First Graphene Ltd. — Major Shareholding Notification 2003

Nov 5, 2003

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

TNL

6 November 2003

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

Dear Sir/Madam,

TOLHURST NOALL GROUP LTD

ASIC Form 604 - Notice of change of interests of substantial holder

Following is a copy of ASIC Form 604 in relation to an investment by Roger Basil Coombes in Tolhurst Noall Group Ltd.

The original of the form has been sent to the Company.

Yours faithfully,

CRAIG GRAHAM-SMITH Company Secretary

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	TOLHURST NOALL GROUP LTD
ACN/ARSN	007 870 760

1. Details of substantial holder(1)

Name	BASIL ROGER	COOMBES
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	29/0.2003
The previous notice was given to the company on The previous notice was dated	17/9/2001 171912001

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now r

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes!	Voting power (5)
ORDINARY	រវា ! ۰ю	15.182

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the
substantial holder was last required to give

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
ا 9 ھ	$110/03$ R.B. COOMBES SOLD SHARES		449381.29	236653	1.152

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
		R-B. COOMBES ROGER BASIL COOMBES ROGER BASIL COOMBES DIRECT		9.930355
				ORPINARY

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and Jlicable) AUN/ARSN _________	Nature issociation _________
.	.
-------

6. Addresses

The addresses of persons named in this form are as follows:

w Lanas Maaaaa aaaaaaaaaaaaaaaaaa mamma Name
ROGER BASIL COOMES	ST.HELENS ROAD, HAUTHORN EAST, VIC 2/23
TOLHURST NOALL GROUP LTD	29 35 COLLINS FT. MELBOURNE VIC.

Signature

print name ROGER BASIL COOMBES	cadacity
sign here ومصهم	date $6/M / 03$

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an $\left{ 1\right}$ equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to the form as a specifically named group if the membersh form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $\left(3\right)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• ${^{(5)}}$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (6) Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any 樹 document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or
  arrangement, must accompany this form, together with a written statement c
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to Ô) which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom e entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. 9)