AUB GROUP LIMITED — AGM Information 2007

Oct 21, 2007

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22[nd] October 2007

The Company Announcements Platform Australian Stock Exchange

For Immediate Market Release

Notice of Annual General Meeting and Proxy Form

Attached are the Notice of Annual General Meeting and Proxy Form.

Yours sincerely,

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S.S. Rouvray Company Secretary Austbrokers Holdings Limited

For further information, contact Steve Rouvray Tel: (02) 9935 2201 Mobile: 0412 259 158

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This announcement may contain forward looking statements relating to future matters, which are subject to known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of Austbrokers and the Austbrokers Group to be materially different from those expressed in this announcement. Except as required by law and only to the extent so required, neither Austbrokers nor any other person warrants that these forward looking statements relating to future matters will occur.

Notice of Annual General Meeting

Austbrokers Holdings Limited ABN 60 000 000 715

Notice is hereby given that the Annual General Meeting of shareholders of Austbrokers Holdings Limited will be held at the Four Seasons Hotel, 199 George Street, Sydney, New South Wales at 10.00am on Wednesday 21 November 2007.

ORDINARY BUSINESS

Annual Report

To receive and consider the Statements of Financial Position and Statements of Financial Performance of the Company and the entities it controlled for the financial year ended 30 June 2007 and the reports of the Directors and auditor thereon.

1. Re-election of Phillip Shirriff as a Director

2. Mr Phillip Shirriff retires by rotation in accordance with Article 6.3 of the Company’s Constitution and, being eligible, offers himself for re-election.

3. Details of the qualifications and experience of Mr Shirriff and the recommendation of the Board are set out in the attached Explanatory Notes.

4. Remuneration Report

To adopt the Remuneration Report for the year ended 30 June 2007.

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

SPECIAL BUSINESS

1. Senior Executive Option Plan Offer

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

• "That, for the purposes of Listing Rule 10.14 of the Listing Rules of the ASX Limited and for all other purposes, the Company approves the grant of 336,700 options to Mr. Lachlan McKeough under the Austbrokers Senior Executive Option Plan and the allotment to Mr McKeough of up to 336,700 fully paid ordinary shares in the Company pursuant to the valid exercise of those options."

Voting exclusion: The Company will disregard any vote cast on Resolution 3 by Mr McKeough and his associates. However the Company need not disregard a vote if:

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

• 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 decides. It is the intention of the Chairman of the Meeting acting as proxy to cast any such votes in favour of all of the resolutions.

By order of the Board

Stephen Rouvray Company Secretary Dated 9 October 2007

Notes:

• (a) Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that for the purpose of the meeting all shares in the Company shall be taken to be held by the persons who were registered as shareholders at 10.00am on 19 November 2007.

• (b) A member has a right to appoint a person or body corporate as a proxy. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of the member's votes each proxy is entitled to exercise. Where a shareholder appoints more than one (1) proxy, neither proxy is entitled to vote on a show of hands.

• (c) If you appoint a body corporate as your proxy, the body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth); and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

• (d) A proxy need not be a member of the Company.

• (e) Details for completion and lodgement of proxies are on the reverse side of the Appointment of Proxy form. A proxy must be received by the Company's share registry, Link Market Services Limited, by 10.00am on 19 November 2007. A proxy may be mailed to Link Market Services Limited at Locked Bag A14, Sydney South NSW 1235, hand delivered to Link Market Services Limited at Level 12, 680 George Street, Sydney NSW or sent by facsimile to Link Market Services Limited on (02) 9287 0309.

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EXPLANATORY NOTES

This statement explains the items of business to be considered at the meeting and should be read in conjunction with the notice of meeting.

Annual Report (No vote)

The Company's Annual Report has been made available to shareholders and is published on the Company’s website www.austbrokers.com.au/agm.

During this item of business there will be an opportunity for shareholders to comment on and ask questions about the Company’s management, operations, financial position, business strategies and prospects.

• 1 Re-election of Director (ordinary resolution)

Mr Phillip Shirriff - Non-Executive Director - Aged 61

Mr Shirriff brings to the Board substantial experience as a Company Director. Mr Shirriff is a member of the Nomination, Remuneration and Succession Planning Committees and a member of the Audit Committee.

Mr Shirriff has 43 years’ experience in the financial services industry and was formerly the Chief Executive Officer of ING Financial Services International - Asia/Pacific and a director of ING. From 1985 to 1995, Mr Shirriff was Managing Director of the Mercantile Mutual Group (now ING).

Mr Shirriff has been on the board of Austbrokers since 1986.

Mr Shirriff currently holds a number of directorships including ING Bank (Australia) Limited (Chairman), ING Australia Limited and ING NZ (Holdings) Limited (including subsidiaries and certain committees). He is also Chairman of Glebe Administration Board (including subsidiaries and certain committees).

Mr Shirriff has a Bachelor of Arts (Econ/Finance) from Macquarie University and an Associate Diploma Life from the Australian Insurance Institute and is a Fellow of CPA Australia and Fellow of the Institute of Chartered Secretaries and Administrators.

Board Recommendation:

Each Director, other than Mr Shirriff, recommends that shareholders vote 'for' resolution 1 to reelect Mr Shirriff as a Director.

• 2 Remuneration Report (ordinary resolution)

The Corporations Act 2001 (Cth) ( "Act" ) requires a non-binding resolution to be put to the shareholders for the adoption of the Remuneration Report and to give a reasonable opportunity to shareholders to comment on and ask questions about the Remuneration Report.

The Remuneration Report is set out in pages 39 - 43 of the Annual Report and includes:

• (a) a discussion of Board policy for determining the nature and amount of remuneration of Directors, secretaries and senior managers of the Company;

• (b) explains the relationship between the Board's remuneration and the Company's performance; and

• (c) sets out the remuneration details of each Director and senior management performance conditions.

Board Recommendation:

The Board recommends that shareholders vote 'for' resolution 2 to approve the Remuneration Report.

3 Issue of Options to the Chief Executive Officer under the Senior Executive Option Plan (ordinary resolution)

Background

This resolution is being put to shareholders to obtain approval for the grant to Mr Lachlan McKeough of options to subscribe for up to 336,700 fully paid ordinary shares in the Company under the Austbrokers Senior Executive Option Plan and the allotment to Mr McKeough of ordinary

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shares in the Company pursuant to the exercise of those options as part of Mr McKeough’s remuneration in respect of his performance for the financial year ending 30 June 2008.

Shareholder approval for the grant of options to Mr McKeough and the allotment to Mr McKeough of ordinary shares in the Company is required under the ASX Listing Rules because Mr McKeough is a director of the Company.

The Board believes that long-term incentives form a key part of remuneration for senior management. The Company has previously issued options under the Senior Executive Option Plan as its sole long-term incentive.

The principal objective in equity based remuneration plans is to provide an incentive that retains valuable executives and aligns their performance with shareholder interests.

The options will only be exercisable to the extent that the performance hurdles are satisfied. Details of the hurdles (which are the same for the exercise of options and the vesting of performance share rights) are set out below.

Terms of the Options Granted

Date of grant: The options were granted on 14 September 2007 subject to receipt of shareholder approval.

Consideration for grant: The options were granted for nil consideration.

Exercise price: The exercise price of the options is $4.20 per option. This equates to the average of the volume weighted average price of the Company's ordinary shares traded on the ASX on each of the five trading days immediately prior to the date of grant of the options.

Exercise period: Subject to satisfaction of the performance based conditions referred to below, the options will vest three years after the date of the grant and any option not exercised within seven years after the date of the grant will automatically lapse.

Exercise hurdles: If the compound annual growth in the Company’s earnings per share (based on a weighted average number of shares outstanding) ( "Compound Growth" ) over the three financial years ending 30 June 2010 ( "First Test Period" ) is:

• greater than or equal to 8.5% per annum, 20% of the options will become exercisable;

• equal to 10% per annum, 50% of the options will become exercisable;

• between 10% and 15% per annum, the percentage of options that are exercisable will be determined on a pro rata basis so that the number of options that are exercisable will increase from 50% by one percentage point for every 0.1% additional Compound Growth over 10% per annum;

• 15% per annum or more, 100% of the options will become exercisable,

in each case on the date on which the Company’s audited financial statements for the financial year ending 30 June 2010 are lodged with the ASX ( "First Test Date" ). If all of the options do not become exercisable on the First Test Date and the Compound Growth over the four financial years ending 30 June 2011 ( "Second Test Period" ) is higher than the Compound Growth over the First Test Period, then on the date on which the Company’s audited financial statements for the financial year ending 30 June 2011 are lodged with the ASX ( "Second Test Date" ) an additional number of options will become exercisable as is equal to the difference between the number of options which became exercisable on the First Test Date and the number of options which would have become exercisable on the First Test Date had the Compound Growth achieved in the Second Test Period been achieved in the First Test Period.

Compound Growth will be tested from an initial earnings per share of 26.4 cents (based on net profit after tax but before amortisation of intangibles).

Terms of and participation in Austbrokers Senior Executive Option Plan

A summary of the terms of the Austbrokers Holding Limited Senior Executive Option Plan was set out in the Company's prospectus dated 30 September 2005 (a copy of which is available at the Company's website http://www.austbrokers.com.au/Content_Common/pg-Prospectus.seo).

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Mr McKeough is the only director of the Company that will participate in the Austbrokers Holding Limited Senior Executive Option Plan or the Austbrokers Senior Executive Performance Share Rights Plan.

Details of any securities issued under the Austbrokers Holding Limited Senior Executive Option Plan and a statement that approval was obtained under ASX Listing Rule 10.14 for the issue of the securities will be published in the Company's Annual Report for the year ending 30 June 2007.

Indicative value of Options

If the issue of the options to Mr McKeough is approved, the actual valuation of these options will be disclosed as part of Mr McKeough’s remuneration in the Company’s Annual Report for the year ending 30 June 2008.

The indicative valuation of each option based on a share price of $4.19, being the market price of the Company's shares on 14 September 2007, is $1.02 based on a Binomial option pricing model.

Mr McKeough’s current interest in Austbrokers securities

Mr McKeough currently holds or is interested in 85,000 of the Company's shares and also holds a total of 673,400 options over the Company's shares. Details of the shares and options held by Mr McKeough are set out on pages 39 - 43 of the Directors’ Report in the Annual Report for the financial year ended 30 June 2007.

Directors’ Interests and Recommendations

None of the Directors other than Mr McKeough, has any interest in the outcome of resolution 3 except to provide an appropriate incentive to Mr McKeough to maximise shareholder wealth. The proposal to offer further options to Mr McKeough has been recommended by the Remuneration and Succession Planning Committee.

All of the Directors, other than Mr McKeough who will abstain from voting on the resolution, recommend that you vote in favour of the resolution.

Pursuant to ASX Listing Rule 10.15A.6, the Company will disregard any votes cast on resolution number 3 by Mr McKeough and any associate of Mr McKeough. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form or if it is cast by a 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 decides.

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Austbrokers Holdings Limited ABN 60 000 000 715

APPOINTMENT OF PROXY

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Australia Telephone: 1800 194 270 From outside Australia: +61 2 8280 7209 Facsimile: (02) 9287 0309 ASX Code: AUB Website: www.linkmarketservices.com.au

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I/We being a member(s) of Austbrokers Limited and entitled to attend and vote hereby appoint

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the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

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or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am on Wednesday, 21 November 2007, at the Four Seasons Hotel, 199 George Street, Sydney NSW 2000 and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

B To direct your proxy how to vote on any resolution please insert in the appropriate box below.X

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For Against Abstain For Against Abstain
Resolution 1 Resolution 3
Re-election of Phillip Shirriff as a Director Issue of Options to the Chief Executive
Officer under the Senior Executive Option
Plan
Resolution 2
Remuneration Report
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IMPORTANT: FOR RESOLUTION 3 ABOVE

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If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 3 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Resolution and that votes cast by him/her for that Resolution, other than as proxyholder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 3.

• If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

D SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder’s constitution and the Corporations Act 2001 (Cwlth).

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

AUB PRX742