First Graphene Ltd. — AGM Information 2002

Nov 14, 2002

TOLHURST NOALL GROUP LTD

A.C.N 007 870 760 Level 29, 35 Collins Street, Melbourne Victoria 3000 Australia Telephone: (03) 9242 4000 Facsimile: (03) 9242 4040

15 November 2002

Companies Announcements Office Australian Stock Exchange Limited Exchange Centre 20 Bond Street SYDNEY NSW 2000

By Facsimile: 1300 300 021 Pages: $\overline{4}$

Dear Sir/Madam

Please find enclosed Chairman's comments from today's Annual General Meeting.

CRAIG GRAHAM-SMITH Company Secretary

; 312 93645264

The following comments were made by the Chairman at today's Annual General Meeting:

"Your annual report contains a detailed letter from me to shareholders which comments on this unsatisfactory outcome and outlines the arrangement by which Balgreggan Financial Investments Limited, a company affiliated with Mr Andrew McDouall, will acquire shares and options to subscribe for shares in the company as part of the overall plan for the reconstruction and recapitalisation of the company's business. The letter also comments on the actions which have been taken to downsize the company's overhead and rationalise our broking division.

We are delighted that Balgreggan will, if your consent is given, become a share and optionholder in the company. We are also very pleased that Mr McDouall has consented to join the Board. He is a broking and capital markets professional of considerable standing and I am sure we will all benefit significantly from his advice. We are also confident that this association will bear further fruit in the form of jointly generated financial products and corporate transactions, particularly those with a trans-Tasman content.

Let me comment briefly on the developments in the company's business since the financial year end.

Broking

$5/$

Our broking division is now trading profitably and is generating cash. It has been stabilised and is slowly improving its position. We expect depressed trading conditions to continue for some time but the division is stable once again and is in a position to benefit very substantially from a recovery.

Funds Management

Our affiliate Tolhurst Ham & Carroll is performing well and generating a regular dividend stream for the company.

Our investment in Tolhurst Funds Management Limited, which is the owner of a 50% interest in a range of funds management, insurance, cash management and other business located in Albury, is performing according to expectations. It should make a small profit in this financial year and is well positioned to make a substantial contribution to group cash flow and profits in the 2002-3 financial year.

Corporate

Our corporate department has also made a solid contribution to the Group's business so far this financial year. It was the underwriter of several issues including that of Child Care Centres Australia Limited which as you are aware has been a resounding success for the promoters and also for us.

General

; 612 93645264

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and company

We think we've turned the financial corner and that this year should be one of sound growth and achievement. This has required a great deal of work from many

people. It is never easy to downsize, but action was required in the company's best interests.

There has been a small amount of adverse comment in the press concerning the position of the Group. We do not believe this was helpful as it led to unnecessary concern and uncertainty in the marketplace. The steps needed to underpin our company's stability and re-growth have been taken and are bearing fruit. We hope that these developments will also be observed by the media.

In the meantime we are pressing ahead with development work on the launch of new products in a number of areas; we are restaffing both our research and corporate departments; we are in-sourcing funds management administration for greater cost-efficiency and we are seeking in every way possible to achieve our long-held ambition of developing a reliable, large and valuable stream of annuitystyle revenues to assist with the funding of future growth.

In short, this has been a hard but productive year and I am sure we are now in a position to move the business forward decisively on all fronts."

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