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SDI LIMITED Capital/Financing Update 2004

Jan 5, 2004

65759_rns_2004-01-05_1e7ed7f0-ac21-4874-9733-c3b1ce38721c.pdf

Capital/Financing Update

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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 unde public.

introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Jame of entity.

SDI Limited

a ise

27 008 075 581

We (the entity) give ASX the following information.

Part 1 - All issues

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

$\overline{1}$ $^{\ast} \text{Class of }^{\dagger}$ securities issued or to be issued Ordinary

10,000.

Number of +securities issued or to be issued (if known) $\overline{2}$ or maximum maniber which may be issued

Principal terms of the $^\dagger$ securities (eg, if options, exercise $\overline{\mathbf{3}}$ 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)

Exercise of 10,000 Options as per terms and conditions of SDI's Executive Share Option Plan.

Exercise Price: $2.43 Expiry date 24 November 2007

4 Do the + securities rank equally in all respects from thedate of allotment with an existing + class of quoted+securities? Yes
If the additional securities do not rank equally, pleasestate:
the date from which they do
the extent to which they participate for the nextdividend, (in the case of a trust, distribution) orinterest payment
the extent to which they do not rank equally,other than in relation to the next dividend.distribution or interest payment.
5 Issue price or consideration 10,000 shares at $2.43
6 Purpose of the issue(If issued as consideration for the acquisition of assets,clearly identify those assets) Exercise of Options as per the terms and conditions of theExecutive Share Option Plan.
7 Dates of entering * securities into uncertificatedholdings or despatch of certificates 6 January 2004
Number $^{\circ} \mathrm{Class}$
8 Number and $\overline{\phantom{a}}^$ class of all $\overline{\phantom{a}}^$ securities quoted on ASX
(including the securities in clause 2 if applicable) 23,351,940 Ordinary
Number + Class
-9 Number and + class of all + securities not quoted onASX (including the securities in clause 2 ifapplicable) 60,022 Ordinary Shares
417,000 Executive Options
10 Dividend policy (in the case of a frust, distribution-policy) on the increased capital (interests).

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval 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 date to determine entitlements
16 Will holdings on different registers (or subregisters) beaggregated for calculating entitlements?
17 Policy for deciding entitlements in relation to fractions.
18 Names of countries in which the entity has "securityholders who will not be sent new issue documents
Note: Security holders must be told how their entitlements areto be dealt with.
Cross reference: rule 7.7.
19 Closing datereceipt of acceptances.for$^{\circ}$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 wholodge acceptances or renunciations on behalf of*security holders
25 If the issue is contingent on + security holders'approval, the date of the meeting
26 Date entitlement and acceptance form andprospectus or Product Disclosure Statement will besent to persons entitled
  • See chapter 19 for defined terms.
27 If the entity has issued options, and the terms entitle-option holders to participate on exercise, the date onwhich 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 infirll through a broker?
31 How do "security holders sell part of theirentitlements through a broker and accept for thebalance?
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 $(tick one)$

Securities described in Part $\mathfrak k$

٦
× ×

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities whenrestriction ends, securities issued on expiry or conversion of conve

Entities that have ticked box 34(a)

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 documents

35 If the $\beta$ securifies are $\beta$ equity securifies, the names of the 20 largest holders of the additional $\beta$ securities, and the number andpercentage of additional + securities held by those holders
36 If the + securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in thecategories$1 - 1.000$1,001 - 5,0005,001 - 10,00010.001~100.000100.001 and over
37 A copy of any trust deed for the additional $^\dagger$ securities
(now go to $43$ )

Entities that have ticked box 34(b)

  • 38 Number of securities for which $^\dagger$ quotation is sought
  • 39 Class of +securities for which quotation is sought
  • Do the $\overline{\phantom{a}}^*$ securities rank equally in all respects from the $\sqrt{40}$ date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

  • $\bullet$ the date from which they do
  • the extent to which they participate for the next $% \overrightarrow{r}$ $\bullet$ dividend, (in the case of a trust, distribution) or interest payment
  • $\bullet$ 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, and of restrictionperiod

(if issued upon conversion of another security, clearly identify that other security)

$\frac{1}{42}$ Number and +class of all +securities quoted on ASX $(including$ the securities in clause $38)$

Number + Class

(now go to $43$ )

All entities

Foot

$\overline{43}$ Payment method (tick one)

Cheque attached Electronic payment made Note: Payment may be made electronically if Appendix 38 is given to ASX 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

lx

  • $\mathbf{I}$ '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 warranties from subscribers 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.
  • $\overline{3}$ 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.
  • $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before 'quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here:
------------ --

Date: 6 January 2004

(Company secretary)

  • See chapter 39 for defined terms

Print name: John Slaviero

$\frac{1}{100000000000000000000000000000000000$