MBD CORP LTD 
By
22 Jersey Road
Bayswater, Victoria, 3153
Level 2 Telephone: (03) 9820 2087
409 St Kilda Road Facsimile: (03) 9820 2158
Melbourne Victoria 3004 ABN 34 087 730 667
CHAIRMAN S LETTER
Dear Shareholder,
Please find enclosed with this letter, the Notice of Meeting
and accompanying Explanatory Memorandum and
Proxy Form for the 2012 Annual General Meeting of the
Company.
At the Annual General Meeting, you will be asked to consider
the matters set out below.
We will be reporting to you on the Company s financial
performance for the financial year ended 30 June 2012.
The Corporations Act 2001 requires listed entities to allow
Shareholders to vote on the Remuneration Report, which is
included in the Directors Report. Consistent with that Act,
you should note that the vote is advisory only and does not
bind the Directors or the Company.
As it has been 3 years since Mr Hamish Giles was last
re-elected as a Director, consistent with the Company s
Constitution and the ASX Listing Rules, he will be retiring
as a Director by rotation and you will be asked to vote on
his re-election at the Annual General Meeting.
The Board believes it is appropriate to change the Company
name to MBD Corporation Limited to more accurately reflect
the more diversified nature of the business.
The proposed Resolutions are set out in full in the enclosed
Notice of Meeting and an explanation of each
Resolution is set out in the accompanying Explanatory
Memorandum.
Shareholders attending the Annual General Meeting will have a
reasonable opportunity to ask questions and make comments on
the management of the Company.
All Shareholders are encouraged to attend the Annual General
Meeting and I urge all Shareholders to read the Notice of
Meeting and Explanatory Memorandum carefully before voting on
the proposed Resolutions. If you are undecided about what to
do, you should consult your accountant, stockbroker or other
professional adviser.
I look forward to seeing you at the Annual General Meeting.
Yours sincerely
17 October 2012
MARBLETREND GROUP LIMITED ACN 087 730 667 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS GIVEN that the 2012 Annual General Meeting of Shareholders of Marbletrend Group Limited (Company) will be held at 11:00 am (Melbourne time) on Wednesday, 21 November 2012 at the offices of Marbletrend Pty Ltd, 22 Jersey Road, Bayswater, Victoria, 3153.The Explanatory Memorandum and Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting. Terms and expressions used in this Notice of Meeting have the meaning given to them in the Definitions section at the end of the Explanatory Memorandum.
ORDINARY BUSINESS 1. Annual Financial ReportTo receive and consider the Annual Financial Report of the Company and the reports of the Directors and Auditor for the year ended 30 June 2012.
2. Resolution 1 Remuneration Report for the Financial Year ended 30 June 2012To consider and, if thought fit, to pass the following resolution as an advisory resolution:
That, for the purposes of section 250R of the Corporations Act 2001, the Remuneration Report for the year ended
30 June 2012 be adopted.
Please note that the vote on this Resolution is advisory only and does not bind the Directors or the Company.
3. Resolution 2 To re-elect Mr Hamish Giles as a DirectorTo consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That Mr Hamish Giles, who retires in accordance with Rule 77.1 of the Constitution of the Company, being eligible for re-election, be re-elected as a director of the Company.
4. Resolution 3 Change of NameTo consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
That for the purpose of Section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to MBD Corporation Limited .
OTHER BUSINESSTo consider any other business that may lawfully be brought forward.
QUESTIONS AND COMMENTS BY SHAREHOLDERS AT GENERAL MEETINGA reasonable opportunity will be given to Shareholders as a whole at the Annual General Meeting to ask questions about or make comments on the remuneration report and the management of the Company and to ask the auditors or their representative questions relevant to the conduct of the audit, the preparation and content of their report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and their independence in relation to the conduct of the audit.
The auditors will also be allowed a reasonable opportunity to answer written questions submitted in accordance with the
Corporations Act 2001. BY ORDER OF THE BOARD
Hamish Giles Company Secretary Dated: 17 October 2012Marbletrend Group Limited
Notice of 2012 Annual General Meeting and Explanatory Memorandum
Page 1
PROXIES
Shareholders entitled to attend and vote at the Annual
General Meeting are entitled to appoint a proxy. The proxy
may be an individual or a body corporate.
A Shareholder who is entitled to cast 2 or more votes may
appoint 2 proxies and may specify the proportion or number of
votes each proxy is appointed to exercise. If a Shareholder
appoints 2 proxies and the appointment does not specify the
proportion or number of the Shareholder s votes such proxy
may exercise, each proxy may exercise half of the votes
disregarding fractions.
For an appointment of proxy to be valid, the form appointing
the proxy and, if the form is signed under a power of
attorney or other authority, the authority under which the
form is signed (or a certified copy of the authority) must be
received at or sent by facsimile transmission to the
registered office of the Company, C/- Salmon Giles Pty Ltd,
Level 2, 409 St Kilda Road, Melbourne, Victoria, 3004 or
facsimile number (+61 3 9820 2158), at least 48 hours prior
to the meeting or adjourned meeting, as the case may be, at
which the proxy named in the proxy form proposes to vote.
A proxy must be signed by the Shareholder or the Shareholder
s attorney duly authorised in writing or, if the Shareholder
is a company, in a manner permitted by the Corporations Act
2001. The proxy may, but need not, be a Shareholder.
A proxy form accompanies this Notice of Meeting. Additional
proxy forms are available on request from the registered
office of the Company or its share registrar.
A body corporate may appoint an individual as a
representative to exercise all or any of the powers the body
corporate may exercise at meetings of the Company s
Shareholders or in the capacity of a Shareholder s proxy. The
appointment may be a standing one. Unless otherwise specified
in the appointment, the representative may exercise, on that
body corporate s behalf, all of the powers that the body
could exercise at a meeting or in voting on a resolution.
For the purposes of determining entitlements to vote at the
Annual General Meeting, the Company s Shares will be taken to
be held by the people registered as holders at 7:00 pm
(Melbourne time) on Monday, 19 November,
2012. Accordingly, transactions registered after that time
will be disregarded in determining entitlements to attend and
vote at the Annual General Meeting.
Subject to any voting restrictions and exclusions, the
Chairman intends to vote in favour of all resolutions on the
agenda.
In respect of undirected proxies, subject to any voting
restrictions and exclusions, the Chairman intends to vote in
favour of all resolutions on the agenda.
In relation to Resolution 1 (Adoption of Remuneration Report)
if you have not marked For , Against or Abstain boxes you
will have directed the Chairman to vote in favour of this
resolution, even though this item is connected directly or
indirectly with the remuneration of a member of the Key
Management Personnel. If you do not wish to give the Chairman
such a directed proxy, you should ensure that a box other
than the For box is clearly marked.
Marbletrend Group Limited
Notice of 2012 Annual General Meeting and Explanatory Memorandum
Page 2
MARBLETREND GROUP LIMITED ACN 087 730 667 EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the
information of Shareholders in Marbletrend Group Limited
(Company) in connection with the business to be considered at
the Annual General Meeting of Shareholders to be held at
11:00 am (Melbourne time) on Wednesday, 21 November, 2012 at
the offices of Marbletrend Pty Ltd, 22 Jersey Road,
Bayswater, Victoria, 3153.
This Explanatory Memorandum comprises part of the
accompanying Notice of Meeting. Terms and expressions used in
this Explanatory Memorandum, the Notice of Meeting and the
Proxy Form are defined in the Definitions section at the end
of this Explanatory Memorandum.
Details of the business to be considered at the Annual
General Meeting are set out below.
The first item of the Notice of Meeting deals with the
presentation of the Company's Annual Financial Report
for the year ended 30 June 2012. Shareholders should consider
this document and raise any matters of interest with the
Directors when this item is being considered.
No resolution is required to be moved in respect of this
item.
During this item of business, Shareholders at the meeting may
comment on and ask questions about the
Remuneration Report that appears in the Company s 2012 Annual
Report.
Section 300A of the Corporations Act 2001 requires the
Directors Report to contain a remuneration report containing
information about the Board s policy for determining the
nature and amount of the remuneration of directors and senior
management. The report must also explain the relationship
between the remuneration policy and the Company s
performance.
The Corporations Act 2001 (sections 250R (2) and 250R (3))
provides that the vote on the adoption of the Remuneration
Report is advisory only and does not bind the Directors or
the Company. However, the Board will take the outcome of the
vote into consideration when reviewing the remuneration
policies and practices of the Company.
Recommendation of Directors
The Directors unanimously recommend that Shareholders vote in favour of the Remuneration Report.
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 1 by
or on behalf of:
A member of the Key Management Personnel (KMP) (as defined in
the Act and includes each of the directors, all those
executives named in the Remuneration Report and any other
persons who are the Company s KMP at the date of the Annual
General Meeting; or
A closely related party (such as close family members and any
controlled companies) of those persons
Unless the vote is cast by a person as proxy for a person
entitled to vote on the Remuneration
Report:
In accordance with a direction as to how to vote on the proxy
form; or
By the Chairman of the meeting pursuant to an express
authorization to exercise the proxy even though Resolution 1
is connected with the remuneration of Company KMP.
Marbletrend Group Limited Notice of 2012 Annual General Meeting and Explanatory Memorandum Page 3
3. Resolution 2: Re-election of Director Hamish Giles
Rule 77.1 of the Constitution of the Company and the ASX
Listing Rules provide that a Director must not hold office
for a continuous period in excess of 3 years or past the
third annual general meeting following the Director s
appointment, whichever is the longer, without resubmitting
for re-election. Retiring Directors may immediately offer
themselves up for re-election. Mr Giles, having been elected
as a Director at the 2009 annual general meeting of the
Company, retires by rotation and offers himself for re-
election.
Mr Giles has in excess of 25 years experience and
achievements as an accountant, taxation advisor, business and
corporate advisor to many listed and unlisted companies.
Mr Giles has advised upon a number of strategic acquisitions,
divestments and business developments and brings to the Board
significant commercial experience as a public company
director. Mr Giles is chairman of CRF Group Limited and also
a director of Guilford Investments Limited.
Recommendation of Directors
The Directors (with Mr Giles abstaining) unanimously
recommend that Shareholders vote in favour of
Resolution 2.
The new name proposed to be adopted under Resolution 3 is MBD
Corporation Limited . The Directors believe that this new
name more accurately reflects the proposed future diversified
operations of the Company. This will also allow the Company
to develop and manage its brand at the operating level of the
subsidiaries of the Company.
Recommendation of Directors
The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.
Definitions
Unless the context requires otherwise, the following words
shall have the following meanings in this Notice of
Meeting and Explanatory Memorandum and Proxy Form:
(1) Annual General Meeting means the 2012 annual general
meeting of Shareholders convened by this
Notice of Meeting.
(2) ASX means ASX Limited ACN 008 624 691 or, as the context
requires, the market operated by it. (3) ASX Listing Rule
means a listing rule of ASX as amended or waived.
(4) Board means the Board of Directors of the Company.
(5) Company means Marbletrend Group Limited ACN 087 730 667.
(6) Constitution means the constitution of the Company.
(7) Directors mean the directors of the Company at the date
of this Notice of Meeting.
(8) Explanatory Memorandum means this explanatory memorandum
and any schedule or annexure to it.
(9) Notice of Meeting means the notice of Annual General
Meeting accompanying this Explanatory
Memorandum and the Proxy Form.
(10) Proxy Form means the proxy form accompanying this Notice
of Meeting and Explanatory Memorandum. (11) Resolution means
a resolution of the Company set out in this Notice of
Meeting.
(12) Share means a fully paid ordinary share in the capital
of the Company.
(13) Shareholder means a shareholder in the Company.
Marbletrend Group Limited Notice of 2012 Annual General Meeting and Explanatory Memorandum Page 4
Marbletrend Group LimitedACN 087 730 667
PROXY FORM
The Company Secretary C/- Salmon Giles Pty Ltd Level 2, 409
St Kilda Road Melbourne Victoria 3004
Facsimile: +61 3 9820 2158
I/We
of
being a member (s) of Marbletrend Group Limited (the
"Company"),
hereby appoint
of
or in his/her absence
of
or, in the absence of those persons or if no person is
nominated, the Chairman of the meeting as my/our proxy to
vote for me/us and on my/our behalf at the Annual General
Meeting to be held at 11:00 am (Melbourne time) on Wednesday,
21 November, 2012 at the offices of Marbletrend Pty Ltd, 22
Jersey Road, Bayswater, Victoria 3153 and at any adjournment
of that Annual General Meeting.
If you wish to indicate how your proxy is to vote, please
tick the appropriate boxes below.
I/we direct my/our proxy to vote as indicated below:
1. Approval of Remuneration Report
2. Re election of Mr Giles
1. Change of Company Name
Important Notice for Resolution 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default
In relation to Resolution 1 (Approval of Remuneration Report)
if you have not marked For , Against or Abstain boxes you
will have directed the Chairman to vote in favour of this
resolution, even though this item is connected directly or
indirectly with the remuneration of a member of the Key
Management Personnel. If you do not wish to give the Chairman
such a directed proxy, you should ensure that a box other
than the For box is clearly marked.
Marbletrend Group Limited 2012 Annual General Meeting Proxy Form Page 1 of 2
As witness my/our hand/s this day of 2012
If a natural person:
SIGNED by:
Signature Signature (if joint holder)
EXECUTED by
in accordance with section 127 of the
Corporations Act 2001:
Signature of Director Signature of Director/Secretary
Name of director
(BLOCK LETTERS)
Name of director/secretary
(BLOCK LETTERS)
SIGNED for and on behalf of )
by )
)
under a Power of Attorney dated ) and who declares that
he/she has not received ) any revocation of such Power of
Attorney in the presence of :
Signature of Attorney Signature of Witness
Shareholders entitled to attend and vote at the Annual
General Meeting are entitled to appoint a proxy. The proxy
may be an individual or a body corporate.
A Shareholder who is entitled to cast 2 or more votes may
appoint 2 proxies and may specify the proportion or number of
votes each proxy is appointed to exercise. If a Shareholder
appoints 2 proxies and the appointment does not specify the
proportion or number of the Shareholder s votes such proxy
may exercise, each proxy may exercise half of the votes
(disregarding fractions).
For an appointment of proxy to be valid, the form appointing
the proxy and, if the form is signed under a power of
attorney or other authority, the authority under which the
form is signed (or a certified copy of the authority) must be
received at or sent by facsimile transmission to the
registered office of the Company C/- Salmon Giles Pty Ltd,
Level 2, 409 St Kilda Road Melbourne, Victoria, 3004 or
facsimile number (+61 3) 9820 2158, at least 48 hours prior
to the meeting or adjourned meeting, as the case may be, at
which the proxy named in the proxy form proposes to vote.
A proxy must be signed by the Shareholder or the Shareholder
s attorney duly authorised in writing or, if the Shareholder
is a company, in a manner permitted by the Corporations Act
2001. The proxy may, but need not, be a Shareholder.
Marbletrend Group Limited 2012 Annual General Meeting Proxy Form Page 2 of 2
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