First Graphene Ltd. — Director's Dealing 2008

Jul 30, 2008

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30 July 2008

ASX Limited Rialto South Tower 525 Collins St Melbourne 3000

Attention: James Gerraty

Dear Sir

TOLHURST GROUP LIMITED – APPENDIX 3Y – CHANGE OF DIRECTOR’S INTEREST NOTICE

I refer to the above and your letter of 28 July 2008 in relation thereto.

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In order of the questions raised in your letter, I advise as follows:

1. the Appendix 3Y was lodged late as a result of an oversight by Tolhurst’s Company Secretarial Department in not issuing an Appendix 3Y consequent to the Director’s request for approval of the transaction and notification of its settlement in accordance with Tolhurst’s policy. Specifically, the Director sought approval from Tolhurst on 13[th] March 2008 for the proposed transaction and was subsequently advised by Tolhurst on the morning of 14[th] of March 2008 that the Executive chairman had authorised the transaction. The Director then proceeded to execute the transaction and immediately provided Tolhurst with written details of the share trade. Tolhurst provided the Director with a written acknowledgement of the executed transaction on 14[th] March and confirmed that Tolhurst would disclose the details of the transaction to the market as required;

2. the arrangements that Tolhurst has in place with its Directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A are as follows:

   • all transactions by Directors in Tolhurst shares must be approved by the Executive Chairman or his delegate. The monthly Company Secretarial Board Report includes an update on Director transactions in Tolhurst shares which have occurred during the previous month; and

   • On receipt of confirmation of settlement of a transaction in Tolhurst’s shares from the Director, Tolhurst’s Company Secretarial Department issues an Appendix 3Y

3. Tolhurst considers that its current arrangements are adequate and being enforced to ensure compliance with listing rule 3.19B. The late lodgement was a result of oversight by the Company Secretarial Department rather than inadequate arrangements being in place in relation to disclosure of information by the Director required to enable issue of an Appendix 3Y.

Tolhurst’s policies and procedures reflect its commitment to ensure full compliance with all listing rules. Unfortunately in this instance an administrative oversight has resulted in late lodgement. The importance of strict adherence to Tolhurst’s policies and procedures has been reinforced to Company Secretarial Department staff.

Please contact me if you wish to discuss any of the above.

Your’s faithfully

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David Fotheringham

COMPANY SECRETARY

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28 July 2008

Mr David Fotheringham Company Secretary Tolhurst Group Limited Level 15, 333 Collins Street MELBOURNE VIC 3000

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ASX Limited ABN 98 008 624 691 Level 45 Rialto South Tower 525 Collins Street Melbourne VIC 3000

GPO Box 1784Q Melbourne VIC 3001

Telephone 61 (03) 9617 7842 Facsimile 61 (03) 9614 0303 Internet http://www.asx.com.au

Dear David

Tolhurst Group 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 22 July 2008 for David Taylor.

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.

1. 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

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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.

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.

As the Appendix 3Y indicated that changes in the director’s relevant interests occurred on 19 March 2008, it appears that there may have been a breach by the Company of listing rules 3.19A and/or 3.19B. It also appears that there may have been a breach of S205G of the Corporations Act by the director concerned.

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 or by facsimile on facsimile number (03) 9614 0303. 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, 31 July 2008.

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 must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours faithfully,

Sent electronically without signature

James Gerraty Manager Issuers, Melbourne

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