GALE PACIFIC LIMITED — Share Issue/Capital Change 2002

Dec 15, 2002

16.DEC.2002	2:14	GALE PACIFIC 61 3 95183325	NO.975 P.1
	с	н	Facsimile
	To:	Australian Stock Exchange	FACSIMILE NO:
		Company Announcements Office	1300 300 021
	FROM:	Peter McDonald
	SUBJECT:	Announcement of issue of options under employee option plan - Appendix 3B
	DATE:	16 December 2002	TOTAL NO. OF PAGES: 10 AUSTRALIAN STOCK EXCHANGE
	Dear Sirs		GAP000035
	attached.	Today the company issued options under its employee option plan to senior executives who applied for options at the board's invitation. An appendix 3B in relation to the issue is
	November 2000.	The terms of the option plan were summarised in the company's IPO prospectus dated 13
		Shareholder approval is not required for the issue.
	ours faithfully MA DOMAK DIRECTOR
		1
		IF THIS MESSAGE IS NOT FULLY RECEIVED OR UNCLEAR, PLEASE CALL 61 3 9518 3333 The information contained in this facsimile transmission is privileged and confidential and intended only for the use of the individual(s) and/or entity(ies) named above. If you have received this transmission in error, please immediately notify us by telephone (collect) to arrange for return of the materials. Thank you. Gale Pacific Ltd
		145 Woodlands Drive, Braeside, Victoria 3195, Australia. P O Box 892, Braeside, Victoria 3195, Australia Ph: (03) 9518 3333 Fax: (03) 9518 3398 Toll Free: 1800 331 521 ABN 80 082 263 778 ACN 082 263 778
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16.DEC.2002 $2:14$

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

650,000

Introduced 1/7/96. Origin: Appendix 5. Amanded 1/7/98, 1/9/99, 1/7/2000, 50/9/2001, 11/3/2002

Name of entity

Gale Pacific Limited

ABN

80 082 263 778

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

⁺Class of ⁺securities issued or to be $\mathbf 1$ issued

Options to subscribe for fully paid ordinary shares

$\mathbf{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued

$\overline{\mathbf{3}}$ Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

The options were issued under the company's employee option plan to 7 senior executives of the company and its subsidiaries. The plan was summarised in the company's IPO prospectus dated 13 November 2000. The principal terms of issue of options under the plan are as follows;

• Each option entitles the holder to subscribe for 1 $1.$ fully paid ordinary share.
• 1. The exercise price is \$1.00 per option.
• 1. The expiry date of the options is $01/12/2004$ .
• 1. The exercise price or the number of options or underlying shares may be adjusted in the event of a bonus or rights issue or a reconstruction of the company's capital in accordance with the ASX listing rules.

• See chapter 19 for defined terms.

11/3/2002

Appendix 3B Page 1

16.DEC.2002 c

TC 41 ∴ ⊒ 95199925

Appendix 3B New issue announcement
3 Continued	A holder of options may exercise their options 5. at any time prior to the expiry date, subject to the following conditions: (a) $45\%$ of the total number of options (rounded to the nearest whole number) issued to the holder may be exercised provided that at any time before the day on which options are exercised by the holder the market price of a share in the company on each day for a consecutive period of 30 days on which there was a sale of the company's shares on the stock market of ASX was coual to or exceeded: in the case of $550,000$ of the options - \$1.75; and
	in the case of 100,000 of the options - ei – \$2.00.
	(b) a further 30% of the total number of options (rounded to the nearest whole number) issued to the holder may be exercised in addition to any other options the holder has previously become entitled to exercise, provided that at any time before the day on which options are exercised by the holder the market price of a share in the company

on each day for a consecutive period of 30 days on which there was a sale of the company's shares on the stock market of

in the case of 550,000 of the options -

in the case of 100,000 of the options -

in the case of 550,000 of the options -

in the case of 100,000 of the options -

(c) a further 25% of the total number of options (rounded to the nearest whole number) issued to the holder may be exercised, in addition to any other options the holder has previously become entitled to exercise, provided that at any time before the day on which options are exercised by the holder the market price of a share in the company on each day for a consecutive period of 30 days on which there was a sale of the company's shares on the stock market of

ASX was equal to or exceeded;

ASX was equal to or exceeded:

\$2.50; and

\$2.75.

\$2.10; and

\$2.35; and

÷.

$\bullet$

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• See chapter 19 for defined terms.

Appendix 3B Page 2

11/3/2002

			Appendix 3B New issue announcement
4	Do the 'securities rank equally in all respects from the date of allotment with an existing "class of quoted +securities?	those shares will rank:	No. Options will not be quoted or rank equally with any class of quoted securities. However, fully paid ordinary shares issued on exercise of the options will be quoted. Under the terms of issue of the options,
	If the additional securities do not rank equally, please state: • the date from which they do the extent to which they participate for the next dividend, (in the case of a trust. distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	und shares then on issue.	. for any dividend with a record date (for determining entitlements to it) which is the same as or after the date of issue of the shares equally with the fully paid ordinary shares then on issue; from the date of issue of the shares, in all other respects, equally with the fully paid ordinary
5	Issue price or consideration	Nii
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	the group's performance.	The options are issued under the company's existing employee share plan with the objective of providing an incentive to those key senior executives of the group to whom options have been issued to improve
7.	Dates of entering "securities into uncertificated holdings or despatch of certificates	December 2002.	Certificates will be dispatched on or before 24
		Number	Class
8	Number of and + class all $^+$ securities $^+$ quoted on ASX. (including the securities in clause 2) if applicable)	43,279,668	Fully paid ordinary shares
		ţ.
11/3/2002	+ See chapter 19 for defined terms.		Appendix 3B Page 3

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Appendix 3B New issue announcement

		Number	+ Class
9 v.	of -all Number + class and "securities not quoted on ASX (including the securities in clause 2) if applicable)	1,410,785 comprised of: options 760.785 previously issued under the company's employee option plan: and the 650,000 options referred to in item 2 above. .	Options to subscribe for fully paid ordinary sharas
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	The options do not entitle their holders to dividends. Ordinary fully paid shares issued on exercise of the options will carry a right to receive dividends: refer to item 4 above.

Part 2 - Bonus issue or pro rata issue

Not applicable

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11	approval security holder Is required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the *securities will be offered
14	Class of securities to which the offer relates
15	+Record determine date to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions

• See chapter 19 for defined terms.

Appendix 3B Page 4

11/3/2002

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NO.975 P.6

	$\mathbf{t}$ $\mathbf{I}$	Appendix 3B New issue announcement
18	Names of countries in which the entity has 'security holders who will not be sent new issue documents
	Note: Security holders must be told how their entidamants ara to be dealt with. Cross reference; rule 77,
19	date for receipt Closing ٥f acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23.	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of "security holders	þ.
25	If the issue is contingent on 'security holders' approval, the date of the meeting	ł.
26.	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28.	Date rights trading will begin (if applicable)
29.	Date rights trading will end (if applicable)
30	How do *security holders sell their entitlements in full through a broker?	$\mathsf{I}$ $\mathbf{L}$
	See chapter 19 for defined terms.
173/2002		Appendix 3B Page 5

GALE PACIFIC 61 3 95183325 16.DEC.2002 2:15
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NO.975 P.7

	Appendix 3B New issue announcement
31	How do + security holders sell part of their entitlements through a broker and accept for the balance?
32	How do "security holders dispose of their entitlements (except by sale through a broker)?
33	*Despatch date
	Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities
34	Type of securities (nck one)
(a)	Securities described in Part 1
(b)	All other securities Entities that have ticked box 34(a)	Example: restricted securities at the end of the eserowed period, partly paid securities that become fully paid, employee incentive share accurities when restriction ende, accurities issued on expiry or conversion of convertible securities
	Additional securities forming a new class of securities (If the additional securities do not form a new class, go to 43) Tick to indicate you are providing the information or
aoc anonis 35	those holders	If the 'securities are "equity securities, the names of the 20 largest holders of the additional 'securities, and the number and percentage of additional 'securities held by
36.	*securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over	If the *securities are "equity securities, a distribution schedule of the additional
37	A copy of any trust deed for the additional "securities
	(now go to 43)	$\mathbf{1}$
	+ See chapter 19 for defined terms.	$\mathbf{r}$

	ţ		Appendix 3B New issue announcement
	Entities that have ticked box 34(b)
38	Number of securities for which +quotation is sought
39	Class of 'securities for which quotation is sought.
40	Do the "securities rank equally in all respects from the date of allotment with an existing 'class of quoted *securities?
	If the additional securities do not rank equally, please state: • the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment - the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another security, clearly identify that other security)
		Number	- Class
42	Number and class of all securities quoted on ASX (including the securities in clause 38)
	$(n \circ \forall$ go to 43)
	+ Sec chapter 19 for defined terms.
11/3/2002			Appendix 3B Page 7

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	Appendix 3B New issue announcement
	All entities
Fees
43	Payment method (tick one)
	Cheque attached
	Electronic payment made Note: Psymont may be made electronically if Appendix 3B is given to ASK electronically at the same time.
	Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warrandes them subserbers for the securities in order to be able to give
this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the "securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

+ see chapter 19 for defined terms.
Appendix 3B Page 8

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16.DEC.2002 2:16	GALE PACIFIC 61 3 95183325		NO.975 P.10
		Appendix 3B New issue announcement
3	We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4	We give ASX the information and documents required by this form. If any information of document not available now, will give it to ASX before 'quotation of the receptitie begins. We acknowledge that ASX is relying on the information and documents. We was that they are (will be) true and complete.
Sign here.		01
	DirccTor)		Deleted: /Company secretary
Print name:	Peter R McDonald $\boldsymbol{\eta}$ $=$ $=$ $=$ $=$ $=$ $=$
$\bullet$
+ See chapter 19 for defined terms.
11/3/2002		Appendix 3B Page 9