2009 NOTICE OF ANNUAL GENERAL MEETING GEODYNAMICS LIMITED 1

CONTENTS Page

Notice of annual general meeting 2

Explanatory Memorandum 3

ABN 55 095 006 090

NOTICE OF ANNUAL GENERAL MEETING

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2 GEODYNAMICS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2009

ORDINARY BUSINESSFinancial Report and Directors’ and Audit Reports

1. To receive and consider the Financial Report, including the Directors’ Declaration, for the year ended 30 June 2009 and the related Directors’ Report and Audit Report.

Remuneration Report2. To adopt the Remuneration Report for the financial

year ended 30 June 2009.

(Note: the vote on this resolution is advisory only and does not bind the Directors or the Company).

Voting

While there is no legal requirement to abstain from voting, the Company believes it is appropriate that none of the Directors, the Executives named in the remuneration report or their respective associates vote on the advisory remuneration resolution, except as directed by any proxy.

Election of Directors

3. Mr Martin Albrecht retires by rotation in accordance with Article 14.4 of the Company’s Constitution, and being eligible, offers himself for re-election.

4. Mr Andrew Stock retires by rotation in accordance with Article 14.4 of the Company’s Constitution, and being eligible, offers himself for re-election.

5. Mr Robert Davies was appointed a casual director on 28 November 2008. In accordance with Article 14.8 of the Company’s Constitution his appointment will cease at the end of this AGM. Being eligible, Mr Davies offers himself for election.

SPECIAL BUSINESS6. Approval of the issue of 80,275 fully paid

ordinary shares and 462,348 options under the Geodynamics Long Term Incentive Plan to Mr Gerry Grove-White.

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

“That, for the purpose of listing rule 10.14, shareholders approve of the grant, under the Geodynamics Long Term Incentive Plan, of 80,275 fully paid ordinary shares and 462,348 options to Mr Gerry Grove-White on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast on the above resolution by:

• MrGrove-White,and

• anassociateofthatperson.

However, the Company need not disregard a vote if:

• itiscastbyapersonasproxyforaperson who is entitled to vote, in accordance with the directions on the proxy form; or

• itiscastbythepersonchairingthemeeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By Order of the Board

Paul Frederiks Company Secretary

Notice is hereby given that the Annual General Meeting of Shareholders of Geodynamics Limited will be held in the Grand Ballroom, 2nd Level of the Stamford Plaza Brisbane, Cnr Edward and Margaret Streets Brisbane, Qld at 4.00 pm (Queensland time) on Monday, 30 November 2009.

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2009 NOTICE OF ANNUAL GENERAL MEETING GEODYNAMICS LIMITED 3

Voting Entitlements

The time for the purposes of determining voting entitlements pursuant to regulation 7.11.37 of the Corporations Regulations will be as it appears in the Share Register at 7.00 pm (Sydney time) on 28 November 2009. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the Annual General Meeting.

Proxies

A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. To be valid, the Proxy Form must be received by the Company’s share registrar, Computershare Investor Services Pty Limited, by 4.00 pm (Queensland time) on Saturday 28 November 2009. For further details on completing the Proxy Form, please see the instructions on the reverse of the Proxy Form.

The completed form of proxy may be:

• MailedtotheCompany’sshareregister,Computershare Investor Services Pty Limited at GPO Box 242, Melbourne VIC 3001, or

• MailedorhanddeliveredtotheCompany’sregistered business office at Level 2, 23a Graham Street Milton QLD 4064, or

• FaxedtoComputershareInvestorServicesPtyLimited on 1800 783 447 (within Australia) +613 9473 2555 (outside Australia), or

• Lodgedonlineatwww.investorvote.com.au and follow the secure access information on the Proxy Form.

EXPLANATORY MEMORANDUM

Item 1 – Annual Financial Report

The Corporations Act 2001 requires the Reports of the Directors and of the Auditors and the annual financial report, including the Financial Statements, to be laid before the Annual General Meeting and the Company’s Constitution provides for such Reports and Statements to be received and considered at the Meeting. Neither the Corporations Act nor the Constitution requires a vote of shareholders at the Annual General Meeting on such Reports or Statements. However, shareholders will be given ample opportunity to raise questions on the Reports and Statements at the Meeting. The Company’s auditor will be available at the meeting to answer any questions in relation to the conduct of the audit and the preparation and content of the Auditor’s Report.

Item 2 – Remuneration Report

The Company’s Remuneration Report for the financial year ended 30 June 2009 is set out on pages 40 to 47 of the Company’s 2009 Annual Report. Section 250R(2) of the Corporations Act 2001 requires Geodynamics to propose a resolution that the Remuneration Report be adopted. Prior to holding this vote, shareholders will be given reasonable opportunity to ask questions or make comments on the Remuneration Report.

The vote on this resolution is advisory only and does not bind the Directors. The Directors recommend that you vote in favour of this Advisory resolution.

Item 3 – Re-election of Mr Martin Albrecht as a Director

Article 14.4 of the Company’s Constitution requires one third of the Directors (excluding the Managing Director and any casual director), or, if their number is not three or a multiple of three, then the number nearest but not exceeding one-third, shall retire from office by rotation. The Directors to retire in each year shall be those who have been longest in office since their last election.

Mr Martin Albrecht AC was Managing Director of Thiess Pty. Ltd. (one of Australia’s largest engineering and construction companies) a position he held for more than 15 years (1985 – 2000). He was also Chairman of Thiess from 2001 to 2008.

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4 GEODYNAMICS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2009

Item 3 – (continued)

During the past three years, Mr Albrecht has also served as a director of the listed company Leighton Holdings Limited (2001 – 2008).

He received a Companion of the Order of Australia (AC) in 2002 for service to the construction industry, to the engineering profession, and to the community in the areas of education, corporate social responsibility and industrial safety. A Centenary Medal was also awarded to him in 2003. Mr Albrecht maintains an active interest in a wide range of government, community, education and cultural activities.

The Directors (with Mr Albrecht abstaining) recommend that shareholders vote in favour of this resolution.

Item 4 – Re-election of Mr Andrew Stock as a Director

Article 14.4 of the Company’s Constitution requires one third of the Directors (excluding the Managing Director and any casual director), or, if their number is not three or a multiple of three, then the number nearest but not exceeding one-third, shall retire from office by rotation. The Directors to retire in each year shall be those who have been longest in office since their last election.

Mr Andrew Stock is the Executive General Manager, Major Development Projects for Origin Energy, where he is responsible for Origin’s major capital investments in upstream petroleum, power generation, and low emissions technology businesses.

With over 30 years of experience, he previously held senior management positions in energy marketing, oil and gas and petrochemical industries in Australia and overseas. He is a director of Australia Pacific LNG Limited and The Climate Group, and a member of the Advisory Board of the Faculty of Engineering, Computer and Mathematical Sciences at the University of Adelaide. He has a Chemical Engineering degree (Honours) from the University of Adelaide, is a Fellow of the Institution of Engineers Australia, and a member of the Australian Institute of Company Directors.

The Directors (with Mr Stock abstaining) recommend that shareholders vote in favour of this resolution.

Item 5 – Election of Mr Robert Davies as a Director

Mr Robert Davies was appointed as a casual Director of the Company on 28 November 2008. In accordance with the Company’s Constitution, the casual appointment will cease at the end of this AGM unless he is elected by shareholders.

Mr Davies is a Certified Management Accountant (Canada) and has extensive senior finance experience with global mining and resource companies. He was formerly the Chief Executive Officer and a Director of Australian Energy Company Limited, an unlisted public company. Prior to that he was Executive Vice President and Chief Financial Officer for Inco Ltd, the western world’s largest nickel producer. Prior to that, he was Chief Financial Officer for Alumina Ltd., and General Manager Treasury Tax and Investor Relations for WMC Ltd. He has previously held senior finance positions with BHP in Canada, the US, Chile and Australia, acquiring significant operational and corporate finance experience. He was also previously a director of PT Inco and Alcoa of Australia.

The Directors (with Mr Davies abstaining) recommend that shareholders vote in favour of this resolution.

Item 6 – Issue of 80,275 fully paid ordinary shares and 462,348 options under the Geodynamics Long Term Incentive Plan to Mr Gerry Grove-White

As set out in the Remuneration Report, the employment contract for the Managing Director Mr Gerry Grove-White comprises a base remuneration including superannuation of $525,000 per annum plus a bonus payment of up to 50% of base remuneration which is only payable on the achievement of certain performance milestones. As advised in the statutory annual accounts released to ASX on 27 August 2009, the Directors resolved at a Board meeting held on 25 August 2009 to enable Mr Grove-White to participate in the Company’s Long Term Incentive Plan (LTIP) on the same basis as all other employees.

As the review of Mr Grove-White’s long term incentive was effective from 1 July 2009, the Directors have resolved that the calculation for the number of shares to be issued and the exercise price for number of options to be issued should be based on the weighted average share price for the 5 trading days prior to 1 July 2009 which was 90 cents.

EXPLANATORY MEMORANDUM continued

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Item 6 – (continued)

The LTIP was established by the Board in 2008 as part of its remuneration review. The LTIP comprises two components: Geodynamics Limited shares, and options to purchase Geodynamics Limited shares at the current price, at a time in the future. The LTIP is designed to provide rewards over a three year term and is modelled on a reward of 30% of base annual remuneration.

The Geodynamics LTIP offers eligible employees and the Managing Director of Geodynamics the opportunity to participate in the growth of Geodynamics through participation in the:

• GeodynamicsLimitedDeferredEmployee Share Plan (DESP); and

• GeodynamicsLimitedEmployeeOption Plan (EOP).

Each of the above schemes is designed to provide a reward of 15% of base annual remuneration or 30% combined.

Shares and Options issued under the DESP and EOP respectively are allocated and issued to participants for no consideration. To become entitled to the shares and options, participants are required to satisfy certain performance requirements. On satisfying the performance requirements for options, the options can be converted into shares by payment of the exercise price.

The performance requirements for shares issued under the DESP require that for each annual allocation of shares made to participants under the DESP, the participant will be required to remain employed by Geodynamics or a Related Body Corporate for 36 months from the date of allocation of the shares for the shares to vest.

The performance requirements for options issued under the EOP requires that options will only vest should the compound growth in the Geodynamics share price increase by 15% per annum and the participant remains employed by Geodynamics or a Related Body Corporate for :

• 12monthsfromthedateofallocationfor30%vesting of the total option grant; and

• 24monthsfromthedateofallocationfor30%vesting of the total option grant; and

• 35monthsfromthedateofallocationfor40%vesting of the total option grant.

The Directors (with Mr Gerry Grove-White not participating owing to his interest in the matter) believe that Mr Grove-White’s remuneration package (including the proposed shares and options component of that package) is reasonable remuneration having regard to the Company’s circumstances and Mr Grove-White’s responsibilities as Managing Director.

Shareholders should note that the proposed allocation of shares is an annual allocation which would be replicated each year using the share price at that time whereas the proposed allocation of options is a three year allocation which will only be replicated every three years.

Under listing rule 10.14, the Company cannot grant the shares and options without shareholder approval. Accordingly, shareholder approval is sought and the Company provides the following additional information in accordance with listing rule 10.15:

• Themaximumnumberofsharestobegrantedand for which approval is sought is 80,275 Shares under the DESP;

• Themaximumnumberofoptionstobegrantedand for which approval is sought is 462,348 Options under the EOP with an expiry date of 36 months from the date of allocation;

• Thedateofallocationisexpectedtobearound1December 2009;

• ThesharesandoptionswillbegrantedaspartofMr Grove-White’s overall remuneration package but for no other consideration;

• TheManagingDirector,executivesandtheirnominees are entitled to participate under the LTIP,

• Nograntofsharesoroptionshasbeenmadetothe Managing Director since the last approval;

• NoloanwillbemadebytheCompanyto Mr Grove-White to assist him acquire the options;

• Ifapproved,theCompanywillgrantthesharesandoptions to Mr Grove-White by 31 December 2009.

In accordance with listing rule 10.15.4A, the name of the Director entitled to participate in the LTIP is the Managing Director being Mr Gerry Grove-White. Each of the Directors of the Company (except for Mr Grove-White) recommend this resolution to shareholders for the reasons set out in this explanatory note.

EXPLANATORY MEMORANDUM continued

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www.geodynamics.com.au

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