AUB GROUP LIMITED — AGM Information 2008

Oct 16, 2008

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17[th] October 2008

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 19 November 2008.

ORDINARY BUSINESS

1. Annual Report

To receive and consider the profit and loss statement and balance sheet of the Company and the entities it controlled for the financial year ended 30 June 2008 and the reports of the Directors and auditor thereon.

2. Re-election of David John Harricks as a Director

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

Details of the qualifications and experience of Mr Harricks and the recommendation of the Board are set out in section 2 of the attached Explanatory Notes.

3.

Re-election of Leonard Francis Earl as a Director

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

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

4. Remuneration Report

To adopt the Remuneration Report for the year ended 30 June 2008.

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

SPECIAL BUSINESS

5. Exempting issues made under the Austbrokers Holdings Share and Option Plans from ASX 15% issue limit

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

"That the Austbrokers Holdings Share and Option Plans, the rules of which are summarised in Attachment 1 of the attached Explanatory Notes, be approved for the purposes of ASX Listing Rule 7.2, Exception 9 and for all other purposes."

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Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of any Director. However, the Company need not disregard a vote if:

• it is cast by a person as a 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 2008

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 17 November 2008.

• (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 17 November 2008. 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.

1. Annual Report (No vote)

The Company's Annual Report for the financial year ended 30 June 2008 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.

2. Re-election of Director (ordinary resolution)

Mr David John Harricks - Non-Executive Director - Aged 63.

Mr. Harricks brings to the Board substantial financial experience in the insurance industry. Since his appointment of the Board in 2005, Mr. Harricks has served as Chairman of the Audit and Risk Management Committee.

Mr. Harricks has 38 years experience in the insurance industry. Until 2000 he was a partner in the financial services practice of PricewaterhouseCoopers (PWC) specialising in the insurance industry. During his 23 years as a partner with the firm he was Chairman of the firms Insurance Specialist Group providing audit and advisory services to the industry. Since his retirement from PWC he has continued his involvement in the financial services industry by serving on a number of Boards and Compliance Committees including as a Director of Lumley General Insurance Ltd.

He holds a Bachelor of Arts from Macquarie University, a Bachelor of Commerce from the University of NSW and is a fellow of the Institute of Chartered Accountants in Australia.

Board Recommendation:

Each Director, other than Mr D.J. Harricks, recommends that shareholders vote 'for' the resolution to re-elect Mr D.J. Harricks as a Director.

3.

Re-election of Director (ordinary resolution)

Mr. Leonard Francis Earl – Non-Executive Director – Aged 62.

Mr L.F. Earl has over 40 years experience in the general insurance industry. He was Managing Director of the Minet Professional Services from 1988 - 1997 and Managing Director of Minet Australia Limited from 1994 - 1997. He was also Managing Director of Arthur J Gallagher (Aust) Pty Ltd from 1998 - 2004. He is a past President of NIBA and currently a Director of NIBA and a Nonexecutive Director of IBL Limited.

Mr L.F. Earl has been a director of the Company since 5 April 2005. Presently he is a Member of the Remuneration and Succession Planning and Nomination Committees.

Mr L.F. Earl holds a Diploma of Financial Services (Insurance Broking) and is a Qualified Practising Insurance Broker and is a Fellow of the Australian Institute of Company Directors.

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Board Recommendation:

Each Director, other than Mr L.F. Earl, recommends that shareholders vote 'for' the resolution to reelect Mr L.F. Earl as a Director.

4. 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 38 – 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' the resolution to approve the Remuneration Report.

5. Exempting issues made under the Austbrokers Holdings Share and Option Plans from ASX 15% issue limit (ordinary resolution)

The Company wishes to exempt issues of securities under the Austbrokers Holdings Share and Option Plans from counting towards the rolling annual limit of 15% of new issued ordinary shares prescribed by ASX Listing Rule 7.1. This limit applies to all new issues of securities made without shareholder approval unless a relevant exception applies. Shareholder approval of the Plans under ASX Listing Rule 7.2 means that the issue of securities under the Plans is treated as an exception to the limit under ASX Listing Rule 7.1 thus preserving the full 15% placement power.

The Company has a number of plans under which securities may be issued to employees and Directors of Austbrokers and its related bodies corporate, namely:

• the Senior Executive Option Plan ( SEOP );

• the Exempt Share Plan ( ESP );

• the Non-Executive Director Share Plan ( NEDSP ); and

• the Austbrokers Holdings Deferred Share Plan ( DSP ),

(together the Austbrokers Holdings Share and Option Plans or Plans ). The Plans were described in the Company's prospectus issued prior to listing on the ASX and a summary of each of the Plans is set out in Attachment 1.

Since listing on the ASX in November 2005 to 30 June 2008, a total of 1,397,300 options and Shares have been issued under the SEOP, representing 2.78% of the Company's issued capital of 50,129,870 ordinary shares. Since 1 July 2008 the Company has issued 150,479 options under the SEOP.

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Currently the Company has only been using the SEOP but wishes to retain the flexibility to remunerate its Directors, executives and employees using any or all of these Plans.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of any Director. However, the Company need not disregard a vote if:

• it is cast by a person as a 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.

Board Recommendation:

The Company wishes to preserve its flexibility to utilise any or all of the Plans for the purposes of remunerating its Directors, executives and employees without impacting on the 15% placement restriction imposed by ASX Listing Rule 7.1. Similar plans are typical for listed companies such as the Company.

The issue of securities under the Plans, if any, will require approval of the Board and will take into account recommendations received from the Remuneration and Succession Planning Committee.

The Board recommends that shareholders vote 'for' the resolution to approve the Plans for the purposes of the ASX Listing Rules and for all other purposes.

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Attachment 1 - Summary of Plans

Austbrokers Holdings Senior Executive Option Plan (SEOP)

Purpose - The purpose of the SEOP is to reward and motivate senior executives, and to align the interests of shareholders and senior executives.

Eligibility - The Board may invite selected executives of the Company or its related bodies corporate to participate in the SEOP ( SEOP Participants ).

Issue - SEOP participants will be issued options for no consideration on the following terms:

• each option entitles the holder to acquire by way of issue one ordinary fully paid share in the capital of the Company ( Share ) at the predetermined exercise price (which may be nil). Options will not be listed on the ASX, however Shares issued upon exercise of an option will rank equally in all respects with Shares already on issue on the date of exercise;

• an offer will specify the conditions, including performance hurdles, which must be satisfied before the options may be exercised;

• options are exercisable up to a maximum of seven years from the grant date or any other date as the Board determines, provided that any other vesting or exercise conditions have been achieved. An option will expire if it is not exercised during this time;

• options granted cannot be assigned without the Board’s consent (other than to the legal personal representative of the SEOP Participant);

• the exercise price for an option may be reduced according to the formula specified in the ASX Listing Rules;

• an SEOP Participant's entitlement to Shares under an option will be adjusted to take account of capital reconstructions and bonus issues; and

• if a bidder acquires a relevant interest in more than 50% of the Shares, or there has been a change in control of the Company, the Board may notify each SEOP Participant that its unexercised options will be exercisable.

Loans to SEOP Participants - The Board may offer a SEOP Participant an exercise loan to fund the exercise price when the SEOP Participant exercises the options. The Company may direct all dividends in respect of the relevant Shares towards payment of the loan, and may sell the relevant Shares if the SEOP Participant fails to repay any exercise loan in full at the end of the loan period.

If and to the extent that the Board provides any loans to SEOP Participants to fund the exercise of options under the SEOP Plan, shareholder approval is sought pursuant to section 260C(4) of the Act. Up to the date of this Notice of Meeting, the Board has not provided any such loans to SEOP Participants pursuant to the SEOP.

Austbrokers Holdings Exempt Share Plan (ESP)

Purpose - The purpose of the ESP is also to encourage Share ownership among general employees.

Eligibility - The Board may invite employees of the Company or a related body corporate to participate in the ESP ( ESP Participant ). ESP Participants may acquire up to $1,000 of Shares tax-free per income year, provided that the ESP is operated in accordance with the tax exemption conditions set out in section 139CE of the Income Tax Assessment Act 1936 (Cth).

Issue - ESP Participants will be issued Shares on the following terms:

• if an offer involves a salary sacrifice, the Company and the ESP Participant must enter into an agreement setting out the terms of the salary sacrifice;

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• the Board shall determine the acquisition price of Shares offered;

• ESP Participants must not dispose of or deal with Shares offered under the ESP until 3 years from the date the relevant Shares were acquired or the cessation of its employment with the Austbrokers Group, whichever is earlier. The Company must not register a transfer of any of the relevant Shares during this period.

Austbrokers Holdings Non-Executive Director Share Plan (NEDSP)

Purpose - The purpose of the NEDSP is to align the interests of shareholders and Non-Executive Directors.

Eligibility - All Non-Executive Directors may participate in the NEDSP ( NEDSP Participants ). NEDSP Participants may fee sacrifice up to 100% of their remuneration to acquire Shares under the NEDSP.

Acquisition - The trustee of the NEDSP ( Trustee ) will acquire Shares on behalf of each NEDSP Participant on the following conditions:

• the Board may instruct the Trustee not to proceed with the purchase of Shares if it decides that the acquisition may result in the Trustee, the Company, a Director or any other person breaching the Constitution, any law, the ASX Listing Rules or the Business Rules of the ASX.

• a NEDSP Participant may by request, elect to terminate a prior salary sacrifice at any time.

• the Shares acquired under the NEDSP will be held on the following terms:

• all Shares will be acquired in the name of the Trustee;

• a NEDSP Participant may not dispose of any Shares acquired under the NEDSP until the earlier of one year from the date that Share is acquired on its behalf and the date on which it ceases to be a Director;

• if the NEDSP Participant commits any act of fraud, defalcation or gross misconduct or any other conduct specified in the offer in relation to the Company or the Austbrokers Group, Shares offered under the NEDSP will be subject to forfeiture provisions under the NEDSP; and

• a NEDSP Participant may give notice to the Trustee to sell or transfer to it the Shares held on its behalf.

• the Trustee will maintain a separate account for each NEDSP Participant containing details of the Shares held under the trust, amounts of fee sacrificed, dividends or other earnings credited to the account, and proceeds from any sale or disposal of the Shares.

Austbrokers Holdings Deferred Share Plan (DSP)

Purpose - The purpose of the DSP is to encourage Share ownership among executives of the Company and its related bodies corporate.

Eligibility - The Board may invite a full or part time employee of the Company or a related body corporate to participate in the DSP ( DSP Participant ).

Issue/allocation - An issue or allocation of Shares under the DSP will be on the following terms:

• any Shares issued under the DSP are held by a trust established for the DSP;

• if an offer involves a salary sacrifice, the Company and the DSP Participant must enter into an agreement setting out the terms of the salary sacrifice. A DSP Participant may elect to terminate a prior salary sacrifice at any time;

• the Board may specify the vesting conditions of Shares allocated under the DSP;

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• if a DSP Participant commits any act of fraud, defalcation or gross misconduct or any other conduct specified in the offer in relation to the Company or the Austbrokers Group, the Shares offered under the DSP will be subject to forfeiture provisions under the DSP; and

• a DSP Participant may give notice to the trustee to sell or transfer to it the Shares held on its behalf.

Acquisition - Shares will be acquired on a quarterly basis and the trustee will maintain a separate account for each DSP Participant containing details of the Shares held under the trust, amounts of fee sacrificed, dividends or other earnings credited to the account, and proceeds from any sale or disposal of the Shares.

Common Terms

The following terms apply to each of the Plans:

Exercise/Acquisition Price - The issue, exercise or acquisition price, as the case requires, will be determined by the Board.

Termination - Each of the Plans may be terminated or suspended at any time by resolution of the Board.

Amendment - The rules of each of the Plans may be amended from time to time by the Board at its discretion, or as required by the ASX Listing Rules, and may be given retrospective effect.

Limitations on Offers - The Board will not issue an invitation to apply for options, issue shares, or cause the trustee of the relevant Plan to subscribe for Shares, if at the time of the offer, the total number of Shares to be received on exercise of the options would exceed 5% of the total number of issued Shares at the time of the offer when aggregated with the number of Shares issued during the previous five years under the various share plans excluding certain excluded offers. These include, relevantly, offers to senior managers (i.e. persons who are concerned in, or taking part in the management of the Company).

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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 Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au

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

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A
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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, 19 November 2008, at the Four Seasons Hotel, 199 George Street, Sydney 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.

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B To direct your proxy how to vote on any resolution please insert in the appropriate box below.X
For Against Abstain For Against Abstain
Resolution 2
Resolution 4
Re-election of Director –
Remuneration Report
Mr David John Harricks
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Resolution 5

Resolution 3 Re-election of Director – Exempting issues made under the Mr. Leonard Francis Earl Austrbrokers Holdings Share and Option Plans from ASX 15% issue limit

IMPORTANT: FOR ITEM 5 ABOVE

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 Item 5 above, please place a mark in this box. By marking this box, you acknowledge C that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Item and that votes cast by him/her for that Item, other than as proxyholder, would 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 Item 5 and your votes will not be counted in calculating the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 5.

• 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).

AUB PRX842

How to complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Monday, 17 November 2008, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the reply paid envelope or:

– by posting or facsimile to Austbrokers Holdings Limited’s share registry as follows:

Austbrokers Holdings Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Facsimile: (02) 9287 0309

• delivering it to Level 12, 680 George Street, Sydney NSW 2000.

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).