COVENTRY GROUP LIMITED — Share Issue/Capital Change 2005

Jul 7, 2005

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

COVENTRY GROUP LTD

ABN

37 008 670 102

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be | issued

ORDINARY SHARES

$\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued

191,612

$\overline{3}$ Principal terms of the "securities (eg, if options, exercise price and expiry date; if partly paid 'securities, the amount outstanding and due dates for payment; *convertible if securities, the conversion price and dates for conversion)

FULLY PAID ORDINARY SHARES RANKING EQUALLY WITH OTHER ISSUED ORDINARY SHARES

⁺ See chapter 19 for defined terms.

$\hat{\mathcal{A}}$

$\ddot{\phantom{a}}$

$\bar{z}$

$\mathcal{L}$

$\frac{1}{2} \sum_{i=1}^{n} \frac{1}{i!}$

4	Do the "securities rank equally in all respects from the date of allotment with an existing $\dot{\ }$ class of quoted *securities?	YES
	If the additional securities do not rank equally, please state: the date from which they do which the. extent ťΟ they participate for the next dividend, (in the οf case a trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	\$5.81 FOR EACH ORDINARY SHARE
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	ALL ORDINARY SHARES WERE ISSUED PURSUANT TO THE TERMS 8. CONDITIONS ОF THE COMPANY'S DIVIDEND REINVESTMENT PLAN (DRP) то SHAREHOLDERS WHO HAVE ELECTED TO PARTICIPATE IN THE DRP WITH RESPECT TО SPECIAL THE DIVIDEND PAID ON 05.07.05
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	5 JULY 2005
8	Number and + class of all *securities quoted $_{\text{on}}$ ASX. (including the securities in clause 2 if applicable)	Number 35,660,438	+ Class ORDINARY SHARES

$\alpha$ - $\alpha$ - $\alpha$

• See chapter 19 for defined terms.

the control of the state of the

$\sim$

$\sim 10^6$

$\mathcal{A}^{\mathcal{A}}$ and

$\sim$

$\mathcal{A}^{\text{max}}{\text{max}}$ and $\mathcal{A}^{\text{max}}{\text{max}}$

$\sim$

$\ddot{Q}$ Number and $\pm$ class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

-------------------- Number ---------------------------------------	*Class
$N_{\rm IL}$
	.

10 trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a | IDENTICAL TO SECURITIES ALREADY QUOTED

Part 2 - Bonus issue or pro rata issue

$11$ $\mathbf{I}\mathbf{s}$ security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the ⁺securities will be offered $14$ ⁺Class of ⁺securities to which the offer relates 15 *Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? $17⁷$ Policy for deciding entitlements in relation to fractions $-18$ Names of countries in which the entity has ⁺security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 $\frac{1}{2}$ date for receipt of

• See chapter 19 for defined terms.

acceptances or renunciations

Appendix 3B Page 3

Appendix 3B
New issue announcement

$\bar{z}$

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$\hat{\boldsymbol{\beta}}$

$\mathcal{L}_{\mathcal{A}}$

$\bar{z}$

$\ddot{\phantom{a}}$

20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders
25	If the issue is contingent ${\bf on}$ *security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do "security holders sell their entitlements in full through a broker?
31	How do "security holders sell part of their entitlements through a broker and accept for the balance?

$\bar{z}$

$\bar{z}$

$\cdot$

$1/1/2003$

$\ddot{\phantom{0}}$

$\bar{z}$

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• • Securities described in Part 1
• $(b)$

$(a)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

• Tick to indicate you are providing the information or documents
• 35

If the 'securities are 'equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders

36

If the ⁺securities are ⁺equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over

37

A copy of any trust deed for the additional +securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which "quotation is sought
• 39 Class of "securities for which quotation is sought
• 40 Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in
  relation to the next dividend, distribution or interest payment $\mathbb{R}^2$
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

$\ddotsc$

⁺ See chapter 19 for defined terms.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may 1 quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those 'securities should not be granted 'quotation.
  • An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the 'securities be quoted.

If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

⁺ See chapter 19 for defined terms.

We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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

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Gaul

Sign here:

3

$\ddot{4}$

08.07.05

JOHN COLLI

(Director/Company secretary)

Print name: --------------------------------------

• See chapter 19 for defined terms.