First Graphene Ltd. — AGM Information 2007

Oct 23, 2007

ASX Announcement

Wednesday 24[th] October 2007

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Company Announcements Office

Via: Electronic Lodgement

ISSUE OF NOTICE FOR ANNUAL GENERAL MEETING

The Board of Tolhurst Group Limited has previously announced that the date on which the Annual General Meeting of shareholders would be held is Tuesday 20[th] November 2007.

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The attached Notice of Annual General Meeting was mailed to share holders on Friday the 19[th] of October 2007.

Your’s faithfully

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Michael Deschepper COMPANY SECRETARY

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TOLHURST GROUP LIMITED ABN 50 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

incorporating

EXPLANATORY MEMORANDUM

and

PROXY FORM

Date of meeting: Tuesday, 20 November 2007

Time of meeting: 3:00 pm

Place of meeting: Level 29, 35 Collins Street, Melbourne 3000

TOLHURST GROUP LIMITED

ABN 50 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Shareholders of Tolhurst Group Limited will be held at the Board Room, Level 29, 35 Collins Street, Melbourne, Victoria at 3:00 pm (Melbourne time) on Tuesday, 20 November 2007.

The Explanatory Memorandum accompanying this Notice of Annual General Meeting forms part of this Notice of Annual General Meeting.

ORDINARY BUSINESS

Annual Financial Report

To receive and consider the annual financial report of the Company and the reports of the directors and auditors for the year ended 30 June 2007.

Resolution 1 - Remuneration Report for the Financial Year ended 30 June 2007

As required by section 250R(2) of the Corporations Act, it is put to Shareholders to consider and, if thought fit, to pass the following resolution as an advisory resolution :

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

Please note: The vote on resolution 1 is advisory only and does not bind the Directors or the Company.

Resolution 2 – Election of Mr Greg Bundy

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

“That Mr G Bundy, who was appointed as an additional director by the Board during the past 12 months and who retires in accordance with Rule 47 of the Company's Constitution, being eligible for election, be elected as a director of the Company.”

SPECIAL BUSINESS

Resolution 3 – Approval by Shareholders to the issue of Shares as part consideration for the Acquisition of ComCorp

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

“That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the issue of up to 31,270,000 fully paid ordinary shares in the capital of the Company to the shareholders of ComCorp, as part consideration for the acquisition of ComCorp, as detailed in the Explanatory Memorandum accompanying the 2007 Notice of Annual General Meeting.”

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Resolution 4 – Grant of Options to Executive Chairman

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

“That, for the purposes of ASX Listing Rule 10.14 and all other purposes, approval is given for Mr D Browne to be granted up to 1,000,000 options to acquire ordinary shares in the Company in accordance with the terms and conditions of the Tolhurst Group Limited Employee Option Plan as detailed in the Explanatory Memorandum accompanying the 2007 Notice of Annual General Meeting.”

OTHER BUSINESS

To consider any other business that may lawfully be brought forward.

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT ANNUAL GENERAL MEETING

A reasonable opportunity will be given to Shareholders as a whole at the Annual General Meeting to ask questions about or make comments on the remuneration report or the management of the Company and to ask the auditors or their representative questions relevant to the conduct of the audit, the preparation and content of their report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and their independence in relation to the conduct of the audit.

BY ORDER OF THE BOARD

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David Fotheringham

Company Secretary Dated: 19 October 2007

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PROXIES

Shareholders entitled to attend and vote at the Annual General Meeting are entitled to appoint a proxy. The proxy may be an individual or a body corporate.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes such proxy may exercise, each proxy may exercise half of the votes disregarding fractions.

For an appointment of proxy to be valid, the form appointing the proxy and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority) must be received at or sent by facsimile transmission to the registered office of the Company at Level 29, 35 Collins Street Melbourne, Victoria, 3000 or facsimile number (+61 3) 9655 7250, at least 48 hours prior to the meeting or adjourned meeting, as the case may be, at which the proxy named in the proxy form proposes to vote.

A proxy must be signed by the Shareholder or the Shareholder’s attorney duly authorised in writing or, if the Shareholder is a company, in a manner permitted by the Corporations Act. The proxy may, but need not, be a Shareholder of the Company.

A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of the Company’s Shareholders or in the capacity of the Shareholder’s proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on that body corporate’s behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution.

VOTING ENTITLEMENT

For the purposes of determining entitlement to vote at the meeting, the Company’s shares will be taken to be held by the people registered as holders at 7:00 pm (Melbourne time) on 18 November 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

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TOLHURST GROUP LIMITED

ACN 007 870 760

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in Tolhurst Group Limited in connection with the business to be considered at the Annual General Meeting of Shareholders to be held at Level 29, 35 Collins Street, Melbourne, Victoria, 3000 on Tuesday 20 November 2007 at 3:00 pm (Melbourne time).

This Explanatory Memorandum forms part of the accompanying Notice of Annual General Meeting.

The purpose of this Explanatory Memorandum is to provide Shareholders with information which may be relevant to the resolutions to be put to Shareholders at the Meeting.

Details of the business to be considered at this Annual General Meeting are set out below.

ORDINARY BUSINESS

ANNUAL FINANCIAL REPORT

The first item of the Notice of Annual General Meeting deals with the presentation of the Company’s Annual Financial Report for the year ended 30 June 2007. Shareholders should consider this document and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item of business.

RESOLUTION 1. REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2007

During this item of business, Shareholders at the meeting may comment on and ask questions about the remuneration report which appears in the Tolhurst 2007 Annual Report.

Section 300A of the Corporations Act requires the Directors’ Report to contain a remuneration report containing information about the Board’s policy for determining the nature and amount of the remuneration of directors and senior management. The report must also explain the relationship between the remuneration policy and the Company’s performance.

Sections 250R(2) and 250R(3) of the Corporations Act provides that the vote on the adoption of the remuneration report is advisory only and does not bind the Directors or the Company.

RESOLUTION 2. ELECTION OF NON–EXECUTIVE DIRECTOR MR G BUNDY

It is a requirement under Rule 58.1 of the Company’s Constitution that one third of the directors must retire from office. Mr M Wigzell retires from the Board under this rule.

With the recent acquisition of InterFinancial and the proposed acquisition of ComCorp, the Company has reviewed the composition of its Board and the future balance of executive directors, non-executive directors, independent directors and non-independent directors. As

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a part of this review the Company has decided to change the composition of the board. Consequently Mr Wigzell, who is an executive director, will not stand for re-election.

Mr Wigzell will remain the national Head of Retail Broking. He has over 26 years experience in all aspects of stockbroking and joined the Tolhurst group in 1996.

He is a member of the Australian Institute of Company Directors and is a member of the Retail Broking Committee of the Securities and Derivatives Industry Association. Matthew is currently and will remain a director of Tolhurst Ltd, a subsidiary of the Company, which operates the stock broking operations of the Tolhurst group. Matthew is a director and shareholder of Morshead Pty Ltd which has a contract to provide stock-broking services to Tolhurst Ltd.

The Tolhurst board wishes to recognise Mr Wigzell for his contribution as a Board member over the past two and a half years and the Board look forward to his continued valuable contribution as a senior executive of the Tolhurst group.

Mr G Bundy was appointed to the Board of Tolhurst as a non-executive director on 1 August 2007 following the acquisition of InterFinancial by Tolhurst. It is a requirement under Rule 47 of the Company’s Constitution that a director who is appointed by the Board of the Company must retire from office at the next Annual General Meeting. Accordingly, Mr G Bundy stands down and offers himself for election.

Mr G Bundy has been a prominent participant in various companies and investment markets for over 20 years. Greg began his career at Merrill Lynch where he was employed for 18 years, assuming various senior management positions throughout the company’s worldwide offices. These positions include Vice Chairman of the Asia Pacific Australia Region; Chief Operating Officer of Merrill Lynch Investment Managers (MLIM) Princeton, USA; Chief Executive Officer of Merrill Lynch Australia, Sydney/Melbourne; Managing Director of Merrill Lynch International Equities, New York and Managing Director of Merrill Lynch Equity Division, Tokyo, Japan.

Mr G Bundy serves on the board of Peptech Limited, one of Australia leading biotech companies and is a director of Contango Capital Partners Limited. He was invited to join the Board of Tolhurst upon the completion of the acquisition of InterFinancial and is a member of the Audit & Risk Committee of the Company.

The remaining Directors (other than Mr G Bundy) recommend to Shareholders that Mr G Bundy be elected as a director of the Company.

SPECIAL BUSINESS

RESOLUTION 3. APPROVAL BY SHAREHOLDERS TO THE ISSUE OF SHARES AS PART CONSIDERATION FOR THE ACQUISITION OF COMCORP

1. Summary of resolution

• 1.1 Approval of issue to ComCorp Shareholders

On 12 June 2007, Tolhurst announced to ASX that it had agreed to acquire all of the issued capital of ComCorp ( Acquisition ). Part of the consideration for the Acquisition is to be satisfied by the issue to ComCorp Shareholders of the Scrip Component (defined below).

In summary, ASX Listing Rule 7.1 requires a company not to issue or agree to issue more than 15% of its capital in a 12 month period without shareholder approval.

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The issue of the Scrip Component will cause Tolhurst to have issued, or agreed to issue, greater than 15% of its capital in a 12 month period. Accordingly, the Company requires the approval of its Shareholders (in accordance with ASX Listing Rule 7.1).

Accordingly, the purpose of this resolution is to seek Shareholder approval for the issue of the Scrip Component as part consideration for the Acquisition, and will have the effect that the Shares comprising the Scrip Component will not be included when determining whether any future issues of securities by Tolhurst are within this 15% limit.

2. Overview of proposed Acquisition

• 2.1 Since the announcement of the Acquisition to ASX, Tolhurst has entered into a formal Share Purchase Agreement with the ComCorp Shareholders, whereby it will pay a cash sum of $15,635,000 (subject to adjustment for movements in the net assets of ComCorp) ( Cash Component ) and issue up to 31,270,000 fully paid ordinary shares in Tolhurst ( Scrip Component ) to the ComCorp Shareholders as consideration for the Acquisition. The Acquisition is conditional upon Shareholders approving the issue of the Scrip Component to the ComCorp Shareholders.

The Cash Component of the Acquisition will be financed by way of bank debt and existing cash resources of the Company.

On completion of the Acquisition, the Tolhurst Board will extend an invitation to Mr Allyn Chant, the current Executive Vice-Chairman and major shareholder of ComCorp, to join the Tolhurst Board. Mr Chant will continue as Managing Director of ComCorp following completion of the Acquisition.

Completion of the Acquisition is scheduled for 21 November 2007.

• 2.2 Tolhurst will pay the Cash Component in 2 instalments and issue the Scrip Component in 3 allotments to ComCorp Shareholders as follows:

• (1) 75% of the Cash Component (ie $11,726,250) will be paid on completion of the Acquisition. Interest is also payable on this amount from 7 November 2007 at the rate of 6.75% per annum until completion of the Acquisition;

• (2) following finalisation of the completion accounts for the Acquisition, 14,730,000 Shares will be issued to the ComCorp Shareholders ( First Allotment ) and the balance of the Cash Component will be paid;

• (3) 24 months after completion of the Acquisition, up to 8,270,000 Shares will be issued to the ComCorp Shareholders ( Second Allotment ) (subject to the adjustments described in section 2.4 below); and

• (4) 36 months after completion of the Acquisition, up to 8,270,000 Shares will be issued to the ComCorp Shareholders ( Third Allotment ) (subject to the adjustments described in section 2.4 below).

No ComCorp Shareholders will, through the issue of the Scrip Component, acquire a holding of 20% or more in the issued capital of Tolhurst.

If Shareholders approve the resolution to allow the issue of the Scrip Component to the ComCorp Shareholders, it is anticipated that the Acquisition will complete on 21 November 2007.

• 2.3 The First Allotment will be subject to voluntary escrow for a period of 24 months from the date of completion of the Acquisition.

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• 2.4 The quantum of the Second and Third Allotments is subject to adjustment in specific circumstances. Any adjustment can only decrease the number of Shares to be allotted in the Second and Third Allotments. Accordingly, no more than 8,270,000 Shares will be issued in each of the Second and Third Allotments.

The Second and Third Allotments may be reduced in the following circumstances:

• (1) if ComCorp fails to meet targets for EBIT of $6.5 million in aggregate for the 12 month period ending on the first anniversary of the Acquisition date and the 12 month period ending on the second anniversary of the Acquisition date, as adjusted for the EBIT impact ComCorp may have on specific Tolhurst business activities, the Second and Third Allotments, in total, will be reduced by 8 Shares for every $1 that the aggregate EBIT is below this target. The Acquisition date for the purposes of this calculation is 31 October 2007;

• (2) if Mr Allyn Chant, the Chief Executive of ComCorp, ceases employment (other than in certain permitted circumstances) with ComCorp prior to:

• (a) the second anniversary of the date of completion of the Acquisition, the Second and Third Allotments, in total, will be reduced by 15,635,000 Shares; or

• (b) the third anniversary of (but on or after the second anniversary of) the date of completion of the Acquisition, the Third Allotment will be reduced by 7,817,000 Shares; and

• (3) if there is a warranty claim by Tolhurst under the Share Purchase Agreement against the ComCorp Shareholders, the claim must be offset against the Second and Third Allotments.

The Third Allotment may also be reduced by the amount that any reduction in the number of Shares to be issued under the Second Allotment exceeds 8,270,000.

• 2.5 The Second and Third Allotments will not be subject to any voluntary escrow restrictions.

• 2.6 As part of the Acquisition, 7.5 million options under the Tolhurst Group Limited Employee Option Plan will be issued to 6 executives of ComCorp including Mr A Chant who will receive 7,122,600 options.

The options will have an exercise price of $0.50 and will vest over various dates starting in July 2008. The options to be issued to Mr A. Chant vest progressively over 3 years on the 2[nd] , 3[rd] and 4[th] anniversaries of completion of the Acquisition.

Unvested options automatically lapse on termination of employment and vested options must be exercised within 30 days of termination of employment otherwise they also lapse. All unexercised options expire on the 5[th] anniversary of completion of the Acquisition.

3.

Explanation of reasons for Acquisition

• 3.1 At the last Annual General Meeting, Tolhurst advised that it was actively pursuing potential investment opportunities that would grow and broaden the Company’s revenue base and that were also earnings accretive. This strategy has already resulted in the recent acquisition of InterFinancial, a corporate advisory and

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investment group. The proposed acquisition of ComCorp is a further significant step in the Tolhurst expansion and diversification strategy

• 3.2 The Acquisition reflects Tolhurst’s strategic vision to further expand and strengthen its wealth management activities and will increase the opportunity for Tolhurst to develop and distribute its own financial products by providing access to ComCorp’s network of financial advisers. It is another step in advancing our strategy of making Tolhurst a leading independent investment house in Australia.

• 3.3 The Acquisition is also consistent with Tolhurst’s strategic objective of growing and diversifying its revenue base and increasing cash earnings per share. The Acquisition is expected to be cash earnings per share accretive in the first full year of operation.

• 3.4 The Acquisition will be a transforming acquisition for Tolhurst as it will not only enhance earnings but will also broaden the revenue profile and increase the stability of its earnings. Tolhurst’s current revenues which are largely transaction based will be balanced by ComCorp’s annuity style income from its financial planning and wealth management business.

• 3.5 ComCorp is a long-established independent financial planning group and currently has approximately $1.5 billion of funds under advice, management and administration and forecast revenues for the 2008 financial year in excess of $12m.

• 3.6 The decision to use a Scrip Component as part of the consideration for the Acquisition is driven by the nature and style of the Tolhurst and ComCorp businesses. Tolhurst and ComCorp operate in the financial services sector and by their nature rely on revenue streams generated by their reputation in the industry, by key employees and from client relationships.

The Scrip Component and the issue of the options are designed to ensure the ComCorp Shareholders and key executives of ComCorp have ongoing interests that are aligned with those of the Shareholders. The escrow arrangements on the First Allotment and the timing of and conditions attached to the Second and Third Allotments assist Tolhurst and its Shareholders to ensure that ComCorp’s earnings are maintained following completion of the Acquisition and that, accordingly, an appropriate earnings multiple is paid for the ComCorp business.

4. Effect of the issue of the Scrip Component on Tolhurst

• 4.1 Set out below are 3 pro forma balance sheets ( Balance Sheets ) of Tolhurst reflecting the recent acquisition of InterFinancial, the recently completed Rights Issue, the successful completion of the Acquisition in November 2007 and the Share issues under the associated share allotments. The Balance Sheets are based on Tolhurst’s balance sheet as at 30 June 2007 and as contained in the audited financial statements in the Tolhurst Annual Report for the year ended 30 June 2007.

• 4.2 Tolhurst’s 30 June 2007 audited financial statements have been prepared in accordance with Corporations Act, the Corporations Regulations 2001, applicable accounting standards and other mandatory financial reporting requirements in Australia.

• 4.3 The pro forma “A” Balance Sheet reflects the impact of the recent acquisition of InterFinancial and the issue of shares to the underwriters of the recent Rights Issue as if they had both occurred on 30 June 2007. It includes:

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• the initial purchase of InterFinancial for $12,147,000, comprising net tangible assets of $1,657,000 and intangible assets of $10,490,000. This includes a Net Asset purchase adjustment of $1,147,000;

• the issue of 6,000,000 shares at a nominal issue price of $0.50 per Share under the initial allotment of shares to the vendors of InterFinancial as part of the consideration above; and

• the issue of 4,832,619 Shares allotted to the underwriters who took up the shortfall under the Rights Issue at an issue price of $0.50 per Share and the net proceeds of this allotment of $2,216,309 after deducting total transaction costs (the 30 June 2007 balance sheet already includes the proceeds from 9,219,636 shares at an issue price of $0.50 per share issued pursuant to the Rights Issue as these proceeds were received prior to 30 June 2007).

• 4.4 The pro forma “B” Balance Sheet reflects the pro forma “A” Balance Sheet as well as the impact of the Acquisition as if it had occurred at 30 June 2007. It includes:

• the initial purchase of ComCorp for $23,000,000, comprising net assets of approximately $300,000 and intangible assets of approximately $22,700,000;

• the issue of 14,730,000 Shares at a nominal issue price of $0.50 per Share under the First Allotment; and

• new borrowings of $15,635,000 required to fund the Cash Component of the Acquisition.

• 4.5 The pro forma “C” Balance Sheet reflects the pro forma “B” Balance Sheet as well as the impact of the Second and Third Allotments as if they had occurred on 30 June 2007. It includes:

• the issue of 16,540,000 Shares at a nominal issue price of $0.50 per Share under the Second and Third Allotments being the balance of the consideration for the Acquisition under the deferred settlement arrangements, assuming all performance targets and personnel retention conditions are met;

• an increase in intangible assets of $8,270,000, being the balance sheet impact of the Second and Third Allotments;

• the issue of 15,500,000 Shares at a nominal issue price of $0.50 per Share being the balance of the consideration for the acquisition of InterFinancial under the relevant deferred settlement arrangements, assuming all performance targets and personnel retention conditions in relation to the InterFinancial acquisition agreement are met; and

• an increase in intangible assets of $7,750,000, being the balance sheet impact of the deferred settlement on the InterFinancial acquisition.

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CONSOLIDATED BALANCE SHEET	Note	30 June 2007 $	PRO FORMA “A” Initial InterFinancial acquisition and shares issued to underwriters of the Rights Issue 30 June 2007 $	PRO FORMA “B” With First Allotment, initial Interfinancial acquisition and shares issue to underwriters of the Rights Issue 30 June 2007 $	PRO FORMA “C” With First, Second and Third Allotments, full Interfinancial acquisition and shares issued to underwriters of the Rights Issue 30 June 2007 $
Current Assets
Cash at bank	1	14,357,305	9,280,778	10,224,636	10,224,636
Cash in Trust accounts		9,692,514	9,692,514	9,692,514	9,692,514
Trade & other receivables		74,811,013	76,764,897	78,106,065	78,106,065
Other Current Assets		445,893	445,893	476,534	476,534
Financial Assets		3,732,959	3,732,959	3,732,959	3,732,959
Total Current Assets		103,039,684	99,917,041	102,232,708	102,232,708

Non - Current Assets
Financial assets		842,000	847,011	847,013	847,013
Investments accounted for using the equity method		56,388	56,388	56,388	56,388
Property, plant & equipment		1,922,546	2,127,181	2,262,660	2,262,660
Deferred tax assets		1,845,817	2,030,159	2,113,378	2,113,378
Intangible assets		746,342	11,236,342	34,278,841	50,298,841
Other non-current assets		136,836	136,836	136,836	136,836
Total Non-current Assets		5,549,929	16,433,917	39,695,116	55,715,116
Total Assets		108,589,613	116,350,958	141,927,824	157,947,824
Current Liabilities
Trade & other payables		80,118,469	82,032,800	84,310,752	84,310,752
Short-term borrowings		2,260,300	2,358,807	2,380,205	2,380,205

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Current tax liabilities		1,169,210	1,460,174	1,549,541	1,546,541
Total Current Liabilities		83,547,979	85,851,781	88,240,498	88,240,498
Non-current Liabilities
Long-term borrowings		1,093,622	1,216,572	16,902,791	16,902,791
Deferred tax liabilities		247,139	247,139	247,139	247,139
Long-term provisions		496,968	615,252	752,182	752,182
Total Non-current Liabilities		1,837,729	2,078,963	17,902,112	17,902,112
Total Liabilities		85,385,708	87,930,744	106,142,610	106,142,610
Net Assets		23,203,905	28,420,214	35,785,214	51,805,214
Equity
Issued capital	2	29,334,238	34,550,547	41,915,547	57,935,547
Accumulated losses		(7,075,720)	(7,075,720)	(7,075,720)	(7,075,720)
Other reserves		945,387	945,387	945,387	945,387
Total Equity		23,203,905	28,420,214	35,785,214	51,805,214

Note 1 Cash & Cash Assets	$
Balance 30 June 2007 per full year report	14,357,305
Net proceeds of allotment of 4,832,619 shares to underwriters per the Rights Issue	2,216,309
Less cash consideration for the initial acquisition of InterFinancial	(8,000,000)
Plus net cash on InterFinancial balance sheet	707,164
Balance per Pro Forma “A” Report	9,280,778
Plus cash on ComCorp balance sheet	943,858
Balance per Pro Forma “B” & “C” Report	10,224,636

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	$
Note 2 Issued Capital
Balance 30 June 2007 per full year report	29,334,238
Net proceeds of allotment of 4,832,619 shares to underwriters per the Rights Issue	2,216,309
New Shares issued for the initial acquisition of InterFinancial – 6 million shares at 50 cents	3,000,000
Balance per Pro-Forma “A” Report	34,550,547
New Shares issued for First Allotment – 14.73 million shares at 50 cents	7,365,000
Balance per Pro-Forma “B” Report	41,915,547
New Shares issued for Second and Third Allotments – 16.54 million shares at 50 cents	8,270,000
New Shares issued for the balance of the acquisition of InterFinancial – 15.5 million shares at 50 cents	7,750,000
Balance per Pro-Forma “C” Report	57,935,547

5. Resolution: Issue of Shares as part consideration for the acquisition of ComCorp

• 5.1 ASX Listing Rule 7.1 provides that a company may not issue, or agree to issue, equity securities without the approval of shareholders if that issue would mean that the number of equity securities issued or agreed to be issued by the company in the preceding 12 month period exceeds 15% of the total number of equity securities of the company on issue 12 months earlier.

• 5.2 The number of equity securities to be agreed to be issued by Tolhurst under the Scrip Component of the Acquisition in isolation exceeds 15% of Tolhurst's equity securities on issue 12 months prior. Therefore, the issues to ComCorp Shareholders cannot be made without the approval of Shareholders.

Although the Second and Third Allotments will not be issued prior to 31 October 2009 and 31 October 2010 respectively, as ASX Listing Rule 7.1 relates to the securities “issued, or agreed to be issued”, the Second and Third Allotments will count for the purposes of calculations under ASX Listing Rule 7.1.

Additionally, Tolhurst wishes to maintain the maximum flexibility it can to raise capital in the future, and accordingly, wishes to “freshen up” its ability to issue equity securities without the need to obtain further approval from Shareholders.

• 5.3 In order for Tolhurst to ensure it can make the proposed issues described in section 2.2 above without risk of contravention of ASX Listing Rule 7.1, and to maintain maximum flexibility to raise capital in the future, Tolhurst needs to obtain the approval of Shareholders to issue the Scrip Component.

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• 5.4 Set out below is the information that, under ASX Listing Rule 7.3, must be provided to Shareholders in order for them to approve the issue (and therefore the resolution):

• (1) the maximum number of Shares which Tolhurst will issue if the resolution is passed is 31,270,000;

• (2) the Shares will be issued as follows:

  • (a) with regard to the First Allotment, following finalisation of the completion accounts for the Acquisition, and in any event, no later than 3 months after the date of the Annual General Meeting;

  • (b) with regard to the Second Allotment, 24 months after completion of the Acquisition or finalisation of the requisite accounts (whichever is later); and

  • (c) with regard to the Third Allotment, 36 months after completion of the Acquisition.

All Shares will be allotted by no later than 31 December 2010:

• (3)

• the nominal issue price for the Shares is $0.50 per Share;

• (4) the names of the ComCorp Shareholders as vendors under the Share Purchase Agreement are SGE Credit Union Limited, Coastline Credit Union Limited, Bananacoast Community Credit Union Limited, D. Lutz and J. Lutz, Cint Pty Limited, D. Davies, S.S. Skirving, D. Dwyer, T.J. Mullard and J.A. Mullard, Hillside Financial Services Pty Ltd, Torenta Pty Ltd, Brown, Macaulay &Warren Financial Services Pty Ltd, M.A. White, S.T. Dean, Halva Holdings Pty Ltd, T. White and C. White, J. Mackenzie, A. Chant, T. Phrakhun, G.M. Lemon and J (Tony) Dodd;

• (5) the terms on which the Shares are to be issued are as set out in Tolhurst’s constitution and are the same as the terms of issue of all other ordinary shares in the issued capital of Tolhurst. From issue, the Shares will rank equally in all respects with the other ordinary shares on issue but will not participate in the recently declared dividend of 1.3 cents per Share;

• (6) the use (or intended use) of the funds raised by reason of the issue of these Shares is as part consideration for the Acquisition; and

• (7) the allotment of the Shares will occur on the date they are issued.

All Directors unanimously recommend that Shareholders vote in favour of this resolution.

5.5 ASIC modification

To facilitate the Acquisition, Tolhurst has sought a modification from ASIC to the application of section 609 of the Corporations Act to the shares comprising the First Allotment.

The First Allotment amounts to approximately 9.8% of the issued capital of Tolhurst and will be subject to certain escrow restrictions. By virtue of section 609 of the Corporations Act, these restrictions will result in Tolhurst having a relevant interest in

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those shares comprising the First Allotment. In addition to this, due to certain escrow restrictions already in place over shares recently issued as part consideration for the acquisition of InterFinancial, Tolhurst also has a relevant interest in 6,000,000 shares amounting to approximately 4.4% of the current issued capital of Tolhurst. Consequently, by virtue of entering into the escrow agreements, Tolhurst will acquire voting power of approximately 13.8% in itself.

Similarly, the entry into the escrow arrangements could also result in Daptha Pty Ltd’s relevant interest in Tolhurst (which would nominally decrease as a result of the allotment of new shares) temporarily increasing by approximately 11.5% for the duration of the escrow period. Daptha Pty Ltd is a company associated with Mr D. Browne and Mr P. T. Reilly and currently holds approximately 23.4% of the issued capital of Tolhurst. If the escrowed shares are included, Daptha Pty Ltd’s relevant interest in Tolhurst shares would increase to a maximum of approximately 34.9%. Consequently, Tolhurst has sought a modification from ASIC to the application of section 609 of the Corporations Act such that Tolhurst and Daptha Pty Ltd will not be considered to have a relevant interest in those shares comprising the First Allotment. ASIC has in principle agreed to grant the modification sought by the Company.

5.6 Voting Exclusion Statement

In accordance with the ASX Listing Rules, Tolhurst will disregard any votes cast on Resolution 3 by the ComCorp Shareholders or any associates of the ComCorp Shareholders.

However, Tolhurst 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

• 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.

6. RESOLUTION 4. REMUNERATION OF EXECUTIVE CHAIRMAN

ASX Listing Rule 10.14 requires that the Company must obtain shareholder approval before the Company can issue equity securities under an employee incentive scheme to a Director of the Company or an associate of a Director of the Company.

The Company wishes to reward its executives based on their contribution to the Company’s profitability and performance with a bonus payable where the executive achieves stipulated performance hurdles.

In the case of Mr D Browne, the Executive Chairman, the performance hurdles is that the volume weighted average share price of the Company in the month of June 2008 must exceed $0.60. In respect of the financial year ending 30 June 2008 and in the event that a bonus is payable, the Company seeks the flexibility to make payment of the bonus (or part of it) by way of a grant of up to one million options to acquire an equivalent number of ordinary shares, one third of which will vest immediately, one third of which will vest on 30 June 2009 provided the volume weighted average share price of the Company for the month of June 2009 exceeds $0.60 and one third of which will vest on 30 June 2010 provided that the volume weighted average share price of the Company for the month of June 2010 exceeds $0.60. After vesting, the options will be exercisable up to 31 December 2010. The options will be granted under the Tolhurst Group Limited Employee Option Plan ( Plan ).

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As required by ASX Listing Rule 10.15:

• (1) Mr D Browne is a Director of the Company;

• (2) the maximum amount of options that may be allocated to Mr D Browne is 1,000,000;

• (3) the options will be granted on a pro-rata basis in place of the cash bonus payment which would otherwise be paid to Mr D Browne. The exercise price of the options will be $0.60;

• (4) no-one referred to under ASX Listing Rule 10.14 has received options under the bonus scheme since the last approval other than Mr M Wigzell who received 400,000 options as approved at the last Annual General Meeting;

• (5) all directors of the Company are eligible to participate in the Plan but none of the non-executive directors of Tolhurst is a participant in the Plan. Issues under the Plan cannot be made to directors without first obtaining Shareholder approval;

• (6) if Resolution 4 in the Notice of Annual General Meeting is passed by the Shareholders, then Mr D Browne will be entitled to participate in the Plan. Shareholder approval must first be obtained prior to any issue of options to Executive Directors under the Plan; and

• (7) the options under the Plan will be granted by 30 September 2008.

The Directors (other than Mr D Browne) recommend that Shareholders vote in favour of this resolution.

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on Resolution 4 by the Directors or any associate of the Directors.

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

• 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.

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DEFINITIONS

Unless the context requires otherwise, the following words shall have the following meanings in this Notice of Meeting and Explanatory Memorandum:

• (1) Acquisition means the proposed acquisition by Tolhurst of all of the issued share capital in ComCorp.

• (2) ASX means ASX Limited.

• (3) ASX Listing Rule means a listing rule of ASX as amended or waived.

• (4) Board means the board of Directors.

• (5) Cash Component means the amount of $15,635,000 to be paid to the ComCorp Shareholders as part consideration for the Acquisition.

• (6) ComCorp means Community and Corporate Financial Services Pty Ltd ACN 079 121 136.

• (7) ComCorp Shareholders means the shareholders of ComCorp and the vendors under the Share Purchase Agreement.

• (8) Company or Tolhurst means Tolhurst Group Limited ACN 007 870 760.

• (9) Corporations Act means Corporations Act 2001 (Cth).

• (10) Directors means the directors of Tolhurst.

• (11)

• EBIT means earning before interest and tax.

• (12) Explanatory Memorandum means this explanatory memorandum and any schedules or annexures to it.

• (13) Financial Year means a year commencing on 1 July and ending on 30 June.

• (14) First Allotment means the initial allotment of the Scrip Component as described in section 2.2(2).

• (15) InterFinancial means InterFinancial Holdings Pty Ltd.

• (16) Meeting means the Annual General Meeting of Shareholders convened by this Notice of Meeting.

• (17) Notice of Meeting means, unless the context requires otherwise, this document which comprises the Tolhurst Notice of Annual General Meeting to be held at Level 29, 35 Collins Street Melbourne 3000 at 3:00 pm (Melbourne time) on Tuesday 20 November 2007 and the Explanatory Memorandum.

• (18) Rights Issue means the non-renounceable rights issue carried out by Tolhurst for the purpose of raising funds for the payment of the cash component in respect to the acquisition of InterFinancial.

• (19) Scrip Component means the Shares to be issued to the ComCorp Shareholders as part consideration for the Acquisition, being the First Allotment, Second Allotment and Third Allotment.

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• (20) Second Allotment means the second allotment of Shares as described in section 2.2(3).

• (21) Share means a fully paid ordinary share in the capital of Tolhurst.

• (22) Shareholder means a shareholder in Tolhurst.

• (23) Share Purchase Agreement means the agreement dated 18 October 2007 entered into by Tolhurst and the ComCorp Shareholders for the acquisition by Tolhurst of all of the issued capital of ComCorp.

• (24) Third Allotment means the third allotment of Shares as described in section 2.2(4).

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Proxy form - page 1 of 3

Tolhurst Group Limited

ABN 50 007 870 760 PROXY FORM

The Company Secretary Tolhurst Group Limited Level 29, 35 Collins Street MELBOURNE VIC 3000

Facsimile: +61 3 9655 7250

I/We_____________

of _____________

being a member/(s) of Tolhurst Group Limited (the " Company "),

hereby appoint ______________

of ______________

or in his/her absence_____________

of ______________

or, in the absence of those persons or if no person is nominated, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Level 29, 35 Collins Street, Melbourne, Victoria, 3000 on Tuesday 20 November 2007 and at any adjournment of that meeting.

If you wish to indicate how your proxy is to vote, please tick the appropriate boxes below. Where the Chairman is appointed your proxy, he intends to vote all undirected proxies in favour of each resolution.

In relation to resolution 4, if the Chairman 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 that resolution, please place a mark in the box next to the statement “ If you do not wish to direct ” your proxy how to vote, please place a mark in this box .

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and that votes cast by the Chairman for this resolution other than as a proxy holder 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 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.

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Proxy form – page 2 of 3

I/We direct my/our proxy to vote as indicated below:

FOR AGAINST ABSTAIN ORDINARY BUSINESS 1. Remuneration Report Year Ended 30 June 2007 � � � 2. Election of Mr G Bundy � � � 3. Issue of shares to acquire ComCorp � � � 4. Grant of Options to Executive Chairman � � � OR If you do not wish to direct your proxy how to vote on resolution 4, please place a mark in this box �

As witness my/our hand/s this day of 2007

If a natural person:

SIGNED by:

___ _____ Signature Signature (if joint holder)

If a company:

Executed by in accordance with section 127 of the Corporations Act 2001:

Signature of Director Signature of Director/Secretary

Name of director (BLOCK LETTERS)

Name of director/secretary (BLOCK LETTERS)

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Proxy form – page 3 of 3

If by power of attorney:

SIGNED for and on behalf of by under a Power of Attorney dated and who declares that he/she has not received any revocation of such Power of Attorney in the presence of :

Signature of Attorney Signature of Witness

Notes:

Shareholders entitled to attend and vote at the Annual General Meeting are entitled to appoint a proxy. The proxy may be an individual or a body corporate.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes such proxy may exercise, each proxy may exercise half of the votes disregarding fractions.

For an appointment of proxy to be valid, the form appointing the proxy and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority) must be received at or sent by facsimile transmission to the registered office of the Company at Level 29, 35 Collins Street Melbourne, Victoria, 3000 or facsimile number (+61 3) 9655 7250, at least 48 hours prior to the meeting or adjourned meeting, as the case may be, at which the proxy named in the proxy form proposes to vote.

A proxy must be signed by the Shareholder or the Shareholder’s attorney duly authorised in writing or, if the Shareholder is a company, in a manner permitted by the Corporations Act. The proxy may, but need not, be a Shareholder of the Company.

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