First Graphene Ltd. — Proxy Solicitation & Information Statement 2003

Sep 2, 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

3 September 2003

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

Dear Sir/Madam.

TOLHURST NOALL GROUP LTD

Notice of General Meeting and Explanatory Notes

The attached notice has been mailed to the shareholders of Tolhurst Noall Group Ltd today.

Yours faithfully,

CRAIG GRAHAM-SMITH Company Secretary

Notice of general meeting and explanatory notes

Tolhurst Noall Group Ltd ABN 50 007 870 760

Date:	Monday 6 October 2003
Time: 10:00am
	Place: Level 29, 35 Collins Street, Melbourne, VIC 3000

Notice is given that a general meeting of shareholders of Tolhurst Noall Group Ltd (TNL or Company) will be held at Level 29, 35 Collins Street Melbourne VIC at 10:00am on Monday 6 October 2003.

Business

$1₁$ Approval of issue of shares at 25 cents per share to Balgreggan Financial Investments Limited

To consider, and if thought fit, to pass the following as a special resolution:

That, for the purpose of Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited, members approve the issue by the Company of 1,040,000 fully paid ordinary shares in the capital of the Company at an issue price of 25 cents per share to Balgreggan Financial Investments Limited (BFIL).

$\mathcal{P}$ Approval of issue of shares at 4 cents per share to Balgreggan Financial Investments Limited

To consider, and if thought fit, to pass the following as a special resolution:

That, for the purpose of Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited, members approve the issue by the Company of 4,200,000 fully paid ordinary shares in the capital of the Company at an issue price of 4 cents per share to BFIL.

3. Other business:

To transact any other business which may legally be brought before the meeting.

DATED 3 September 2003

BY ORDER OF THE BOARD

....................................... Craig Graham-Smith Company Secretary

Voting

TNL has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), TNL's shares quoted on Australian Stock Exchange Limited at 10:00am on 4 October 2003, will be taken, for the purposes of the general meeting, to be held by the persons who held them at that time. Accordingly those persons are entitled to attend and vote at the meeting.

Proxies

• A shareholder who is entitled to attend and vote at the meeting may appoint up to two proxies to attend and vote on behalf of that shareholder. If you require an additional proxy form, please contact the Company on (03) 9242 4000.
• If a shareholder appoints two proxies, the appointment of the proxies may specify the proportion or the number of that shareholder's votes that each proxy may exercise. If the appointment does not so specify, each proxy may exercise half of the votes. Fractions of votes will be disregarded.
• Where a shareholder appoints more than one proxy, neither proxy is entitled to vote on a show of hands.
• A proxy need not be a shareholder of TNL.
• To be effective, TNL must receive the completed proxy form and, if the form is signed by the shareholder's attorney, the authority under which the proxy form is signed (or a certified copy of the authority) by no later than 10:00am on Saturday 4 October 2003.
• Proxies may be lodged with TNL:
• by mail, to the Company Secretary, using the enclosed reply envelope to: ٠
  • Level 29, 35 Collins Street, Melbourne 3000.
• by facsimile:
  • $(03)$ 9242 4040
• by delivery to TNL's registered office Level 29, 35 Collins Street, Melbourne 3000.
• Proxies given by corporate shareholders must be executed in accordance with their constitutions, or signed by a duly authorised officer or attorney.
• A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.
• If a shareholder appoints the chairperson of the meeting as the shareholder's proxy and does not $\bullet$ specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for that shareholder, in favour of that item on a poll.

Voting Exclusion Statement

In accordance with the requirements of Rule 14.11 of the Listing Rules of Australian Stock Exchange Limited, TNL will disregard any votes cast in respect of resolutions 1 and 2 by:

• a person who is to receive securities in relation to TNL; and ×
• an associate of that person (or those persons). $\ddot{\phantom{a}}$

Accordingly, neither BFIL nor any associates of BFIL may vote on resolutions 1 and 2.

However, TNL need not disregard a vote if:

• $(a)$ it is cast by a person as proxy appointed in writing for a person entitled to vote, in accordance with the directions on the proxy form that specify how the proxy is to vote on the proposed resolution: or
• $(b)$ it is cast by a person chairing the meeting as proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Background

At the Company's annual general meeting on 15 November 2002, shareholders approved a resolution for:

• the issue to Balgreggan Financial Investments Limited (BFIL) of 4,000,000 fully paid ordinary $(a)$ shares in the capital of the Company at an issue price of 25 cents per share; and
• $(b)$ the grant to BFIL of 16,000,000 options each to subscribe for one fully paid ordinary share in the capital of the Company, on the terms and conditions set out in the notice of meeting distributed to shareholders prior to that meeting.

Subsequent to the passing of that resolution, and as announced to ASX, the Company has issued 2,160,000 fully paid ordinary shares to BFIL for a total subscription of \$540,000. TNL currently holds \$260,000 in its account for the issue of further shares to BFIL. No options have been issued to BFIL by TNL to date.

BFIL was originally to provide \$1,000,000 to TNL to subscribe for the shares referred to above. TNL and BFIL are in discussions in relation to the outstanding \$200,000 of the subscription. As part of those discussions. TNL has proposed to BFIL that BFIL subscribe for 4.200,000 fully paid ordinary shares in the Company in substitution for the options referred to in paragraph (b) above. As at the date of this notice of meeting. TNL is awaiting BFIL's response to this proposal. If the proposal is rejected by BFIL. resolution 2 will be withdrawn and shareholders will not be asked to vote on resolution 2.

Resolution 1

Under the approvals which were granted by shareholders at the AGM, the shares in the Company that were the subject of those approvals were required by the ASX Listing Rules to be issued to BFIL within three months of the date of the AGM. As this period has now expired, the Company is unable to issue shares to BFIL without a further approval of shareholders under Listing Rule 10.11. As stated above, TNL currently holds \$260,000 in its account for the issue of shares at 25 cents per share to BFIL.

Shareholders will recall that at the AGM, Andrew McDouall was appointed as a director of TNL. As a consequence of this appointment, and due to Mr McDouall's shareholding in and directorship of BFIL, BFIL is a related party of TNL. Consequently, approval of the proposed issue of shares is required under Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited. Listing Rule 10.11 prohibits TNL from issuing equity securities to a related party without the approval of shareholders of the Company by special resolution.

ASX Listing Rule 7.2 states that, if an issue of ordinary securities is made with the approval of shareholders under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

ASX Listing Rule 10.13

ASX Listing Rule 10.13 provides that the notice of meeting under Listing Rule 10.11 must include each of the following:

• the name of the person to whom the securities are to be issued: BFIL; $(a)$
• $(b)$ the number of securities to be issued to the person: 1,040,000 fully paid ordinary shares;

• the date by which the Company will issue the securities: the securities will be issued within one $(c)$ month of the date of the meeting:

• $(d)$ the issue price of securities and a statement of the terms of issue: the issue price of the fully paid ordinary shares will be 25 cents. The shares will be fully paid ordinary shares ranking equally in all respects with all other fully paid ordinary shares then on issue in the Company;

• a voting exclusion statement: this is set out in the notice of meeting; and $(e)$
• $(f)$ the intended use of the funds raised: the funds raised are intended to be used for working capital.

Resolution 2

As stated above, TNL has proposed that BFIL subscribe for 4,200,000 fully paid ordinary shares in the Company at 4 cents per share, the same price as proposed for the rights issue announced by the Company on 5 August 2003. These 4,200,000 new shares will not participate in the proposed rights issue. Again, as BFIL is a related party of TNL, approval of the proposed issue of shares is required under Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited.

ASX Listing Rule 7.2 states that, if an issue of ordinary securities is made with the approval of shareholders under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

ASX Listing Rule 10.13

ASX Listing Rule 10.13 provides that the notice of meeting under Listing Rule 10.11 must include each of the following:

• the name of the person to whom the securities are to be issued: BFIL; $(a)$
• $(b)$ the number of securities to be issued to the person: 4,200,000 fully paid ordinary shares;
• the date by which the Company will issue the securities: the securities will be issued within one $(c)$ month of the date of the meeting;
• $(d)$ the issue price of securities and a statement of the terms of issue: the issue price of the fully paid ordinary shares will be 4 cents. The shares will be fully paid ordinary shares ranking equally in all respects with all other fully paid ordinary shares then on issue in the Company;
• $(e)$ a voting exclusion statement: this is set out in the notice of meeting; and
• $(f)$ the intended use of the funds raised: the funds raised are intended to be used for working capital.

Interest of Directors

None of the directors other than Andrew McDouall has any interest in the resolutions. Andrew McDouall has an interest in the resolutions as he is a director of BFIL which will be issued with the shares under resolutions 1 and 2.

Directors' approval and recommendation

• $\mathbb{L}$ Each of the directors, other than Andrew McDouall who has an interest in the outcome of the resolutions and therefore is not able to consider the proposed resolutions, voted in favour of the resolutions being put to TNL shareholders.
• $2.$ On the basis of the information set out in these explanatory notes, each of the directors believes the transactions are in the best interests of shareholders and accordingly recommends that shareholders vote in favour of the resolutions. In addition, each of the directors approves the contents of these explanatory notes.
• 1. Notwithstanding this recommendation the directors believe that shareholders should carefully consider all the information set out in these explanatory notes.
• 1. These explanatory notes are dated 3 September 2003.

PROXY FORM

The Secretary Tolhurst Noall Group Ltd Level 29, 35 Collins Street, Melbourne 3000
I/We		(please print)
	of $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$ $\ldots$
		(please print)
	being a member(s) of Tolhurst Noall Group Ltd appoint:
	Name of Proxy
	Address of Proxy
	or, in his/her absence:
	Name of Proxy
	Address of Proxy
or, if I/we have not nominated a proxy or if the nominee is absent from the meeting, the Chairperson of the meeting as my/our proxy to vote on my/our behalf in accordance with the following instructions (or if no instructions are given, as the proxy sees Monday 6 October 2003 fit) at the general meeting of Tolhurst Noall Group Ltd to be held on and at any adjournment of that meeting.
If two proxies are being appointed, complete the following sentence: This proxy is authorised to exercise
	Directing your Proxy
To instruct your proxy how to vote, insert $X'$ in the appropriate column against each item of business set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting.
	I/We instruct my/our proxy to vote as follows:
		For	Against	Abstain
1.	Issue of shares at 25 cents per share to Balgreggan Financial Investments Limited
2.	Issue of shares at 4 cents per share to Balgreggan Financial Investments Limited
Chairperson's voting intentions
The Chairperson's voting intentions in relation to undirected proxies are:

		For	Against	Abstain
1.	Issue of shares at 25 cents per share to Balgreggan Financial Investments Limited
2.	Issue of shares at 4 cents per share to Balgreggan Financial Investments Limited
	If you do not wish to direct your proxy how to vote, please place a mark in the box.
	By marking this box, you acknowledge that the Chairperson (if he or she is your proxy) may exercise your proxy even if he or she has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that

This proxy must be signed by each appointing member (or the member's attorney). Proxies given by a company must be executed in accordance with section 127 of the Corporations Act 2001 (Cth) or signed by a duly authorised officer or attorney.

Dated: : ************************************

COMMON SEAL	SIGNATURE(S)	NAME (print)

The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the company, by no later than [time] on [day and date]:

• by mail to the Company Secretary using the enclosed reply envelope to: Level 29, $(a)$ 35 Collins Street, Melbourne 3000;
• $(b)$ by facsimile: (03) 9242 4040;
• by delivery to Tolhurst Noall Group Ltd's registered office at Level 29, 35 Collins $(c)$ Street, Melbourne 3000.

Notes:

interest.

$\mathbf{1}$ . A member who is entitled to vote at the meeting may appoint:

• one proxy if the member is only entitled to one vote; or $(a)$
• $(b)$ one or two proxies if the member is entitled to more than one vote.

$2.$ Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes in which case any fraction of votes will be disregarded.

• $\mathbf{3}$ If you require an additional proxy form, the company will supply it on request.
• $\ddot{ }$ A proxy need not be a member of the company.