GLG CORP LTD — AGM Information 2008

Oct 2, 2008

GLG CORP LTD ACN 116 632 958

NOTICE OF ANNUAL GENERAL MEETING including EXPLANATORY STATEMENT and PROXY FORM

DATE AND TIME OF MEETING

Monday 3rd November 2008 at 11.00am AEST Level 5, 56 Pitt Street Sydney NSW 2000

3141818..01 DQS AHY

GLG CORP LTD A.C.N 116 632 958

Notice of Annual General Meeting and Explanatory Memorandum

Notice is hereby given that the Annual General Meeting of the Company will be held on Monday 3rd November 2008 commencing at 11.00am (AEST) at Level 5, 56 Pitt Street Sydney NSW 2000.

The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting.

AGENDA

Business

Accounts and Reports

To receive the Financial Report of the Company for the financial year ended 30 June 2008 and the reports of the Directors and Auditors thereon.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Section 250R(2) of the Corporations Act, the Remuneration Report as contained in the Directors Report for the year ended 30 June 2008 be adopted.”

Resolution 2 – Re-Election of Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“In accordance with the Constitution of the Company, Eu Mun Leong retires by rotation and, being eligible, offers himself for re-election as a director of GLG Corp Ltd”.

Resolution 3 – Re-Election of Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“In accordance with the Constitution of the Company, Mr Yin Min Yong retires by rotation and, being eligible, offers himself for re-election as a director of GLG Corp Ltd”.

DATED THIS 29[th] DAY OF SEPTEMBER 2008

BY ORDER OF THE BOARD

SHANE HARTWIG COMPANY SECRETARY

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GLG CORP LTD A.C.N 116 632 958

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice of Meeting convening the Annual General Meeting (“the Meeting”) of shareholders of GLG Corp Ltd ("GLG" or the "Company") to be held on Monday, 3[rd] November 2008 at 11.00am (AEST). This Memorandum is to be read in conjunction with the Notice of Meeting.

1. Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires a listed company, at its Annual General Meeting, to adopt the Remuneration Report of the Company. The Remuneration Report of GLG as required by section 300A of the Corporations Act and is contained in the Directors Report for the year ended 30 June 2008.

Amendments to the Corporations Act in June 2004 introduced, amongst other things, expanded director and executive remuneration disclosure requirements and a requirement for a listed company to submit a remuneration report to shareholders for a non-binding vote.

As stated above, this resolution is non binding on the Company. If this resolution is not approved, the directors may:

1. Accept or partially accept the vote, which may mean a review of the remuneration policies and packages of the Company; or

2. Not accept the vote and explain why it believes the remuneration policies and packages are appropriate.

It is the director’s responsibility to formulate and set the Company’s remuneration policies and packages. This resolution is intended to attract active shareholder consideration of the remuneration policies and packages of the Company and encourage shareholders to ask questions should they desire.

Resolution 1 is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by Shareholders entitled to vote on it.

2. Resolution 2 – Re - Election of Director

Re-election of Eu Mun Leong as Director

Director and Chief Financial Officer, Mr Eu joined Ghim Li Group Pte Ltd, a major shareholder of GLG as Chief Financial Officer in May 2003. He joined the board as a Director on 12 October 2005. He is responsible for the overall planning and management of GLG’s financial functions.

Mr Eu has over 25 years of accounting and financial management experience and has spent 15 years in the banking industry. He joined Chase Manhattan Bank, NA in 1981 and became Second Vice President after handling portfolios in wholesale banking, real estate finance and investment banking. Mr Eu left Chase Manhattan Bank in 1990 to take up the position of Vice President of UOB (Corporate Finance and Corporate Banking) until 1997. From 1997 to 2002, Mr Eu was the Chief Financial Officer of Liang Court Group, Somerset Group and the Ascott Group and Senior Vice President, Risk Assessment group of Capital Land Limited.

Mr Eu has a Master of Business Administration from University of Pittsburgh, USA, a Bachelor of Accountancy (Honours) from University of Singapore and is a fellow of the Institute of Certified Public Accountants of Singapore and a fellow of CPA Australia. Mr Eu is also a member of the Singapore Institute of Directors.

Resolution 2 seeks to confirm the re-election of Mr Eu as a Director of the Company.

The Board supports the re-election of Mr Eu.

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GLG CORP LTD A.C.N 116 632 958

3. Resolution 3 – Re - Election of Director

Re-election of , Mr Yin Min Yong as Director

My Yong is a Director and joined the Board as a Director on 7 June 2006. Mr Yong is also an Executive Director of GLG’s major shareholder, Ghim Li Group Pte Ltd.

Mr Yong has a Masters Degree in Business Administration from the University of Toronto and a Masters Degree in Financial Engineering from the National University of Singapore. Mr Yong was a career banker with a background in commercial and merchant banking before he joined Ghim Li Group Pte Ltd in January 2004. In addition, he has experience in market planning and human resource development consulting and in private equity.

Mr Yong supports Ms Ang in Strategic Market Planning, in reviewing opportunities for acquisitions and in grooming the next generation of GLG managers.

Resolution 3 seeks to confirm the re-election of Mr Yong as a Director of the Company.

The Board supports the re-election of Mr Yong.

4. Registered Holders

The Directors have determined that for the purpose of voting at the General Meeting, shares in the Company will be taken to be held by the registered holders at 11:00am AEST on Saturday 1[st] November 2008.

5. Proxies

A shareholder who is entitled to vote at the General Meeting has a right to appoint a proxy and should use the Proxy Form with this Notice. The proxy need not be a shareholder of the Company.

A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointment dos not specify the proportion or number of the shareholder's votes each proxy may exercise, section 249X(3) of the Corporations Act will take effect so that each proxy may exercise half of the votes.

The Proxy Form must be signed and dated by the shareholder or the shareholder's attorney. Proxy Forms and the original or a certified copy of the power of attorney (if any) must be either lodged at the share registry of the Company, Link Market Services Limited at Level 12, 680 George Street or received by facsimile on +612 9287 0309 by 11:00am AEST on Saturday 1[st] November 2008.

6. 2007 Annual Report

Copies of the Company’s 2008 Annual Report for the financial year ending 30 June 2008 (“Annual Report”) comprising the Annual Financial Reports, Directors’ Report and Auditor’s Report of the Company and the Company’s controlled entities will be distributed to those shareholders requesting a physical copy of these documents. The Company’s Annual Report is able to be viewed at the Company’s website at www.glgcorpltd.com.au.

7. Enquiries

Shareholders are invited to contact the Company Secretary on (02) 8823 3152 if they have any queries in respect of the matters set out in these documents.

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GLG CORP LTD A.C.N 116 632 958

GLOSSARY

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

A$ means Australian Dollars.

Board means the board of directors of the Company.

Company and GLG means GLG Corp Ltd (ACN 116 632 958).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

General Meeting means the meeting convened by the Notice.

Listing Rule means a Listing Rule of ASX.

Notice means the Notice of Meeting accompanying this Memorandum.

Proxy Form means the proxy form for the General Meeting accompanying this Notice. Schedule means a schedule of this Notice and Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

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