ASF GROUP LIMITED — Governance Information 2008

Jan 24, 2008

ASF Group Limited

ASF SHARE PLAN RULES

Terms and Conditions of the ASF Share plan

1. Definitions

“Administrator” means the person (if any) selected by the Board to carry out the day-to-day administration of the Plan as contemplated by clause 12(a).

“ Applicable Laws ” means any one or more or all, as the context requires, of:

• (a) the Corporations Act;

• (b) the rules of any recognized exchange on which Shares are listed or quoted;

• (c) the constitution of the Company; and

• (d) any practice note, policy statement, class order, declaration, guideline, policy or procedure pursuant to the provisions of which the Australian Securities and Investments Commission (or its equivalent in any applicable jurisdiction) is authorized or entitled to regulate, implement or enforce, either directly or indirectly, the provisions of any of the foregoing statutes, regulations, rules, deeds or agreements or any conduct or proposed conduct or any person pursuant to any of the statutes, regulations, rules, deeds or agreements referred to above.

“Associated Body Corporate” of the Company means each:

• (a) related body corporate of the Company, within the meaning of section 50 of the Corporations Act;

• (b) body corporate that has voting power in the Company of not less than 20%; or

• (c) body corporate in which the Company has voting power of not less than 20%,

where “ voting power ” has the meaning set out in section 610 of the Corporations Act.

"ASX" means the ASX Limited ACN 008 504 532.

• "ASXLR" or “ ASX Listing Rules ” means the listing rules made or adopted by the ASX from time to time.

• "Board" means the Board of the Company for the time being.

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"Business Day" means any days in which trading banks are generally open.

"Company" means ASF Group Limited.

“ Director ” means a director of any member of the Group.

"Dismissal" means the termination of engagement of a Member but does not include redundancy, resignation or retirement.

“Employee” means a person engaged in permanent employment with the Company (including any subsidiary thereof) as an employee and includes a permanent part time employee or full time salaried employee and any other person who is determined by the Board to be an Employee for the purposes of the Plan.

"Engagement" means the employment, appointment, retainer or other engagement of a Member and “engage” has a corresponding meaning.

“Group” means the Company and each Associated Body Corporate of the Company.

"Market Price" means the last market price of the Shares as published in the Australian Financial Review prior to the issue of the Shares or Rights.

"Member" means a Director, Executive, Manager, Consultant, Officer or Employee whether part time or full time and whether associate or alternate who is granted a Share or Right under the Plan and includes the Member’s legal personal representative.

"Share(s)" means a Share under the Plan.

"Plan" means the ASF Group Limited or ASF Share plan constituted hereby and any amendments hereto.

"Redundancy" means the Termination of Engagement of a Member by the Company in circumstances where the Company notifies (in writing) the Member that he or she is and has been made redundant or retrenched but does not include Dismissal, Resignation or Retirement.

"Resignation" means the Termination of Engagement of a Member by the volition of the Member but does not include Dismissal, Redundancy or Retirement.

"Retirement" means Termination of Engagement of a Member by reason of:

(i) the attainment of age sixty five (65) or such other age as the Board from time to time specifies as the age for Retirement for the purposes

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ASF SHARE PLAN RULES

of the Plan;

• (ii) the attainment of age fifty (50) or such other age as the Board from time to time specifies in specific instances or generally as the age for early Retirement for the purposes of the Plan, such early Retirement requiring the prior written consent of the Board and

• (iii) permanent illness or permanent incapacity as certified prior to the said Termination (or with the written consent of the Board after such Termination) by a medical practitioner who is approved in writing by the Board as being of such a nature as would preclude the Member from taking up any gainful duties or otherwise being engaged by any other corporation or business.

"Right(s)" means a right or rights to receive or subscribe for shares whether as a bonus in respect of past services or incentive or otherwise and whether the shares are receivable with or without subscription.

"Right Conditions" means the terms and conditions upon which a Member can receive Shares pursuant to a Right.

"Statement of Rights Holding" means the terms and conditions governing the Rights of a member to receive shares.

"Share(s)" means an ordinary Share in the capital of the Company.

"Subscription" means the process of applying and being allotted shares whether for a subscription price in cash or in kind or without any such price.

"Subscription Price" means the price in cash or in kind paid for a Share whether under a Right or by direct purchase or allocation pursuant to the Plan.

"Termination of Engagement" means

• (i) the termination of a Director, Executive, Manager, Consultant, Officer or Employee’s engagement or office as an Employee (as the case may be) for any reason but shall not include:

• (a) cessation of engagement or office in order to commence being a Director, Executive, Manager, Consultant, Officer or Employee with another subsidiary; or

• (b) temporary cessation of service or office; or

• (ii) where the Member is a Director, Executive, Manager, Consultant, Officer or Employee of a subsidiary and the subsidiary ceased to be a subsidiary in which event the Member shall be deemed to resign on

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ASF SHARE PLAN RULES

the date of such cessation.

2. Plan

The purpose of the Plan is to provide Directors, Executives, Managers, Consultants, Officers and Employees with an opportunity to share in the growth in value of the Shares and to encourage them to improve the performance of the Company and its return to shareholders. It is intended that the Plan will enable the Group to retain and attract skilled and experienced employees and provide them with the motivation to make the Group more successful.

3. Application for and Grant of Shares and Rights

• (a) Subject to clauses 3(b) and (c), the Board may in its discretion invite Directors, Executives, Managers, Consultants, Officers or Employees in writing to apply for Shares or to receive Rights to Shares on such conditions as the Board may allow consistent with any of their adopted policies. All Directors, Executives, Managers, Consultants, Officers or Employees collectively may apply for Shares or Rights to Shares allocated to them by the Board in accordance with ASXLR.

• (b) The following applies to the operation of the Plan:

• (i) the Board must not invite a Director, Executive, Manager, Consultant, Officer or Employee to participate in the Plan; and

• (ii) Shares may not be issued or otherwise acquired under the Plan,

If to do so would contravene any Applicable Laws.

• (c) The Board may specify in the invitation to the Member for Shares or Rights the closing date for receipt of applications which date shall precede the date upon which Shares or Rights may be granted pursuant to this Plan. An Employee may apply for Shares or Rights by delivering to the Company by the closing date a duly signed application for Shares or Rights in a form approved by the Board (such form to contain an acknowledgement by the Member that the Member is to be bound by these terms and conditions). No application for Shares or Rights will be accepted by the Company unless the Member has acknowledged that he or she is bound by these terms and conditions by applying for the Shares or Rights.

• (d) The Company shall grant Shares or Rights to every prospective Member who duly applies for them in accordance with this Plan unless the Board considers it undesirable to grant Shares or Rights to the Member because one of the following circumstances exist:

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• (i) where notice (whether in writing or otherwise) has been received by the Company from the Member foreshadowing his or her Termination of Engagement;

• (ii) where the Company has given notice (whether in writing or otherwise) to the Member of his or her Termination of Engagement; or

• (iii) where the Company has notified the Board that it is contemplating giving notice to the Member of his or her Termination of Engagement or the Board determines that there are grounds to do so.

• (e) Shares may be listed for quotation on the ASX providing that:

• (i) such listing complies with ASXLR;

• (ii) such listing is not inconsistent with the terms of issue of the Shares or this Plan;

• (iii) the Board determines that such Shares be listed;

And if the listing of the Shares would be inconsistent with the terms of issue of the Shares, this Plan or the Listing Requirements by reason of the possible occurrence of an event which could be prevented by escrow of scrip in respect of the Shares, then the Board may permit the listing of the Shares on conditions including holding of such scrip or placing such other covenants or requirements upon the Member who may be required to sign such further documents as are necessary.

4. Certificates and Registers

• (a) As soon as practical after the grant of the Shares or Rights to the Members the Company shall issue to the Member a certificate or statement of share holding including holding identification number in respect of the holding of Shares or Rights which shall specify the number of Shares or Rights issued to the Member and also the Rights Conditions and shall otherwise be in such form (not inconsistent with the provisions of the Plan) as the Board may from time to time determine. The Members shall be entitled to one certificate or statement of shareholding or Rights Holding including holder identification number for the Shares or Rights granted on each date of grant under the Plan (if applicable). If any such certificate shall be worn out, defaced, destroyed or lost, it may be renewed on such evidence being provided and on such terms as the Board shall require.

• (b) The Company shall establish and keep at its registered office or such other place or places as may be approved by the Board a register or registers of Members. All such registers shall be maintained in accordance with the statutory requirements (if any) or the ASX Listing Rules.

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ASF SHARE PLAN RULES

5. Payment of the Subscription Price

Where a Share or Right is issued on condition that a program for payment of subscription for shares is to occur then upon subscription of any Shares the Member shall pay the Subscription Price forming the subscription price for the Shares or underlying Shares the subject of the Rights.

6. Subscription for Shares and Lapse of Rights

• (a) The following conditions shall apply to the subscription of any Shares or exercise of Rights by a Member (whether or not engaged by the Company at the time of subscription of the Shares):

• (i) any Shares shall be subscribed for or Rights exercised by delivering to the Company at the last registered address notified to the Member on a Business Day an application or notice in the form prescribed by the Board signed by the Member. The notice shall specify the number of Shares in respect of which the Rights are being exercised on that occasion and shall be accompanied by the Statement of Rights Holding or a notification of the holder identification number whichever is applicable. The form of notice of exercise of the Rights or subscription to Shares shall (unless the Board otherwise decides) include such provisions as are prescribed by the Board. The date of receipt of such notice and Share Certificate or notification of holder identification number shall be deemed to be the date of exercise of such Rights or subscription to such Shares. Upon receipt by the Company of such notice, or holder identification number and the Exercise or subscription Price (if any) payment referable to the number of Shares in respect of which the Rights are then exercised or subscribed the Member shall be entitled to be issued such number of Shares.

• (ii) otherwise the issue of Shares shall be governed by the terms of issue of such Rights.

• (c) In the event of Termination of Engagement of a Member by reason of:

• (i) his or her Retirement, the Member (or in the event of his or her death after Retirement, his or her legal personal representative) shall be entitled to exercise his or her Rights or subscribe to his or her Shares within six (6) months of his or her Retirement. If it has not lapsed earlier any such Shares shall lapse on the expiry of six (6) months from that date of Retirement;

• (ii) his or her Resignation or Dismissal, his or her Rights shall lapse on the date of notice to cease work whether such notice was oral, in writing or otherwise;

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ASF SHARE PLAN RULES

• (iii) his or her death, his or her Rights shall lapse on the date of death except that the Member's legal personal representative may within thirty (30) days after the date of his or her death exercise the Rights or subscribe for Shares;

• (iv) his or her Redundancy, his or her Rights shall lapse on the date of notice of Redundancy whether such notice was oral, in writing or otherwise except that in special circumstances the Board may permit him or her (or in the event of his or her death after Redundancy, his or her legal personal representative) to exercise his or her Rights within six (6) months of the notice of such Redundancy. If it has not lapsed earlier any such Rights shall lapse on the expiry of the six (6) month period from that date.

7. Variation of Share Capital and Reorganisation

In the event that there is any variation of Share capital arising from a rights issue, placement, Vendor Share issue, merger, amalgamation, scheme of arrangement, reorganisation or other variation, the Shares, Rights and the underlying Shares the subject of this Plan shall be varied in accordance with any variation clause in the terms of issue of such Shares or Rights and in accordance with the ASX Listing Rules. In the event that the terms of issue do not provide for such variation then the Board may in its absolute discretion grant the Member a variation of the terms of issue of his or her Shares or Rights and underlying Shares providing such variation is in accordance with the ASXLR and Corporations Act 2001.

8. Allotment and Issue or Transfer of Shares

• (a) Upon receipt of a notice of exercise of Rights together with the Subscription Price (if any) and the Statement of Rights Holding or notification of holder identification number as the case may be the underlying Shares the subject of the Rights shall be allotted on subscription of the Shares and issued (or transferred) not later than twenty eight (28) days after the date of exercise of the Rights and will rank for all dividends declared for payment to ordinary shareholders on the register at a record date falling on or after the date of issue (or transfer) of such Shares and otherwise pari passu in all respects with the Shares on issue on the date of exercise provided that:

• (i) no Shares shall be issued unless due compliance with the terms of issue of the Shares or Rights has occurred;

• (ii) due compliance with these rules has occurred;

• (iii) no event disentitling the Member to exercise any Rights or subscribe for any Shares has occurred;

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ASF SHARE PLAN RULES

• (iv) the issue of Shares is not in contravention of ASXLR;

• (v) the issue is not in contravention of the Corporations Act 2001;

and the Company shall subject to there being sufficient spread and/or other prerequisites existing as are required by the ASXLR at its expense and as soon as possible apply to the ASX for admission to quotation of the Shares providing that if as a result of the ASXLR such Shares are to be held in escrow as "restricted securities" then such application for quotation shall be postponed until the termination of such escrow.

9. Take Over or Change in Control of the Company

In the event that a party acquires a relevant interest in the issued voting Shares of the Company which exceeds 20% of the issued capital of the Company within the meaning of Section 606 Corporations Act 2001 resulting in a full take over or an acquisition of more than 20% of the issued capital of the Company then the Board of the Company may exempt the Member from any of the provisions hereof and/or issue substitute Shares where appropriate.

10. Terms of Engagement with the Company

• (a) The rights and obligations of a Member pursuant to any written agreement relating to his or her engagement or under the terms thereof shall not be affected by his or her participation in this Plan and the Plan shall not afford to a Member any additional right to compensation in consequence of his or her Termination of Engagement for any reason whatsoever.

• (b) Subject to clauses 11 and 13(b) the Member shall not suffer any financial detriment, incur any obligations or forego any benefit as a consequence of becoming a Member of the Plan other than the payment of the Subscription Price as provided for in these terms and conditions.

• (c) None of the Company, its subsidiaries or their Directors, Officers and Managers represent that the Company's Share price will remain equal to or above the Subscription Price. A Member who chooses to exercise any Right or sell any Share does so at his or her own risk in that he or she may suffer financial detriment if the Company's Share price falls.

• (d) It is acknowledged and accepted by each Member that the terms of the Plan do not form part of the terms and conditions of the Member’s employment contract, nor do the terms of the Plan constitute a contract or arrangement (including any related condition or collateral arrangement) in relation to the Member’s employment contract.

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11. Administration

• (a) The Plan shall be in all respects administered under the direction of the Board. The Board may make such rules for the conduct of the plan not being inconsistent with the provisions hereof as it shall think fit. In the event of any disagreement or dispute with respect to the interpretation of these terms and conditions or the terms of any Shares or Rights, such disagreement or dispute shall unless otherwise specified in these terms and conditions be referred to the Board and the decision of the Board shall be final and binding on all parties.

• (b) A certificate signed by the secretary of the Company or any of its subsidiaries or its delegate or any member of the Board on the authority of the Board stating any determination of the Board pursuant to the preceding clause 11(a) will be conclusive for all purposes including without limitation these terms and conditions.

12. Administrator

• (a) The Board may appoint an Administrator to administer the Plan and may determine the terms and conditions of the Administrator’s appointment. The Board may remove the Administrator.

• (b) The Administrator must administer the Plan in accordance with these rules and any procedures determined by the Board and agreed to as between the Board and the Administrator.

13. Data Collection

• (a) The Company needs to collect personal information about Members for the Purpose. If this personal information is not provided to the Company, the Company may not be able to achieve the Purpose.

• (b) By agreeing to participate in the Plan, a Member authorises and instructs the Company, any Associated Body Corporate of the Company and any agent of the Company:

• (i) to collect, disclose and transfer between each other (including those located outside Australia) any personal information as the Company may request; and

• (ii) to store and process personal information,

in accordance with the Purpose. A Member may withdraw this authorization.

• (c) A Member may access any personal information held by the Company by contacting the Administrator and may require any personal information to be

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corrected if that personal information is inaccurate or incomplete.

14. Amendments to the Plan

• (a) Subject to the ASX Listing Rules, the Corporations Act and all other applicable laws, the Board shall be entitled at any time and from time to time, by resolution to amend (including the power to revoke, add to or vary) all or any of the terms and conditions of this Plan.

• (b) Subject to the preceding sub clause, the Board may amend or add to the Plan as it considers necessary (or as may be consequential upon any such necessary amendments) to take account of any amendments to the revenue laws of Australia.

15 . General

• (a) By applying for the grant of a Share or Right a Member agrees to be bound by these terms and conditions.

• (b) These terms and conditions are governed by and shall be construed in accordance with the laws of New South Wales.

16. Forms

The schedules to these Rules shall set out the form of application and other documents relating to the administration of the Plan.

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SCHEDULE 1

SHARE/RIGHTS INVITATION LETTER

ASF GROUP LIMITED ACN 008 924 570

[ Date ]

[ insert name ]

[ insert address ]

• [ insert unique number for invitation ]

Dear [ insert name ]

Invitation

As recognition of your continuing commitment to ASF Group Limited ( Company ) (and where applicable, its related companies), the Company would like to invite you to participate in the ASF Share Plan ( Plan ). By participating in the Plan, you will be eligible to acquire shares in the Company ( Shares ).

This invitation is made on the general terms and conditions contained in the rules of the Plan ( Rules ) and on the specific terms and conditions of this invitation, which are detailed below. You should read those terms and conditions carefully.

This invitation is accompanied by a copy of the Plan [and Explanatory Memorandum] relating to this invitation. In the case of any conflict between the Explanatory Memorandum and this invitation or the Rules, the invitation or Rules will prevail.

Except where a capitalized term is defined in this invitation, a capitalized term that is used in this invitation has the meaning given to it in the Rules.

Terms and Conditions

You are invited to participate in the Plan on the terms and conditions of the Rules and the following terms and conditions:

1. Operation of Plan

[ Insert general operation of the Plan in relation to the invitation ]

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2. Number of Shares/Rights

The number of Shares/Rights you may acquire is determined as follows:

[ insert details ]

The current market price of a Share is set out in the Schedule attached to this invitation.

If at any time prior to the closure of this invitation or while you are a Member you would like to find out the current market price of a Share at that time or update the Schedule by reference to the market value of a Share, please contact [#] (Administrator) by telephone on [ number ] and that information will be provided to you within a reasonable period after your request.

3. Offer and acceptance

You only become a Member of the Plan on the day that the Board accepts your application in response to this invitation. The form of the application is attached to this letter for your completion.

4. Acquisition of Shares/Rights

• [ insert if relevant ]

5. Disposal Restrictions

[ insert if relevant ]

6. Variation

These terms and conditions may be amended unilaterally by resolution of the Board where the Board considers it reasonably necessary to do so, even if your rights will be adversely affected by the amendment, You will be notified of any amendment to these terms and conditions.

7. Forfeiture Conditions

[Subject to the Rules of the Plan, there are no forfeiture conditions that will result in you having to forfeit any Shares acquired under the Plan.]

Taxation

You should consult your own tax adviser about the taxation implications of your

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participation in the Plan. [A general summary of the tax implications of participating in the Plan is set out in the Explanatory Memorandum accompanying this invitation.]

Financial Advice

Any advice given by, or on behalf of, the Company in connection with this invitation is general advice only. You should consider obtaining your own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give that advice.

Rules

Any acquisition of Shares or Rights to which this invitation relates is subject to the specific terms and conditions of this invitation and the terms and conditions of the Rules. You should read the Rules in conjunction with this invitation.

This invitation should be interpreted in accordance with the Rules, In the case of any conflict between this invitation and the Rules, the Rules will prevail.

Application

If you wish to apply for the Shares or Rights for which this invitation relates, you must complete and sign the application form accompanying this invitation.

You will then need to return your completed application form to the address shown on the application form by the date on which the invitation closes. You should note that the invitation is expected to close on [ date ], however the Company may bring forward or extend this date at any time. Therefore, if you choose to apply for all or any of the Shares or Rights to which this invitation relates, you should endeavour to return your completed application form as soon as possible.

Yours sincerely

ASF Group Limited

SCHEDULE

Market price on the ASX on the day it was last traded on the ASX: [ insert ]

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SCHEDULE 2

SHARE/RIGHTS APPLICATION FORM

ASF GROUP LIMITED ACN 008 924 570

To the Directors ASF Group Limited

Bennelong

Suite 2, 3B Macquarie Street

Sydney NSW 2000

.................................................................................................................... Surname

...................................................................................................................

....................................................................................................................

Address & Postcode (Please complete full name and address)

Number of Shares applied for .............................................................

l hereby apply to participate in the ASF Share Plan ( Plan ) by applying for the number of Shares/Rights shown above on the following terms and conditions:

1. This application form must not be handed to any person unless accompanied by the ASF Share plan Explanatory Memorandum which the applicant should read carefully before completing this application form.

2. Only the person named above can apply for a Share/Right pursuant to the Plan.

3. The latest market price is $ and the estimated Subscription Price to which I am entitled on the date of invitation, namely ______ is $ (if applicable).

I acknowledge that by applying for these shares/rights I agree to be bound by:

• (a) the Constitution for the time being of ASF Group Limited ;

• (b) the terms and conditions of the Plan for the time being ( Rules ); and

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(c) the specific terms and conditions detailed in the invitation ( Invitation ) given to me by the Board of Directors of ASF Group Limited ( Company ) .

I acknowledge and agree with the Company that:

• a) I have read and understood the information contained in the Invitation;

• b) I have received a copy of the Rules and have read and understood the Rules;

• c) I have had an opportunity to obtain legal, tax and financial advice;

• d) any Shares acquired by me under the Plan will be acquired by me on the terms and conditions of the Rules, the specific terms and conditions in the Invitation and the Constitution;

• e) the Company may provide details of my tax file number and any other personal data relating to my application to a third party for the purposes of administering the Plan under the terms and conditions of the Rules and the specific terms and conditions in the Invitation;

• f) the Rules, the specific terms and conditions in the Invitation and the Constitution are not of themselves, and do not in any way form part of, contracts, arrangements, related conditions or collateral arrangements under which I perform any work; and

• g) the Rules, the specific terms and conditions in the Invitation and the Constitution are fair and reasonable having regard to the interests of the parties.

Except where a capitalised term is defined in this application, a capitalised term that is used in this application has the meaning given to it in the Rules.

Usual Signature(s)

.............................................................................................

Date:

Declaration

I declare that by lodging this Application Form, I represent and warrant that I agree to be bound by the Constitution of ASF Group Limited and the terms and conditions detailed in the Invitation, including the Rules. I hereby apply for such number of Shares as may be calculated in accordance with the terms of the Invitation. I hereby authorise ASF Group Limited to complete and execute any documents

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necessary to effect the allotment and transfer of any Shares. By lodging this Application Form, I declare that this Application Form is completed and lodged according to the Invitation and that all statements made by me are complete and accurate. I represent and warrant that by lodging this Application Form, I am in compliance with all laws of any jurisdiction outside the Commonwealth of Australia relevant to this Application. I/we acknowledge that I/we am a resident of Australia.

Privacy Statement

Personal information is collected on this form by the Company and provided to [Registries Limited] ( Registries ), as registrar for ASF Group Limited, for the purpose of maintaining registers of Shareholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to Registries related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Registries, or you would like to correct information that is inaccurate, incorrect or out of date, please contact [#]. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the Company in addition to general corporate communications. You may elect not to receive marketing material.

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SCHEDULE 3

NOTICE OF ACCEPTANCE INTO PLAN

To: .…………………………………. …………………

Share/Rights Certificate No.

.………………………………….

.…………………………………. [Name of Member admitted to Plan]

Your acceptance to participate in the ASF Share Plan has been received. The Subscription Price has been set at $ or NIL and the Shares/Rights can be claimed or subscribed by ……………………..subject to any variation made in accordance with the terms and conditions of the Plan or the Constitution of ASF Group Limited.

We enclose Holding Statement, Share Certificate/Statement of Rights Holding relating to your Share or Rights holding in the Company. We also enclose a notice of exercise of Right to keep with your records.

Yours faithfully ASF Group Limited Share Registrar

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SCHEDULE 4

NOTICE TO SHARE REGISTRY

Date

Registries Ltd

#

Dear Sir/Madam

We write to advise that

has been issued shares or rights to shares exercisable at $ on or before . Could you please issue a holding statement or rights certificate on the usual terms and conditions and return it to us for dispatch to the rights/share holder.

Yours faithfully

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SCHEDULE 5

NOTICE OF EXERCISE OF RIGHT

ASF Share Plan

To: ASF Group Limited Bennelong Suite 2, 3B Macquarie Street SYDNEY NSW 2000

1. Rights may be exercised in whole or in part and shall be for ten thousand (10,000) minimum and thereafter in parcels of two thousand (2,000) in accordance with the terms and conditions of the ASF Share Plan.

2. This form is to be completed by the Member named on the Rights Certificate or Holding Statement. The original of this form is to be forwarded to the Share Plan Manager by the due date (see Plan rules) with the payment of the Subscription Price (if applicable).

3. If you are in any doubt as to your right to exercise a Right under the Plan, please refer to the Plan Explanatory Memorandum or contact the Share Plan Manager.

4. Please keep this document in a safe place.

Complete this section if you wish to exercise a Right.

I ………………………………………………………………………………………[name] of ……………………………………………………………………………………………… [address in full]

• ………..………………………………………………………………………………………..

hereby give notice that I exercise my Rights in whole/in part (strike out whichever is not applicable) in respect of Ordinary Shares of $ each in the capital of the Company in accordance with the terms and conditions of the ASF Share Plan and (if applicable) enclose the Subscription Price payment. (cross out if inapplicable i.e. if you have the right to receive shares for no subscription price)

……………………………………………………… Signature of Applicant

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Annual General Meeting of ASF Group Limited 26 October 2007