Will, Chris and Mark are the only shareholders and directors of Maya Pty Ltd. Mark

holds 28% of the shares, and his cousins Will and Chris (who are brothers) each hold

36%. Recently, the relationship between Mark and his cousins broke down. Mark has

moved to outback Western Australia and is no longer actively involved in the

company's management.

Will and Chris called a general meeting to be held at Will's beach house at Noosa,

Queensland, on Good Friday, where they proposed a resolution to remove Mark

from the board. The notice of meeting was sent to Mark, but was delayed in the post,

and did not reach him until the week before Easter. At this late stage, he was unable

to book a plane ticket from Western Australia to Noosa, so could not attend the