First Graphene Ltd. — Proxy Solicitation & Information Statement 2007

May 2, 2007

Melbourne Level 29 35 Collins Street Melbourne VIC 3000 T (03) 9242 4660 F (03) 9242 4040 www.tolhurst.com.au

3 May 2007

ASX ANNOUNCEMENT

NOTICE OF GENERAL MEETING

Tothurst Noall Group Limited (Tothurst) has today sent the attached Notice of General Meeting (Notice) to its shareholders.

A General Meeting of Shareholders will be held on Monday 4 June 2007 at 10am. The place of meeting will be Level 29, 35 Collins Street, Melbourne Vic 3000.

Business to be addressed at the General Meeting

The business of the meeting is as per the attached Notice. In summary, there are two items of business to be addressed at the General Meeting of Shareholders.

The first item of business is to approve the issue of up to 21,500,000 shares in the capital of the Tothurst as part consideration for the acquisition of InterFinancial Holdings Pty Ltd [InterFinancial]. The terms and conditions of the issue of these shares are disclosed in the Notice and the accompanying Explanatory Memorandum. The issue of up to 21,500,000 shares in Tolhurst will exceed 15% of the issued capital of Tolhurst and Listing Rule 7.1 requires approval of this by Tolhurst shareholders.

The second item of business is to change the name of Tothurst Noatl Group Limited to Tolhurst Group Limited.

ASX Limited (ASX) waiver from Listing Rule 7.3.2

Under the first item of business, up to 15,500,000 of the shares to be issued will not be issued until 1 June 2009. Tolhurst has sought a waiver from Listing Rule 7.3.2, which requires the Notice to provide that the share issues approved under Listing Rule 7.1 will be made no later than 3 months after shareholder approval. A waiver from Listing Rule 7.3.2 has been granted by the ASX, full details of which are disclosed in a separate announcement made today to ASX.

InterFinancial acquisition

As previously announced to ASX on 21 March 2007, Tolhurst intends to purchase 100% of the issued capital of InterFinancial. Finalisation of the transaction is progressing satisfactorily and remains conditional upon:

• approval by Tolhurst shareholders of the issue of the shares at the General Meeting;
• completion of confirmatory due diligence;
• agreement on and signing of formal transaction documentation; $\bullet$
• no material adverse change occurring to the businesses of InterFinancial or Tolhurst prior to completing the transaction; and
• the agreed senior InterFinancial executives signing Executive Service Agreements. $\bullet$

The acquisition price is expected to be \$18.75m with consideration comprised of an \$8m cash payment and the issue of up to 21.5million fully paid ordinary shares in Tolhurst at an issue price of 50 cents per share (\$10.75m). The shares issued will be subject to escrow arrangements, certain performance targets and personnel retention requirements (as further detailed in the Explanatory Memorandum to the Notice).

Sydney Perth Adelaide Gold Coast Minvarna Geraldton Mount Waverley Maroochydore Airlie Beach Gladstone Cairos

Toliverst Ltd A Participant of ASX Group Australian Fisancial Services License No. 238444

Yoliverst Ltd ABN 52 003 237 536 ToBusst NoaB Group Limited

ABN 50 607 876 768

If any information. recommendation or advice. is supplied with this letter. Toburst i, id and its ernolovees and associates to the full extent permitted by law disclaim any liability for that information. recommendation or advice and to the extent liability is imposed by law and is not avoided by the disclaimer. The liability of Tolhurst Ltd and all of its employees and associates does not exterio to ariv consequential or economic loss.

Completion of the acquisition of InterFinancial is expected to occur in July 2007. Tolhurst expects to fund the \$8m cash component of the consideration for InterFinancial through a 1 for 8 non-renounceable rights issue to existing shareholders at 50 cents per share, raising approximately \$7m (before costs), and through existing cash resources.

Sy Garyth

David Fotheringham Company Secretary

If any information, recommendation or advice. is supplied with this tetter, Tolhurst Noall Ltd and its errolovees and associates to the full extent permitted by law disclaim any fiability for that information, reconsmendation or advice and to the extent fiability is imposed by law and is not. avoided by the disclaimer. The fiability of Tollhurst Noal Ltd and all of its employees and associates does not extend to any consequential ne economic loss

TOLHURST NOALL GROUP LTD ACN 007 870 760

NOTICE OF GENERAL MEETING

incorporating

EXPLANATORY MEMORANDUM

and

PROXY FORM

Date of meeting: Monday 4 June 2007

Time of meeting: 10:00 am

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

CHAIRMAN'S LETTER

Dear Shareholder,

Enclosed with this letter is a Notice of General Meeting and an accompanying Explanatory Memorandum.

At the meeting, shareholders will be asked to consider 2 resolutions, one approving the issue of shares as part of the purchase price payable by the Company to acquire InterFinancial Holdings Pty Ltd ACN 010 821 217 (InterFinancial) and the second approving a change of name by the Company to Tolhurst Group Limited as part of the Company's rebranding strategy announced on 1 March 2007.

Overview of proposed Acquisition

As announced to ASX on 21 March 2007, the Company has agreed to acquire all of the issued capital of InterFinancial (Acquisition). The Company intends to enter into a Share Purchase Agreement with the InterFinancial shareholders prior to the date of the Meeting, whereby it will pay a cash sum of \$8,000,000 (subject to adjustment for movements in the net assets of InterFinancial) (Cash Component) and issue up to 21,500,000 shares in the Company (Scrip Component) to the InterFinancial shareholders as consideration for the Acquisition. The Acquisition is conditional upon Tolhurst shareholders approving the issue of the Scrip Component to the InterFinancial Shareholders.

The Cash Component of the Acquisition will be financed by way of a 1 for 8 nonrenounceable rights issue (Rights Issue), which should raise approximately \$7,000,000 (less costs), and through existing resources.

The Scrip Component will be issued to the InterFinancial shareholders in 2 allotments - an initial allotment at the completion of the Acquisition, and a second allotment on or after 1 June 2009. The Second Allotment may be reduced in size if certain performance targets and personnel retention requirements in the Share Purchase Agreement are not met.

The issue of the Scrip Component will cause the Company to have issued (or agreed to issue) greater than 15% of its capital in the previous 12 months and, accordingly, requires the approval of its shareholders (in accordance with ASX Listing Rule 7.1). The purpose of the General Meeting is to seek that approval.

Explanation of reasons for Acquisition

Tolhurst has embarked on a strategy to build on and expand from its traditional stockbroking foundations. The Company is in the process of transitioning its business to an organisation that has 4 key operating activities:

• Stockbroking Institutional and Retail; $\bullet$
• Research: $\bullet$
• Wealth Management; and ٠
• Investment Banking. $\bullet$

As well as building the above operations internally, Tolhurst has been actively pursuing potential investment opportunities to assist with its strategy.

The proposed acquisition of InterFinancial is a direct result of the above strategy and should further accelerate the growth of the investment banking division of Tolhurst. The Acquisition

builds on the depth, range and quality of expertise in Tolhurst towards making Tolhurst a leading independent investment bank in Australia.

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 InterFinancial businesses. Tolhurst and InterFinancial 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 is designed to ensure the vendors and key employees of InterFinancial have ongoing interests that are aligned with those of Tolhurst shareholders. The escrow arrangements on the First Allotment and the timing of and conditions attached to the Second Allotment assist Tolhurst and its shareholders to ensure that an appropriate earnings multiple is paid for InterFinancial.

Effect of the issue of the Scrip Component on the Company

The effect of the issue of the Scrip Component on the Company is outlined in section 5 of the accompanying Explanatory Memorandum

Change of Name

On 1 March, 2007, the Company's stockbroking subsidiary changed its name to Tolhurst Limited as part of a company identity, name and image change. The Company now proposes to change its own name to "Tolhurst Group Limited" as part of this "new look" Tolhurst.

The attached Notice of General Meeting and accompanying Explanatory Memorandum provide further information concerning the above resolutions. Your directors recommend that you vote in favour of the resolutions at the meeting convened at 10:00 am on Monday, 4 June 2007 at the Boardroom, Level 29, 35 Collins Street, Melbourne, Victoria 3000. If you are unable to attend, please complete and return the accompanying proxy form so that it is received by the Company at least 48 hours before the meeting.

Yours sincerely

Mr David Browne

Executive Chairman Tolhurst Noall Group Ltd

3 May 2007

TOLHURST NOALL GROUP LTD

ACN 007 870 760

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of Tolhurst Noall Group Ltd (Company) will be held at the Boardroom, Level 29, 35 Collins Street, Melbourne, Victoria at 10:00 am (Melbourne time) on Monday, 4 June 2007.

The Explanatory Memorandum accompanying this Notice of Meeting is incorporated in and comprises part of this Notice of Meeting. Capitalised terms used in this Notice of Meeting have the meaning given to them in the "Definitions" section at the end of the Explanatory Memorandum.

SPECIAL BUSINESS

$1.$ Resolution: Approval by Shareholders to the issue of Shares as part consideration for the Acquisition of InterFinancial

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

"That, for the purposes of Listing Rule 7.1, item 7 of Section 611 of the Corporations Act 2001 and all other purposes, Shareholders approve the issue of up to 21,500,000 fully paid ordinary shares in the capital of the Company to the InterFinancial Shareholders, as part consideration for the acquisition of InterFinancial, and otherwise on the terms and conditions, including the entry into certain escrow agreements, more particularly described in the Explanatory Memorandum accompanying this Notice of Meeting."

$\overline{2}$ . Special Resolution: Approval by Shareholders of Change of Name

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

"That the name of the Company be changed to Tolhurst Group Limited."

OTHER BUSINESS

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

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT GENERAL MEETING

A reasonable opportunity will be given to Shareholders as a whole at the General Meeting to ask questions about or make comments on the resolutions.

BY ORDER OF THE BOARD

David Fotheringham

Company Secretary Dated: 3 May 2007

PROXIES

Shareholders entitled to attend and vote at the 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 8469, 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 2001. The proxy may, but need not, be a Shareholder.

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 a 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 2 June 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

TOLHURST NOALL GROUP LTD ACN 007 870 760

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in Tolhurst Noall Group Ltd (Company) in connection with the business to be considered at the General Meeting of Shareholders to be held at the Boardroom, Level 29, 35 Collins Street, Melbourne, Victoria, 3000 on 4 June 2007 at 10:00 am (Melbourne time).

This Explanatory Memorandum comprises part of the accompanying Notice of Meeting. Capitalised terms are defined in the "Definitions" section at the end of this Explanatory Memorandum.

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

$1.$ Purpose of Explanatory Memorandum

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 Meetina.

$2.$ Summary of resolutions

$2.1$ Approval of issue to InterFinancial Shareholders

Please consider this resolution in its entirety as set out in the Notice of Meeting. However, in summary, Listing Rule 7.1 requires a company not to issue more than 15% of its capital in a 12 month period without shareholder approval. The issue of the Scrip Component will cause the Company to have issued, or agreed to issue, greater than 15% of its capital in the previous 12 months and, accordingly, requires the approval of its Shareholders (in accordance with Listing Rule 7.1).

The purpose of this resolution is to seek Shareholder approval for the purposes of Listing Rule 7.1 (and all other purposes), having the effect that the issue of securities by the Company to the InterFinancial Shareholders of up to 21,500,000 Shares as part consideration for the Acquisition will not be included when determining whether any future issues of securities by the Company are within this 15% limit.

$2.2^{\circ}$ Approval of change of name

The purpose of this resolution is to change the name of the Company to "Tolhurst" Group Limited". A special resolution is required to change the name of the Company. A special resolution is a resolution that has been passed by at least 75% of the votes cast by Shareholders entitled to vote on the resolution.

3. Overview of proposed Acquisition

$3.1$ In accordance with a terms sheet executed on 20 March 2007 (and as announced to ASX on 21 March 2007), the Company has agreed to acquire all of the issued capital of InterFinancial. The Company intends to enter into a Share Purchase Agreement, whereby it will pay a cash sum, of approximately \$8,000,000 (subject to adjustment

for movements in the net assets of InterFinancial) (Cash Component) and issue up to 21,500,000 shares in the Company to the InterFinancial Shareholders as consideration for the Acquisition.

The Cash Component of the Acquisition will be financed by way of the Rights Issue and through existing cash resources.

• 3.2 The Scrip Component will be issued to the InterFinancial Shareholders in 2 allotments as follows:
• $(1)$ upon completion of the Acquisition, 6,000,000 Shares will be issued to the InterFinancial Shareholders (First Allotment) (and the Cash Component will be paid); and
• $(2)$ at, or soon after 1 June 2009, up to 15,500,000 Shares will be issued to the InterFinancial Shareholders (Second Allotment) (subject to the adjustments described in section 3.4 below).

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

It is anticipated that the Acquisition will complete at some time in July 2007.

• $3.3₂$ The First Allotment will be subject to voluntary escrow for a period ending on 1 June. 2009.
• $3.4$ The quantum of the Second Allotment is subject to adjustment in accordance with the Share Purchase Agreement. Any adjustment will only decrease the number of Shares to be allotted in the Second Allotment. Accordingly, no more than 15,500,000 Shares will be issued in the Second Allotment.

The Second Allotment may be reduced in the following circumstances:

• $(1)$ if InterFinancial fails to meet targets for EBIT for the full Financial Years ending 30 June 2007 and 30 June 2008 of \$4.7 million in aggregate, the Second Allotment will be reduced by 400,000 Shares for every \$50,000, or part thereof, that the aggregate EBIT is below this target; and
• $(2)$ should a key executive of InterFinancial, of which there are 4, leave InterFinancial (or the Company or Related Body Corporate) prior to 1 June 2009 (other than in circumstances allowed under the Share Purchase Agreement), the Second Allotment will be reduced by 2,000,000 Shares for each key executive who leaves.

The Second Allotment will not be subject to any voluntary escrow restrictions.

4. Explanation of reasons for Acquisition

• $4.1$ Tolhurst has embarked on a strategy to build on and expand from its traditional stockbroking foundations. The Company is in the process of transitioning the business to an organisation that has 4 key operating activities:
• Stockbroking Institutional and Retail; $\bullet$

• Research;

• Wealth Management; and

• Investment Banking.

As well as building the above operations internally. Tolhurst has been actively pursuing potential investment opportunities to assist with its strategy.

• $4.2$ The proposed acquisition of InterFinancial is a direct result of the above strategy and will further accelerate the growth of the investment banking division of Tolhurst. The Acquisition builds on the depth, range and quality of expertise in Tolhurst towards making Tolhurst a leading independent investment bank in Australia.
• $4.3$ InterFinancial is an independent investment bank and advisory group which specialises in mergers & acquisitions (M&A), capital raising and strategic advice to small to mid-sized organisations in the ASX-listed, unlisted and public sectors.

InterFinancial has a pedigree of more than 2 decades as an independent advisory house and in the last 5 years has managed M&A transactions worth more than \$4.5 billion and equity capital raisings exceeding \$360 million. InterFinancial has over 20 staff based in offices in Sydney, Brisbane, Melbourne and Perth.

The proposed acquisition of the InterFinancial corporate team complements the current activities of the Tolhurst corporate division in M&A, equity capital markets and structured finance. As InterFinancial has a strong presence in the Brisbane and Sydney markets, the Acquisition complements the existing Tolhurst corporate finance presence in other states.

It is intended that the operations of the InterFinancial business and those of the corporate advisory arm of Tolhurst will combine to form a leading national corporate finance and investment banking business.

4.4 The decision to use a Scrip Component as part of the consideration for the proposed acquisition of InterFinancial is driven by the nature and style of the Tolhurst and InterFinancial businesses. Tolhurst and InterFinancial 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 is designed to ensure the vendors and key employees of InterFinancial have ongoing interests that are aligned with those of Tolhurst shareholders. The escrow arrangements on the First Allotment and the timing of and conditions attached to the Second Allotment assist Tolhurst and its Shareholders to ensure that an appropriate earnings multiple is paid for the InterFinancial business.

5. Effect of the issue of the Scrip Component on the Company

• $5.1$ Set out below are 2 pro forma balance sheets (Balance Sheets) of Tolhurst based on the successful completion of the Acquisition in July 2007 and the Share issues under the First Allotment, the Rights Issue and the Second Allotment. The Balance Sheets are based on Tolhurst's balance sheet as at 31 December 2006 contained in Tolhurst's statutory financial report for the half year ended 31 December 2006, as lodged with ASX on 22 February 2007 and which has been independently reviewed by Tolhurst's auditors, Moore Stephens.

• 5.2 The Company's statutory financial report has been prepared in accordance with Corporations Act 2001, the Corporations Regulations 2001, applicable accounting standards and other mandatory financial reporting requirements in Australia.

• 5.3 The pro forma "A" Balance Sheet reflects the impact of the First Allotment, the Rights Issue and the Acquisition as if they had all occurred on 31 December 2006. It:

• includes the issue of 6,000,000 shares at a nominal issue price of \$0.50 per $\bullet$ Share under the First Allotment:
• assumes gross proceeds of the Rights Issue of \$7,000,000 from which the $\bullet$ current estimate of total transaction costs of \$335,000 is deducted to derive an amount for net proceeds raised;
• allows for the issue of approximately 14,000,000 Shares under the Rights $\bullet$ Issue at an issue price of \$0.50 per Share; and
• includes the initial purchase of InterFinancial for \$11,000,000, comprising net $\bullet$ tangible assets of approximately \$1,350,000 and intangible assets of approximately \$9,650,000.
• 5.4 The pro forma "B" Balance Sheet reflects the pro forma "A" Balance Sheet as well as the impact of the Second Allotment as if it had occurred on 31 December 2006. It:
• $\bullet$ includes the issue of 15,500,000 Shares at a nominal issue price of \$0.50 per Share under the Second Allotment; and
• includes an increase in intangible assets of \$7,750,000, being the balance of $\bullet$ the consideration for the Acquisition under the deferred settlement arrangements, assuming all performance targets and personnel retention conditions are met.

CONSOILDATED BALANCE SHEET	Note	31 December 2006 (Reviewed) \$	PRO FORMA "А" With First Allotment, Rights Issue and InterFinancial acquisition 31 December 2006 \$	PRO FORMA "B" With First and Second Allotments. Rights Issue and Interfinancial acquisition 31 December 2006 S
Current Assets
Cash & cash equivalents	1	18,189,003	17,354,003	17,354,003
Trade & other receivables		30,521,130	31,412,879	31,412,879
Other Current Assets		555,404	635,027	635,027
Financial Assets		237,797	237,797	237,797
Total Current Assets		49,503,334	49,639,706	49,639,706

Consolidated Balance Sheet (cont.)	Note	31 December 2006 \$	PRO FORMA "А" \$	PRO FORMA "R" S
Non - Current Assets
Financial assets		740,000	740,000	740,000
Investments accounted for using the equity method		617,444	617,444	617,444
Property, plant & equipment		1,535,350	1,743,659	1,743,659
Deferred tax assets		695,683	1,039,159	1,039,159
Intangible assets		225,124	9,875,124	17,625,124
Total Non-current Assets		3,813,601	14,015,386	21,765,386
Total Assets		53,316,935	63,655,092	71,405,092
Current Liabilities
Trade & other payables		32,702,331	32,939,467	32,939,467
Short-term borrowings		1,566,172	1,663,686	1,663,686
Current tax liabilities		868,455	868,455	868,455
Total Current Liabilities		35,136,958	35,471,608	35,471,608
Non-current Liabilities
Long-term borrowings		1,186,614	1,326,401	1,326,401
Deferred tax liabilities		216,539	216,539	216,539
Long-term provisions		408,064	606,784	606,784
Total Non-current Liabilities		1,811,217	2,149,724	2,149,724
Total Liabilities		36,948,175	37,621,332	37,621,332
Net Assets		16,368,760	26,033,760	33,783,760
Equity
Issued capital	$\tilde{z}$	23,448,410	33,113,410	40,863,410
Accumulated losses		(7,962,361)	(7,962,361)	(7,962,361)
Other reserves		882,711	882,711	882,711
Total Equity		16,368,760	26,033,760	33,783,760

Note 1 Cash & Cash Assets
Balance 31 December 2006 per half yearly report	18,189,003
Estimated proceeds of Rights Issue of 14 million New Shares at 50 cents	7,000,000
Less, estimated costs of the Rights Issue	(335,000)
Less Cash Component of acquisition consideration	(8,000,000)
Plus cash on InterFinancial balance sheet	500.000
Balance per Pro Forma "A" & "B" Report	17,354,003

	S
Note 2 Issued Capital
Balance 31 December 2006 per half yearly report	23.448.410
Estimated proceeds of Rights Issue - 14 million Shares at 50 cents	7,000,000
New Shares issued for First Allotment - 6 million shares at 50 cents	3,000,000
Less, estimated costs of the Rights Issue	(335,000)
Balance per Pro-Forma "A" Report	33,113,410
New Shares issued for Second Allotment - 15.5 million shares at 50 cents	7.750.000
Balance per Pro-Forma "B" Report	40,863,410

6. Resolution: Issue of Shares as part consideration for the acquisition of InterFinancial

$6.1$ 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.

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

Though the Second Allotment will not be issued prior to 1 June 2009, as Listing Rule 7.1 relates to the securities "issued, or agreed to be issued", the Second Allotment will count for the purposes of Listing Rule 7.1 upon completion.

Additionally, the Company 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.

• 6.3 In order for the Company to ensure it can make the proposed issues described in section 3.2 without risk of contravention of Listing Rule 7.1, and in order for the Company to maintain maximum flexibility to raise capital in the future, the Company needs to obtain the approval of Shareholders.
• 6.4 Set out below is the information that, under 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 the Company will issue if the resolution is passed is 21,500,000:
• $(2)$ the Shares will be issued no later than the following dates:
  • with regard to the First Allotment, on completion of the Acquisition, and $(a)$ in any event, no later than 31 July 2007; and
  • $(b)$ with regard to the Second Allotment, no later than 24 months after the date of the Meeting:
• $(3)$ the nominal issue price for the Shares is \$0.50 per Share;

• the allottees will be the InterFinancial Shareholders as vendors under the $(4)$ Share Purchase Agreement. The InterFinancial Shareholders are:

  • $(a)$ R G Investments (Australia) Pty Ltd
  • $(b)$ Bridge-Shep Nominee Pty Ltd
  • $(c)$ Golden Words Pty Ltd
  • $(d)$ Carinya Investments Management Pty Ltd
  • $(e)$ Business Partners Pty Ltd
  • $(f)$ Marchenfant (No 8) Pty Ltd
  • Nomis Pty Ltd $(g)$
  • $(h)$ Namberry Way Pty Ltd
  • $(i)$ WAM Capital Limited
  • $(i)$ Mariner Bridge Investments Limited

• Diion Nominees Pty Ltd $(k)$

• $(1)$ Chexbury Pty Ltd
• $(m)$ Victor Rudenno
• Joseph Ray Magill $(n)$
• $(0)$ Timothy Harry Knapton
• $(p)$ Sharon Louise Doyle
• Scott Russell $(q)$
• $(r)$ Gregory Allen Bundy
• $(s)$ Paul Francis Keehan & Dianne Narelle Jones
• $(t)$ Matthew Koch
• $(u)$ Uvira Holdings Pty Ltd
• Clodene Pty Ltd $(v)$
• $(w)$ Third Amacorp Pty Ltd;
• $(5)$ the terms on which the Shares are to be issued are as set out in the Company's constitution and are the same as the terms of issue of all other ordinary shares in the issued capital of the Company. From issue, the Shares will rank equally in all respects with the other ordinary shares on issue:
• $(6)$ the use (or intended use) of the funds raised by reason of the issue of these Shares is as part consideration for the proposed acquisition of InterFinancial; and
• $(7)$ the allotment of the Shares will occur on the date they are issued.
• 6.5 As outlined in section 3.3, the First Allotment amounts to approximately 4.5% of the issued capital of Tolhurst and will be subject to certain escrow restrictions. These restrictions will result in Tolhurst having a relevant interest in those shares comprising the First Allotment. The Corporations Act 2001 expressly permits a company to have a relevant interest in its own shares. Consequently, by virtue of entering into the escrow agreements, Tolhurst acquires voting power of 4.5% in itself. Due to the technical operation of the Corporations Act 2001, the entry into those escrow arrangements could also result in Daptha Pty Ltd's relevant interest in Tolhurst temporarily increasing by approximately 4.5% for the duration of the escrow period. Daptha Pty Ltd is a company associated with Mr P. T. Reilly and Mr D. Browne and holds approximately 24.3% of the issued capital of the Company. If the escrowed shares are included, Daptha Pty Ltd's relevant interest in the Company's shares would increase to a maximum of approximately 27.7%. The Corporations Act 2001 permits the acquisition of such relevant interests if it is approved by a resolution passed at a general meeting of the Company. No votes may be cast in favour of the resolution by the person proposing to make the acquisition (ie. Tolhurst) and their associates and the persons from whom the acquisition is to be made (ie. InterFinancial Shareholders) and their associates. Consequently, the

approval of the issue of shares should also be treated as an approval under the Corporations Act 2001 under item 7 of section 611.

$6.6$ Voting Exclusion Statement

In accordance with the Listing Rules, the Company will disregard any votes cast on Resolution 1 by the InterFinancial Shareholders or any associates of the InterFinancial Shareholders.

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 $\bullet$ directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote, in $\bullet$ accordance with a direction on the proxy form to vote as the proxy decides.

$\overline{I}$ . Special Resolution: Approval by Shareholders to change name of the Company

$7.1$ On the 1st March 2007 Tolhurst Noall Limited, a wholly-owned subsidiary of the Company and the main trading entity of the Tolhurst Noall group, changed its name to Tolhurst Limited as part of a company identity, name and image change. The group launched the 'new look' Tolhurst, under an image which better reflects the wealth of ideas that will drive the growth and future success of the Tolhurst business. The brand focuses on the future and draws on 150 years of experience.

The brand launch and name change is more than just a new logo or identity. It harnesses the significant work which has been undertaken to develop and build expertise in research, investment banking, retail and institutional stockbroking and financial planning.

The change to a new brand and new name is seen as an opportunity to reintroduce the Tolhurst business to clients, to reposition what the Tolhurst group does, reflecting the way that the research, investment banking and wealth management parts of Tolhurst have been strengthened to enable the group to offer improved breadth and depth of services to Tolhurst clients and equip the business for the future.

In keeping with the name and branding change at the operating company level, it is proposed that Tolhurst Noall Group Ltd, the holding company, change its name to Tolhurst Group Limited.

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 the Company of all of the issued share capital in InterFinancial.
• $(2)$ ASX means ASX Limited.
• $(3)$ Board means the board of Directors.
• $(4)$ Cash Component means the amount of \$8,000,000 to be paid to the InterFinancial Shareholders as part consideration for the Acquisition.
• $(5)$ Company or Tolhurst means Tolhurst Noall Group Ltd ACN 007 870 760.
• $(6)$ Directors means the directors of the Company.
• $(7)$ EBIT means earning before interest and tax.
• $(8)$ Explanatory Memorandum means this explanatory memorandum and any schedules or annexures to it.
• $(9)$ Financial Year means a year commencing on 1 July and ending on 30 June.
• $(10)$ First Allotment means the initial allotment of the Scrip Component as described in section 3.2(1).
• $(11)$ InterFinancial means InterFinancial Holdings Pty Ltd ACN 010 821 217.
• $(12)$ InterFinancial Shareholders means the shareholders of InterFinancial immediately prior to the Acquisition and the vendors under the Share Purchase Agreement.
• $(13)$ Listing Rule means a listing rule of ASX.
• $(14)$ Meeting means the general meeting of Shareholders convened by this Notice of Meeting.
• $(15)$ Notice of Meeting means, unless the context requires otherwise, this document which comprises the Company's Notice of General Meeting to be held at Level 29, 35 Collins Street Melbourne 3000 at 10:00 am (Melbourne time) on 4 June 2007 and the Explanatory Memorandum.
• $(16)$ Related Body Corporate and Subsidiary each has the meaning given to it in section 9 of the Corporations Act 2001.
• $(17)$ Rights Issue means the proposed non-renounceable rights issue to be carried out by the Company for the purpose of raising funds for the payment of the Cash Component.

• $(18)$ Scrip Component means the Shares to be issued to the InterFinancial Shareholders as part consideration for the Acquisition, being the First Allotment and Second Allotment.

• Second Allotment means the second allotment of Shares as described in $(19)$ section $3.2(2)$ .

• $(20)$ Share means a fully paid ordinary share in the capital of the Company.
• $(21)$ Shareholder means a shareholder in the Company.
• $(22)$ Share Purchase Agreement means the agreement, contemplated by the terms sheet executed on 20 March 2007 (and as announced to ASX on 21 March 2007), to be entered into by the Company and the InterFinancial Shareholders for the acquisition by the Company of all of the issued capital of InterFinancial.

Tolhurst Noall Group Ltd

ACN 007 870 760

PROXY FORM

The Company Secretary Tolhurst Noall Group Ltd Level 29, 35 Collins Street MELBOURNE VIC 3000
Facsimile: +61 3 9655 8469
I/We______
of______
being a member/(s) of Tolhurst Noall Group Ltd (the "Company"),
hereby appoint______
of______
or in his/her absence_____
________ $\circ$ f
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 General Meeting of the Company to be held at the Boardroom, Level 29, 35 Collins Street, Melbourne, Victoria, 3000 at 10:00 am (Melbourne time) on Monday 4 June 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. The Chairman will vote in favour of all resolutions, if no directions are given.
I/we direct my/our proxy to vote as indicated below:
SPECIAL BUSINESS	FOR AGAINST ABSTAIN
Approval of the issue of Shares to acquire InterFinancial $\Box$ 1.
Approval of change of name 2.

(Please turn over to sign this Proxy Form)

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)
If by power of attorney:
SIGNED for and on behalf of đγ 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 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 8469, 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 2001. The proxy may, but need not, be a Shareholder.