ASSOCIATE GLOBAL PARTNERS LIMITED — AGM Information 2010

Oct 28, 2010

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Tyrian Diagnostics ABN 56 080 277 998

Notice of Annual General Meeting and Explanatory Memorandum

2010

For a meeting to be held at 3:00pm on

Monday, 29 November 2010 at

The Courtyard Marriot Hotel, 7-11 Talavera Road North Ryde NSW 2113 Australia

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1/35-41 Waterloo Road North Ryde NSW 2113 Australia t +61 2 9889 1830 f +61 2 9889 1805 www.tyriandx.com Tyrian Diagnostics Limited ABN 56 080 277 998

TABLE OF CONTENTS

HOW TO VOTE

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM

This is an important document. Please read it carefully.

It contains the resolutions which will be voted upon at the Annual General Meeting (AGM) at 3.00pm on Monday, 29 November 2010 and information in relation to those resolutions for your consideration.

If you are unable to vote in person at the AGM, please complete the enclosed proxy form and return it no later than 48 hours before the commencement of the meeting at 3.00pm on Monday, 29 November 2010 in accordance with the instructions on the proxy form.

Documents can be sent to the Company’s Share Registry, Link Market Services Limited:

by mail: Locked Bag A14, Sydney South NSW, 1235, Australia

by fax: +61 2 9287 0309

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HOW TO VOTE

Voting entitlement

For the purposes of the Annual General Meeting, only those persons holding fully paid ordinary shares in the Company ( Shares ) at 7.00pm on 27 November 2010 will be treated as Shareholders. 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.

On a show of hands each Shareholder has one vote. On a poll each Shareholder has one vote for each Share they hold.

How to Vote

You may vote by attending the meeting in person or by proxy.

Voting In Person

You may vote in person by attending the meeting. The meeting details are:

Time: 3.00pm on Monday, 29 November 2010

Place: The Courtyard Marriot Hotel, 7-11 Talavera Road, North Ryde, NSW

Voting By Proxy

A Shareholder who is entitled to attend and vote at the meeting may appoint a person or body corporate, who need not be a Shareholder of the Company, as the Shareholder's proxy to attend and speak and vote on behalf of the Shareholder.

A Shareholder entitled to attend and cast 2 or more votes at the meeting is entitled to appoint not more than 2 proxies , who need not be Shareholders of the Company, to attend and speak and vote on behalf of the Shareholder.

Where 2 proxies are appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If 2 proxies are appointed, insert the relevant number of Shares in respect of which the appointment is made. If the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half the votes.

Any person who is a joint holder of Shares may appoint a proxy by completing the form of Proxy attached to this Notice. If more than one joint holder appoints a proxy or seeks to vote personally at the meeting, then the person whose name stands first on the register shall alone be entitled to vote.

If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

Should you wish to vote by proxy, please complete the proxy form, included with this Notice, and return it to the Share Registry, Link Market Services Limited, so that it is received by no later than 3.00pm on 27 November 2010,

by mail: Locked Bag A14, Sydney South NSW, 1235, Australia; or

by fax: +61 2 9287 0309.

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TYRIAN DIAGNOSTICS LIMITED

(ABN 56 080 277 998)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that an Annual General Meeting of Shareholders of Tyrian Diagnostics Limited (the Company ) will be held at The Courtyard Marriot Hotel , 7-11 Talavera Road, North Ryde, New South Wales at 3.00pm on Monday, 29 November 2010 .

Please note that the resolutions should be read in conjunction with the Explanatory Memorandum.

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ORDINARY BUSINESS

Item 1: Financial Statements and Reports

To receive and consider the Company’s Financial Report, the Director’s Report and the Independent Auditor’s Report in respect of the year ended 30 June 2010.

Item 2: Remuneration Report

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

“ THAT the remuneration report that forms part of the Director’s Report of the Company for the financial year ended 30 June 2010 be adopted ”.

Note: This is an advisory resolution and does not bind the Directors or the Company.

Item 3: Election of Mr Roger Amos as a Director

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

“THAT Mr Roger Amos, who retires in accordance with clause 45(a) of the Company’s Constitution and in accordance with ASX Listing Rule 14.5 and being eligible offers himself for election, be reelected as a Director of the Company”.

SPECIAL BUSINESS

Item 4: Approval of Issue of Shares to a director, Mr Roger Amos, in lieu of director’s fees.

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

“THAT, for all purposes including for the purposes of ASX Listing Rule 10.11, approval be given to the issue of up to the equivalent of $45,000 in Shares to Mr Roger Amos, Chairman of the Company or his nominee (s) on the terms and conditions which are set out in the Explanatory Memorandum to the Notice of Meeting”

Voting Exclusion Statement : As required by the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Mr Roger Amos and any of his associates.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy desires.

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Note: If shareholder approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1 (ASX Listing Rule 7.2, Exception 14).

Item 5: Performance Rights Share Plan

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

“THAT for all purposes including ASX Listing Rule 7.1, the Tyrian Diagnostics Performance Rights Share Plan, the principal terms of which are summarised in the Explanatory Memorandum, and the issue of Shares under that plan, be approved”.

Voting Exclusion Statement: As required by the ASX Listing Rules, the Company will disregard any votes on this resolution by:

• (a) A Director (except one who is ineligible to participate in any of the Company’s employee incentive schemes) ; and

• (b) an associate of that person .

However, the Company need not disregard a vote if:

• (c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form; or

• (d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy desires.

Item 6: Grant of Performance Rights to Dr Jenny Harry, CEO and Executive Director

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

“THAT, for all purposes including for the purposes of ASX Listing Rule 10.14, approval be given to offer and issue up to 12,154,197 Performance Rights and issue 6,021,898 fully paid ordinary shares in the Company to Dr Jenny Harry, an executive director of the Company on the terms as set out in the Explanatory Memorandum and the issue of fully paid ordinary shares in the Company following vesting of all or some of the Performance Rights.”

Voting Exclusion Statement : As required by the ASX Listing Rules, the Company will disregard any votes cast on this resolution by:

• (a) A Director (except one who is ineligible to participate in any employee incentive scheme in relation to the entity as defined under the ASX Listing Rules); and

• (b) An associate of that person.

However, the Company need not disregard a vote if:

• (c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or

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• (d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy desires.

By order of the Board.

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Lisa Jones

Company Secretary 25 October 2010

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EXPLANATORY MEMORANDUM

This explanatory memorandum, which is included in and forms part of this Notice of Meeting, is to provide Shareholders with an explanation of the business of the AGM and of the resolutions to be proposed and considered at the AGM. The information provided is intended to assist Shareholders in understanding the reasons and effect of the resolutions if passed.

Item 1: Financial Statements and Reports

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask questions or make comments on the management of the Company and to ask the representative of the auditor questions relevant to the conduct of the audit and the preparation and content of the auditor’s report. There is no requirement for a formal resolution on this matter.

Item 2: Remuneration Report

The remuneration report is set out in the Company’s 2010 annual report. Under section 250R(2) of the Corporations Act 2001, all listed companies are required to present their remuneration reports for each financial year for adoption at the company’s annual general meeting. Please note that according to s 250R(3) of the Corporations Act 2001, the vote on this resolution is advisory only and does not bind the Board or the Company.

Item 3: Election and re-election of Roger Amos as a Director

Item 3 of the Notice of Meeting deals with the re-election of a Director.

Mr Amos was last elected as a director at the Company’s 2007 AGM. Under Clause 45(a) of the Company’s Constitution and ASX Listing Rule 14.4, a director must not hold office for more than three years or past the third annual general meeting since his appointment, without submitting for re-election. Accordingly, Mr Amos retires and offers himself for re-election.

ROGER AMOS FCA, MAICD (Non Executive Chairman)

Mr Amos was appointed to the Board in June 2007 and became Chairman six months later. Mr Amos is an independent director of REA Group Limited and Austar United Communications Limited. His is also Chairman of Opera Foundation Australia and a Governor of the Cerebral Palsy Foundation. He previously had a long and distinguished career with the international accounting firm KPMG, retiring in June 2006 after 25 years as a partner in the Assurance and Risk Advisory Services division with various roles in KPMG Global ICE (Information, Communications and Entertainment) industry groups, including Global Chairman of the Communications Industry Group.

Recommendation

The Board, other than the candidate himself, unanimously supports the election of Mr Roger Amos.

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Item 4: Approval of Issue of Shares to Roger Amos, Chairman

In order to conserve the Company’s capital, Mr Roger Amos, Chairman, has agreed to be paid a portion of his directors’ fees through the issue of Shares in lieu of cash. With effect from 1 July 2010, Mr Amos has agreed to reduce the cash component of his director’s fees to $90,000 per annum and to receive up to $45,000 per annum through the issue of Shares. ASX Listing Rule 10.11 provides that a company must not issue or agree to issue securities to a director without the approval of shareholders. Further, Listing Rule 10.13.3 would normally require the shares to be issued within one month of the date of the meeting at which shareholder approval is obtained and Listing Rule 10.13.5 would normally require that the Company state in this Notice the issue price of the Shares. The Company has received an ASX waiver to Listing Rules 10.13.3 and 10.13.5 to the extent necessary to allow it to seek approval for the issue of a maximum of $45,000 worth of Shares in lieu of director’s fees in respect of the 2011 financial year to Mr Amos to be issued in two tranches within 30 days of 31 December 2010 and 30 June 2011 (each an Issue Date ).

The following additional information is provided in accordance with Listing Rule 10.13:

• The maximum number of securities that may be issued to Mr Roger Amos under Resolution 5 is the equivalent of $45,000 worth of Shares;

• The Shares would be issued in two tranches of $22,500 each within 30 days of each Issue Date. As the Shares will not be issued within one month of the date of this meeting, the Company has received a waiver from the ASX to the requirements of Listing Rule 10.13.3 so that the Shares may be issued in two tranches within 30 days of the Issue Dates;

• The number of Shares to be issued in each tranche will be calculated by dividing $22,500 by the volume weighted average price ( VWAP ) for the 30 trading days preceding the applicable Issue Date. The first issue of Shares would be made within 30 days following 31 December 2010 and the second issue of Shares would be made within 30 days of 30 June 2011;

• The Shares will be issued at the 30 trading day VWAP price preceding the applicable Issue Date;

• No funds will be raised by the issue of the ordinary Shares.

Item 5: Performance Rights Share Plan

ASX Listing Rule 7.1 provides that an ASX listed company may not issue equity securities comprising more than 15% of its issued shares in any 12 month period without obtaining shareholder approval unless the issue comes within any of the specified exceptions set out in ASX Listing Rule 7.2. ASX Listing Rule 7.2 Exception 9(b) provides that securities issued under an employee incentive scheme are excluded from this restriction if, within 3 years from the date of issue, shareholders have approved the issue of securities under the scheme as an exception.

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The directors sought and obtained shareholder approval to the issue of securities under the Performance Rights Share Plan for this purpose at the 2007 annual general meeting.

A summary of the terms of the Tyrian Diagnostics Performance Rights Share Plan is set out in Schedule 1, as well as the number of securities issued under the Performance Rights Share Plan since the date of last shareholder approval.

Recommendation

The Directors (excluding Dr Jenny Harry who has a direct interest) unanimously recommend that shareholders vote in favour of item 5 .

Item 6: Approval of Securities to be Issued to Dr Jenny Harry, CEO and Executive Director

The Company seeks shareholder approval for the issue of up to 12,154,197 Performance Rights to Dr Harry as long term incentive, and the issue of fully paid ordinary shares following the vesting of all or some of the Performance Rights. The Company also seeks shareholder approval to issue 6,021,898 Shares to Dr Harry in lieu of the cash incentive component of her 2010 remuneration.

Long Term Incentive Award of Performance Rights

Dr Harry’s remuneration comprises fixed salary, a short term incentive bonus and a long term incentive. Executives of the Company are offered Performance Rights each year as part of their atrisk incentive remuneration which is designed to both reward performance in a particular year against performance conditions which are linked to the Company’s long term strategic objectives and also to provide a retention incentive as they vest over three years. The annual performance periods run from 1 October to 30 September. The offer and acceptance of performance rights for the period 1 October 2009 - 30 September 2010 for the Company’s executives and employees was formalised after the Company’s 2009 AGM in order to allow the Company to review the impact of the new tax legislation affecting the taxation of performance rights. In this Notice of AGM, therefore, the Company is seeking approval for a grant of performance rights to Dr Harry in respect of two performance periods, being the periods from 1 October 2009 to 30 September 2010 ( FY 2010 Grant ) and 1 October 2010 to 30 September 2011 ( FY 2011 Grant ).

The Performance Rights are subject to performance conditions determined by the Board at the time of offer, and to Dr Harry’s continued employment in good standing as at the end of the relevant performance period and as at each vesting date. Each Performance Right provides the right to acquire one Share for nil consideration, subject to satisfaction of the applicable performance conditions.

In respect of the FY 2010 Grant, the Board has determined that Dr Harry would be entitled to receive up to 4,125,000 Performance Rights vesting in three equal tranches of 1,375,000 Shares each. The first tranche would vest immediately following this Annual General Meeting if shareholder approval is obtained, with the second and third tranches vesting on 1 October 2011 and 1 October 2012 respectively, subject to Dr Harry continuing to be employed in good standing on those vesting dates.

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In respect of the FY 2011 Grant, the Board has determined that Dr Harry be offered up to 8,029,197 Performance Rights. If the performance conditions are met, as measured at 30 September 2011, the Performance Rights will vest in three equal tranches on 1 October 2011, 1 October 2012 and 1 October 2013 subject to Dr Harry continuing to be employed in good standing on those vesting dates. If, and to the extent that, any performance conditions are not met by 30 September 2011 then the Performance Rights will lapse.

In the event of a change of control event during a Performance Period or prior to vesting of the Performance Rights, some or all of the Performance Rights may vest according to the Plan Rules. In certain circumstances Performance Rights may also vest if employment ceases due to a qualifying reason (as defined in the Plan Rules) prior to a service vesting condition being met.

The performance conditions are set by the Board and include achieving specific business and corporate objectives to build the Company’s diagnostics business and increase shareholder value. They will include objectives in relation to capital management, product development, executive retention and other corporate goals for the relevant period.

Other relevant terms applying to the Performance Rights include:

• (a) Shares issued to satisfy Performance Rights will rank equally with other ordinary shares of the Company.

• (b) Dr Harry will not receive any dividends on Shares subject to the Performance Rights until the Shares are issued to her.

• (c) In the event of any re-organisation of the issued ordinary capital of the Company, the number of Shares to be issued under the Performance Rights will be reconstructed to the extent necessary to comply with the ASX Listing Rules.

• (d) If the Company makes a bonus issue to shareholders, the number of Shares to be allocated to Dr Harry upon vesting of the Performance Rights will include the number of bonus Shares that would have been allotted to her if the Shares to be issued under the Performance Rights had been allocated to Dr Harry before the record date of the bonus issue.

Under ASX Listing Rule 10.14, an issue of securities under the Performance Rights Share Plan to directors is required to be approved by shareholders.

Other material information in relation to the Performance Rights to be awarded to Dr Harry under the Performance Rights Share Plan in addition to the information already provided above includes:

• (a) The maximum number of Shares that can be acquired by Dr Harry under the FY 2010 and the FY 2011 Grants is 12,154,197. The maximum number of Shares that can be acquired by Dr Harry under the FY 2010 Grant is 4,125,000. The maximum number of Shares that can be acquired by Dr Harry under the FY 2011 Grant is 8,029,197.

• (b) The Performance Rights (and any Shares issued pursuant to the vesting of the Performance Rights) will be issued to Dr Harry for nil consideration.

• (c) Dr Harry received 1,100,000 Performance Rights under the Performance Rights Share Plan in January 2009. Shareholder approval for the granting of these Performance Rights was obtained at the Company’s Annual General Meeting in November 2008. Since November 2008, Dr Harry has been issued 293,333 Shares pursuant to these

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performance rights and is entitled to receive the second and third tranches of 293,333 each on or after 1 October 2010 and 1 October 2011 respectively, subject to continued employment in good standing on those dates. The securities were issued to Dr Harry for nil consideration.

• (d) Non-executive Directors are not entitled to participate in the Performance Rights Share Plan. The only executive Director who is currently entitled to participate in the Performance Rights Share Plan is Dr Jenny Harry.

• (e) No other Director has received securities under the Performance Rights Share Plan.

• (f) Any additional persons referred to in Listing Rule 10.14 (including directors and their associates) who become entitled to participate in the Performance Rights Share Plan will not be permitted by the Company to acquire Shares under the Performance Rights Share Plan until Shareholder approval is obtained in accordance with the ASX Listing Rules.

• (g) There is no loan scheme in relation to the Performance Rights Share Plan.

• (h) The date by which the Performance Rights will be issued will be no later than 12 months after the date of this AGM.

• (i) Details of any Performance Rights issued under the Performance Rights Share Plan will be published in the Company’s annual report relating to the period in which Performance Rights have been issued, indicating, where applicable, that approval for the issue of the Performance Rights was obtained under Listing Rule 10.14.

If the issue of the Performance Rights is approved, the Performance Rights (and Shares issued upon satisfaction of performance conditions) will not count towards the number of equity securities the Company can issue without shareholder approval under ASX Listing Rule 7.1.

The Performance Rights to be issued to Dr Harry will be governed by the Plan Rules.

Short Term Incentive: Shares in lieu of cash bonus

The remuneration of the executives of the Company includes a variable (at-risk) short term incentive. Refer to the Remuneration Report in the Company’s 2010 Annual Report for details of the Company’s remuneration policies. For the performance period 1 October 2009 to 30 September 2010 executives are entitled to receive a cash bonus. In order to conserve the Company’s cash resources, executives have elected to receive their 2010 bonus through the issue of Shares in lieu of cash. As Dr Harry is a director, shareholder approval is required in order for the Company to issue Shares to her in lieu of her cash bonus. Dr Harry’s cash bonus for the performance period 1 October 2009 to 30 September 2010 as determined by the Board is $82,500.

The terms of issue of the Shares are as follows:

• (a) Dr Harry would be entitled to be issued with the number of Shares which represent $82,500 calculated by reference to the September VWAP being $0.0137. Therefore, the maximum number of Shares to be issued to Dr Harry in lieu of her cash bonus is 6,021,898. This number of Shares has been calculated as follows:

Number of Shares = $82,500 /September VWAP of $0.0137 = 6,021,898

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• (a) the Shares to be issued to Dr Harry in lieu of her cash bonus would be issued no later than one month from the day of this meeting;

Recommendation

The Board, other than Dr Harry, unanimously support the issue of Performance Rights and Shares to Dr Harry.

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Glossary

In this Notice and Explanatory Memorandum:

AGM or meeting means the annual general meeting of the Company to be held at 3.00pm on Monday, 29 November 2010;

ASX means ASX Limited;

ASX Listing Rules means the listing rules of the ASX;

Board means the board of Directors;

Company means Tyrian Diagnostics Limited ABN 56 080 277 998;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company from time to time;

Explanatory Memorandum means the explanatory memorandum which accompanies and is incorporated as part of this Notice;

Notice means this Notice of AGM;

Performance Right means a right offered under the Performance Rights Share Plan to acquire one ordinary Share for nil consideration, subject to satisfaction of any applicable performance and service vesting conditions;

Performance Rights Share Plan means the Tyrian Diagnostics performance rights share plan;

Plan Rules means the Tyrian Diagnostics Limited Performance Rights Share Plan Rules;

September VWAP means the 30 day VWAP for the period up to and including 30 September 2010;

Shares means fully paid ordinary shares in the capital of the Company;

Shareholder means a holder of the Shares; and

VWAP means volume weighted average price.

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Schedule 1

Summary of the Terms of the Performance Rights Share Plan

Structure : Under the Performance Rights Share Plan, participants are offered an award of rights to acquire ordinary shares in the Company (referred to here as ‘performance rights’). Under the Performance Rights Share Plan, both short term and long term incentive awards of performance rights can be made. The offer of performance rights under the Performance Rights Share Plan takes the form of a conditional entitlement to be issued or transferred the Company’s shares for nil consideration at the end of the applicable vesting period or applicable performance period subject to the satisfaction of any performance criteria. Performance criteria may include service vesting conditions and/or performance conditions, or a combination of both. Unless the Board otherwise determines, where a participant is entitled to be issued shares under the Performance Rights Share Plan, the Company will issue those shares or cause them to be acquired and transferred to the participant.

Eligibility : All employees and executive directors of the Company or its associated bodies corporate are eligible to participate in the Plan. Non-executive directors are not eligible to participate in the Plan.

Awards : The Plan is administered by the Board. Each year the Board may decide to award performance rights to eligible employees. The Board, after consultation with the Remuneration Committee, will determine the number of performance rights to be offered to a participant, which may include short term incentive awards and long term incentive awards.

Short Term Incentive Awards : Participants’ performance is assessed against key performance indicators at the end of each financial year and a participant may be entitled to a bonus amount calculated on the basis of performance achieved. Payment of bonuses in respect of any financial year is at the discretion of the Board and bonuses may be paid in cash or performance rights or a combination of both.

Long Term Incentive Awards: The Board may grant an eligible participant an award of performance rights which vest over a defined period of time (referred to as the ‘performance period’) and are subject to the satisfaction of performance conditions during a performance period. The value of long term incentive awards of performance rights granted to a participant are calculated by reference to the participant’s total fixed remuneration. Performance rights granted as long term incentives are subject to achievement of performance conditions during a 12 month performance period and are also subject to service vesting conditions, as they vest in equal tranches over 3 years from the beginning of the applicable performance period.

The value of an award of performance rights in any one year must not exceed two times the participant’s total fixed remuneration, unless the Board approves an additional award in exceptional circumstances.

Valuation: The number of shares subject to short and long term incentive awards is generally calculated on the basis of the average of the daily volume weighted average price (VWAP) of the Company’s shares over the 30 days prior to the award of the performance rights or the commencement of the performance period as elected by the Board.

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Performance Conditions for Long Term Incentive Awards: The number of shares to which a participant is entitled to be issued pursuant to performance rights is determined at the end of the relevant performance period subject to satisfaction of the applicable performance conditions. The performance conditions for long term incentive awards of performance rights will be determined by the Board in its absolute discretion. The performance conditions may include total shareholder return (TSR) and growth in earnings per shares (EPS) as measured against a comparable group of ASX listed companies or other performance conditions as determined by the Board from time to time having regard to the Company’s circumstances. In particular, at this early stage of the Company’s development the Board tends to impose performance conditions which relate directly to the Company’s performance against agreed financial and strategic objectives. Performance conditions may also include individual key performance indicators specific to the participant provided that those hurdles are unambiguous and capable of objective measurement.

Overall Cap: No award of performance rights shall be made under the Performance Rights Share Plan if it would cause the number of shares in the Company which may be issued under that award and any other award or option granted under the Performance Rights Share Plan, ESOP or any other employee share scheme to exceed 15% of the issued shares in the Company at the time the award is made under the Performance Rights Share Plan.

Restrictions on Disposal of Performance Shares: The Board may impose restrictions on the disposal of shares issued pursuant to performance rights such that the participant cannot dispose of or create a security interest over the shares for a defined period from the date of the award of the performance right or issue of Share on vesting of a performance right. Any such restrictions will be determined by the Board at the time the participant is awarded the performance rights.

Cessation of Employment: Where a participant ceases employment with the Company (or its related bodies corporate) then an award of performance rights will normally lapse. However, where the participant’s employment ceases because of a “qualifying reason” which includes retirement, death, illness or other hardship or circumstances considered by the Board to be extraordinary, then any short term incentive performance rights will vest in full and any long term incentive performance rights will continue in effect until the end of the applicable performance period and will vest to the extent that the performance condition was satisfied. The number of shares in respect of which long term incentive performance rights will vest will be reduced to reflect the portion of the performance period during which the participant was employed.

Other Terms: While participants are employees or directors of the Company they must comply with the Company’s Securities Trading Policy. Participants have no interest in and will not receive any dividends on shares subject to performance rights until the shares are issued to the participant. Shares issued to satisfy performance rights will rank equally with other ordinary shares of the Company. No performance rights may be offered under the Performance Rights Share Plan if to do so would contravene the Corporations Act, ASX Listing Rules or the Company’s Constitution.

Number of securities issued under the Performance Rights Share Plan since the date of last shareholder approval

The Company has granted 13,248,498 performance rights under the Performance Rights Share Plan, and issued 2,168,319 Shares in satisfaction of vested performance rights granted under the Plan, since the date of last shareholder approval at the 2007 annual general meeting.

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