AUB GROUP LIMITED — Director's Dealing 2009

Apr 7, 2009

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8[th] April 1009

Ms. Carrie Seow ASX Markets Supervision Pty Ltd Exchange Centre Level 6, 20 Bridge Street Sydney NSW 2000

Dear Ms Seow,

Appendix 3Y - Change of Director's Interest Notice

We refer to your letter dated 6 April 2009 and respond as follows:

1. The delay in lodgement of the Appendix 3Y in respect of options over unissued shares previously granted by the Company to Mr. McKeough was inadvertent. However, any delay must be considered in light of the comprehensive and timely disclosure made by the Company in relation to the grant and approval of the options (e.g. ASX announcement and Appendix 3B at the time of their grant, disclosure in meeting materials to approve the options at the relevant AGMs, and disclosure in the Company's annual reports).

2. The Company has in place a securities trading policy which was adopted on 15 February 2005 and can be accessed at www.austbrokers.com.au ( Securities Trading Policy ). The Securities Trading Policy requires any Director to provide to the Company the information necessary for the Company Secretary to give to ASIC and ASX the notifications required by the Corporations Act and to seek consent from the Chairman before trading.

1. The Company's Securities Trading Policy is adequate and is being enforced. Indeed, it was in the context of ensuring timely and accurate notification to the ASX in respect of dealings by another Director in accordance with that policy, that the Company became aware of the delay in lodgement of the Appendix 3Y in respect of the option grants to Mr. McKeough. The Company took the appropriate course in rectifying that matter, while at the same time cross-referencing the prior disclosures to ensure that the market would not be confused. The Company intends to continue to implement its Securities Trading Policy in accordance with its terms to ensure compliance with listing rule 3.19B.

If you have any further queries, please do not hesitate to contact me.

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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6 April 2009

Mr Steve Rouvray Austbrokers Holdings Limited Level 21 111 Pacific Highway North Sydney NSW 2060

By email only

ASX Markets Supervision Pty Ltd Exchange Centre Level 6, 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Telephone 61 2 8298 8325 Facsimile 61 2 92417620 Internet http://www.asx.com.au DX 10427 Stock Exchange Sydney

Dear Steve

Austbrokers Holdings Limited (the “Company”) Appendix 3Y – Change of Director’s Interest Notice

We refer to the following:

1. The Appendix 3Y lodged by the Company with ASX on 1 April 2009 for Mr William Lachlan McKeough.

2. Listing rule 3.19A which requires an entity to tell ASX the following:

   • 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

     • On the date that the entity is admitted to the official list.

     • On the date that a director is appointed.

     • The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

   • 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

   • 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

3. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

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1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Appendix 3Y indicates that changes in Mr McKeough’s notifiable interest occurred on two occasions, in which he acquired options to subscribe for ordinary shares in the Company, after shareholder approval, on 21 November 2007 and 19 November 2008. It appears that an Appendix 3Y should have been lodged with ASX within 5 business days of each of these acquisitions. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears the director concerned may have breached section 205G of the Corporations Act.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions:

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

• 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail at carrie.seow@asx.com.au or by facsimile on facsimile number (02) 9241 7620. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (ie before 9.30 a.m. A.E.S.T.) on Thursday, 9 April 2009.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely,

[sent electronically without signature]

Carrie Seow Issuers (Sydney)

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