Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman intends to vote in favour of that proposed Resolution.

1. ADOptION Of thE REmUNERAtION REpORt

Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption, by way of a non-binding resolution, its Remuneration Report for the year ended 31 December 2011.
The Remuneration Report is a distinct section of the annual Directors' Report which deals with the remuneration of Directors and executives (which includes senior management) of the Company. The Remuneration Report can be located in the Company's Annual Report on pages 9 to 15. This is available online at www.calliden.com.au under investors.
The resolution is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the Company's remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive 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. The Company encourages all shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).
Any undirected proxies held by the chairman of the meeting, other directors or other Key Management Personnel or any of their closely related parties (as that term is defined in the Corporations Act 2001, which include certain of their family members, dependents and companies they control) will not be voted in respect of Resolution 1 (Adoption of Remuneration Report) unless you direct the chairman of the meeting (only) to vote your proxy by marking the box under the heading "If the Chairman of the meeting is your proxy or is appointed as your proxy by default" on the proxy form.
If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Adoption of Remuneration Report) by marking either "For", "Against" or "Abstain" on the proxy form for that item of business.

2. RE-ElECtION Of mR RIChARD hIll AS A DIRECtOR

Pursuant to the Clause 12.5 of the Constitution and ASX Listing Rules, Mr Hill will retire by rotation and seeks re-election.
Richard James Hill B.A, LL.B, LL.M
Age 65. Chairman. Independent Non-Executive Director
Richard Hill has extensive investment banking and management experience. He was a founding partner of Hill Young & Associates and formerly held a number of senior executive positions in Hong Kong and New York with Wardley Holdings Limited, a wholly owned subsidiary of Hong Kong & Shanghai Banking Corporation. He was admitted as an attorney in New York State, uSA and registered by the uS Securities and Exchange Commission and the Ontario Securities Commission. He is the Chairman of Sirtex Medical Limited* (since August 2006), the Chairman of Blackwall Property Group Ltd* and a director of Biota Holdings Limited* (since November 2008).
The Board supports the re-election of Mr Hill.

3. ElECtION Of mR jACk lOwENStEIN AS A DIRECtOR

Pursuant to the Clause 12.5 of the Constitution and ASX Listing Rules, Mr Lowenstein will retire by rotation and seeks re-election.
Jack Theseus Lowenstein M.A (Oxon) Age 55. Non-Executive Director
Jack Lowenstein has extensive experience in funds management. He was a director of Hunter Hall International Limited* (from March 2004 to November 2011) and was a director of Hunter Hall Global Value Limited* (from December 2003 to November 2011). He is currently the Chairman of Kontiki Capital Limited, a Fiji-based regional investment bank.
The Board supports the re-election of Mr Lowenstein.

NOtES

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member's behalf. If the member is entitled to cast two or more votes at the Meeting, the member may appoint not more than two proxies to attend and vote on the member's behalf.

2. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member's votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a member of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member's attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation's common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery or fax:

Computershare Investor Services Pty Limited

Street address: Level 4, 60 Carrington Street, Sydney NSW 2000

Mailing address: GPO Box 242, Melbourne VIC 3001

Fax: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

Web: www.investorvote.com.au and follow the instruction provided

provided that members who forward their proxy forms by fax are required to make available the original executed form of the proxy for production, if called upon so to do at the Meeting.

For custodians - who are subscribers of Intermediary Online, please submit your votes electronically via www.intermediar yonline.com

6. A corporate shareholder entitled to attend and vote at the meeting may appoint a body corporate representative to attend and vote for the shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

Calliden Group Limited will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the Meeting.

7. For the purposes of the Annual General Meeting, persons on the register of members as at 7.00pm on Tuesday 22 May 2012 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

* The companies denoted with * are listed on the Australian Securities Exchange

000001 000 CIX MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote: