ST BARBARA LIMITED — AGM Information 2008

Nov 19, 2008

20 November 2008

2008 Annual General Meeting

We attach a copy of the Chairman's Address and Managing Director and CEO's Address, to be presented to the 2008 Annual General Meeting in Melbourne today.

Yours faithfully

Ross Kennedy Company Secretary

CHAIRMAN'S ADDRESS

Annual General Meeting 20 November 2008

The past twelve months have been a difficult and challenging time for St Barbara. Throughout this period, the Company has steadfastly adhered to its operational strategy of maintaining constant production levels at Southern Cross and recommencing production at the historical Gwalia mine in Western Australia.

When these properties were purchased by St Barbara in early 2005, the prevailing spot price for gold was 550 Australian dollars.

The current Australian dollar gold price is currently more than double that level and is a most welcome positive factor as St Barbara last month commenced production at its Leonora operations, and in a few weeks, will commence mining the first ore from the Gwalia Deeps.

It is hard enough to try to assess the future US$ gold price. The more difficult task is to predict the US$/Aus$ exchange rate.

The Australian dollar price is the one that really counts for St Barbara. We are an Australian producer and all of our gold sales are in Australian dollars.

At last year's AGM, I mentioned the deferral of a A$50 million bank debt facility to help fund the completion of the Gwalia development. It was planned to have this in place by April this year.

However by April, debt raising by companies like St Barbara was becoming progressively difficult as the banks tightened conditions for loan availability.

Towards the end of May, it became clear that St Barbara could not raise the planned $50 million and other working capital requirements on acceptable terms.

Coincidentally at that time, St Barbara experienced an unexpected reduced level of gold production at the Marvel Loch treatment plant. The production shortfalls, in combination with rising operating costs, and capital cost increases at Gwalia, combined to reduce cash flows.

As a consequence, there was no alternative but to return to the equity markets to source the necessary capital.

In early June, a pro‐rata entitlement offer and an institutional placement to raise $120 million was announced. The discounts to the prevailing price of St Barbara shares were consistent with discounts at that time for similar capital raisings. The expectations of success during the negotiation of the underwriting were at a high level and the Board believed that shareholders, including retail shareholders, would

be keen to take up shares at a significant discount to market price, and would support the issue.

Despite St Barbara being caught up in the early stages of what has turned out to be a major and sustained collapse of world share prices, the capital raising was successful, and the funds raised enabled the completion of the successful development of the Gwalia mine.

The underwriting provided by Macquarie Bank guaranteed the success of the capital raising in difficult market circumstances. This was an excellent outcome for St Barbara's shareholders.

The underwriting negotiated by the Company was of critical importance, as was the support of the Company's institutional shareholders, most of whom took up their entitlement. The Board notes with appreciation, these expressions of confidence in St Barbara.

We are now reviewing our position before contemplating the next phase of consolidating St Barbara as a major Australian based gold producer.

In response to rising costs and decline of grades in the open pit operations during the past year, the Company's strategic focus changed to identifying high grade mineralisation in proximity to existing milling infrastructure and facilities. The new exploration objective at Leonora and Southern Cross Operations has been to identify and confirm higher grade underground and open pit deposits to complement ore from the Gwalia Deeps and Marvel Loch underground mines.

The Gwalia Deeps mine is the central building block for St Barbara's future, with a mine life of more than nine years and an ore body with high grade gold mineralisation below the current reserves which is open at depth.

Recent studies of the Tower Hill project suggest that mining could commence in the 2009/10 financial year and not the current financial year, as contemplated at the last annual meeting.

The purchase of the Gwalia mine in 2005 followed by the decision later that year to extend the decline to access the Deeps (which was well in advance of the formal commitment to project development 15 months later), and the recent plant refurbishment and establishment of new infrastructure at Leonora, demonstrate our commitment to a long term sustained growth for St Barbara at profitable levels.

The Marvel Loch mine had six months life remaining when purchased by St Barbara. Since then, approximately 500,000 ounces of gold have been produced from the Southern Cross Operations, and the Marvel Loch mine life has been extended to about five years from now. The capital expenditure for the current financial year to upgrade and improve efficiencies in the treatment plant is forecast to underpin the Company's forecast production levels and provide a platform for future production at Southern Cross Operations.

In the past 12 months, St Barbara's ore reserves have increased by 43%, after allowing for depletion, confirming our continuing commitment to a focused exploration effort in historically significant gold production areas.

Our strategy is to continue to seek to identify resources and reserves to sustain profitable operations and to maximise shareholder value. A sustained strong Australian dollar gold price may well facilitate a re-appraisal of current reserve and resource levels.

However, the feasibility of spending to expand resources and reserves or to increase gold production must be measured against the need to carefully manage our available capital.

We are managing our working capital requirements as best we can in the face of difficulties in negotiating bank assistance on satisfactory terms.

Our immediate future is dependant on strong efforts to both contain and reduce costs, while profitably producing from higher grade ore to take advantage of the current gold price strength. With these objectives in mind, we have been reassessing activities for the remainder of this financial year. The Managing Director will comment on this shortly.

In relation to the remuneration section of the Company's annual report, it is appropriate for me to make some general comments.

Over the past two years in particular, competition for good talent in the resources sector has been tight and it has been essential that St Barbara remained competitive and viewed by the market as an employer of choice.

The Company therefore has aimed to pay its management team a fixed salary at the median level for the relevant position as determined by the extensive comparator surveys to which we subscribe. In addition, we have a short term cash incentive, which is an at risk payment, that aims to reward superior performance against a set of established Key Performance Indicators. In the past financial year, executives achieved between 16 and 32% of the maximum available short term Key Performance Indicator.

In previous years, the Company granted options over ordinary shares as a form of long term incentive. No options were granted in the past year. We are currently reviewing the Long Term Incentive Component of total remuneration packages in consultation with a leading remuneration firm.

As I have mentioned, St Barbara has much appreciated the continuing support of our shareholders, particularly following this year's capital raising.

I also need to express my thanks and appreciation to fellow Board colleagues, to the Company's management, and all other personnel who have worked so hard to sustain St Barbara and help the Company achieve the successes of the past year despite the turbulent market conditions.

I can assure shareholders that all of us will be continuing in these efforts in the next twelve months and in turn, we look forward to sustained shareholder and investor support.

I am hopeful that the benefits of the long term capital commitment decisions made by St Barbara some years ago will be seen in calendar 2009, and that St Barbara will be a well funded and profitable company, and be well placed to take advantage of opportunities that may become available as a legacy of the current uncertain world economic conditions.

In saying this, I do however need to again note that current market conditions and the immediate outlook are both difficult and uncertain. St Barbara, like all other companies, needs to keep under constant review the necessity to sensibly manage its cash and capital relative to levels of gold production at profitable levels.

We are now and into the future, needing to cut our cloth according to the reality of current economic conditions.

I now invite the Managing Director and CEO, Mr Ed Eshuys, to overview current operations and the outlook for the rest of the current financial year.

Colin Wise Chairman

MANAGING DIRECTOR'S ADDRESS

(To be read in conjunction with accompanying Powerpoint presentation)

Annual General Meeting 20 November 2008

Thank you Mr Chairman and good morning ladies and gentlemen.

St Barbara set the objectives to expand reserves and resources and build the framework to increase production to a higher sustainable and profitable level.

Ore reserves are now 3.1 million ounces. More than 1.7 million ounces of gold reserves with a grade of 9.0g/t are at Gwalia, which has an estimated mine life in excess of nine years.

The redevelopment over the past three years of the Gwalia underground mine and this first gold pour that occurred last month and the recent commencement of production of development ore from Gwalia Deeps are significant milestones for the company.

At the same time the Southern Cross operation has produced approximately 500,000 ounces of gold over the last three years. In addition, over 900,000 ounces of reserves have been established at Southern Cross, equating to an estimated mine life of between four to five years.

The safety and welfare of our workforce is a continuing focus of management throughout the organisation. Through the commitment and leadership by the operations management team, I am pleased to report that St Barbara achieved a reduction in the Lost Time Injury Rate to 2.2 in the September 2008 quarter. The Western Australian Gold industry average for FY08 was 3.2.

EBITDA from the Southern Cross operations has increased every year and last year by 20% to $55 million, reflecting the higher gold price achieved offset by an increase in the cash operating costs, as generally experienced by the industry last year.

St Barbara continues to remain unhedged. The average gold price achieved in the year ending June 2007 was A$780 per ounce; for the year ending June 2008, it was A$907 per ounce and for the four months ending October 2008, it was A$1,048 per ounce.

As mentioned, the first gold pour of 1,000 ounces at the Leonora operations occurred in October, sourced from the Gwalia West Lode Intermediates zone and lower grade material from the Trump open pit. Production of higher grade ore from Gwalia Deeps has commenced this quarter, with ore exposed in the development drive on the 1050 metre level.

The Barden Decline, which is the mainstay of the initial Gwalia Deeps production for the 2009 fiscal year, is at the first production level at 1,050 metres below surface.

While the Hoover Decline is now at 1,070 metres below surface and continuing to go deeper it will provide access to ore in future years.

The Trump open pit which is supplementing the Gwalia production is located approximately 10 kilometres from the Gwalia treatment plant. Our plan was to also mine from the adjacent Kailis open pit but that has now been deferred to maintain a larger working capital buffer during these uncertain times. Kailis remains a viable open pit opportunity and the resumption of mining can readily occur at a later date.

Also at Leonora the high grade results of drilling at Tower Hill have confirmed the potential for an initial open cut and underground development. Tower Hill development would neatly complement Gwalia Deeps production and is likely to occur in 2009-10.

Just over 157,000 ounces of gold was produced from the Southern Cross operations; during 2007-08. Approximately $7 million from the current year's capital expenditure budget has been allocated to improving the reliability and efficiency of the plant and to improve metallurgical recovery. These improvement works have commenced and will be completed by April 2009.

Ore production from Marvel Loch, the cornerstone of Southern Cross, has continued to improve with a further 49 per cent increase in underground production to 900,000 tonnes at an average grade of 3.7 grams per tonne during last year.

The Company's ore reserves increased from 600,000 to 3.1 million ounces over the last 2 years – demonstrating the success of the exploration programme. The exploration focus shifted towards higher grade underground opportunities to complement ore from Marvel Loch and Gwalia Deeps. At Southern Cross, these opportunities include Jaccoletti, located 1.5 kilometres from the Marvel Loch plant and Ruapehu in the Transvaal region located 30 kilometres from the plant.

Drilling has been completed at Ruapehu with successful depth extensions to highgrade mineralisation to a depth of 430mbs. Ruapehu has existing underground infrastructure, and previously produced 46,000t @ 9.2g/t for 13,500 ounces of gold over two levels beneath the existing open pit during 2001-2002.

Drilling has also been completed at Jaccoletti, returning high-grade intersections. The results confirm the presence of continuous mineralisation extending to at least 300mbs. Jaccoletti also has the potential to be developed as a high-grade underground mine.

Drilling at Ruapehu and Jaccoletti has confirmed the potential to produce between 40,000 and 50,000 ounces per annum from underground operations in due course.

A program of reverse circulation drilling has also been completed at Edward's Find, 15 kilometres southwest of Marvel Loch. Edward's Find previously operated as an underground mine, producing 500,000t @ 8.3g/t for 149,000 ounces. The near surface oxide resources remain largely undeveloped and drilling results suggest the potential for open pit mining.

Exploration expenditure will be minimized for the remainder of this financial year.

Our focus over the next 18 months will be on productivity improvements at our two operations. We have deliberately deferred the decision to mine Kailis open pit in Leonora. Although Kailis remains a viable opportunity the upfront capital expenditure required for development has been deferred to increase our working capital buffer to a more prudent level.

We have also embarked on a complete review of the corporate function and its alignment with operations with the objective of streamlining processes and reducing corporate expenditure where it overlaps with operations.

The deliberate decision to preserve cash, increase our working capital buffer and focus on improving productivity will result in a forecast gold production for the year ending June 2009 being 265,000 – 285,000 ounces, down from 295,000 – 315,000 ounces of gold.

Forecast cash operating costs remain at between A$650 and A$670 per ounce.

The capital and exploration expenditure for the remainder of this financial year will be funded from the cash flow from operations in 2009 and the current cash reserves.

The company is now in a strong position to go forward with the two operations, a substantial prospective land position and reserves of 3.1 million ounces

We cannot control the external factors impacting our business but we can respond. Our deliberate response has been to reduce or defer expenditure and to reduce our operating costs while increasing our productivity and use our intellectual capital to enhance the value of our assets.

In closing I want to thank all St Barbara employees, consultants and contractors who have contributed not only to the development of the Leonora operations and Gwalia but also to those at the Southern Cross Operations, and our Perth and Melbourne office. It has bee a hard but rewarding year.

Eduard Eshuys Managing Director and CEO

Annual General Meeting 2008

1

Mr Eduard Eshuys, Managing Director and CEO 20th November 2008

FY08 Operational performance

• ▪ Redevelopment of Gwalia mine completed First gold pour occurred on 22 October 2008
• ▪ Gold production of approximately 500koz at Southern Cross over last three years
• ▪ Ore reserves increased to 3.1 million ounces, 43% increase after allowing depletion
• ▪ Improvement in Lost Time Injury Frequency Rate; down to 2.2 in September 2008

Western Australia Gold Industry average in FY08 was 3.2

FY08 - Financial performance

• ▪ EBITDA from operations increased by 20%
  • ▪ Reflecting higher average gold price achieved; offset partially by higher cash operating cost
• ▪ Capital raisings to fund development of Gwalia and support operations
• ▪ Average gold price achieved of A$907 per ounce, up by 16%
• ▪St Barbara remains unhedged

Leonora operations

• ▪ First gold pour on 22 October 2008
  • ▪ Sourced from West Lode Intermediates zone and lower grade open pit Trump
• ▪ Production of higher grade ore from Gwalia Deeps has commenced
• ▪ Processing plant and associated infrastructure completed

Decline Development

Open Pits – Trump and Kailis

• ▪ Trump/Kailis located 10km from Gwalia plant
• ▪ Production from Trump commenced in September quarter
• ▪ Pre-strip activities at Kailis open pit deferred to reduce expenditure and preserve cash of $16 million

Tower Hill

Southern Cross operations

• ▪ Production of 157,477 ounces for the year, slightly lower than forecast
• ▪ 49% increase in Marvel Loch underground production
  • 900,000 tonnes at an average grade of 3.7 g/t
• ▪ Open pit production of 1.6 million tonnes @ 1.7 g/t for 90,000 ounces
• ▪ Stock pile at 31 October 2008 of 440,000t @ 1.5g/t for 22,000 ounces; to be processed in FY09

Southern Cross - high grade deposits

• ▪Focus on higher grade deposits
• ▪ Potential high-grade underground ore sources at Southern Cross include Ruapehu and Jaccoletti
• ▪ Edward's Find – open pit oxide resources largely undeveloped
• ▪ Close proximity to Marvel Loch processing plant
  • •Jaccoletti - 1.5kms
  • •Edward's Find – 15kms
  • •Ruapehu - 30kms

Ruapehu

FW: Foot Wall

Jaccoletti

• • High grade continuous mineralisation extending to at least 300mbs confirmed
• • Has potential to be developed as high-grade underground mine

Focus on cash management and productivity

• ▪ Capital and exploration funded from cash flow from operations and current reserves in 2009
• ▪ Deferral of expenditure approx $16 million
  • Kailis open pit reserves of 67,000 ounces @ 3.5 g/t
• ▪Review of corporate function, operational alignment and costs
• ▪ Revised FY09 gold production target between 265,000 – 285,000 ounces to focus on cash preservation
• ▪ Forecast FY09 cash operating cost between A$650 - A$670 per ounce
  • Forecast FY09 cash operating cost for Gwalia between A$450 A$470 per ounce

In summary

• ▪St Barbara has now 2 operations with Gwalia in production
• ▪Substantial land holding, resources and reserves
• ▪A number of development opportunities identified for the future
• ▪ Meanwhile focus on prudent cash management and productivity improvement

Disclaimer

This presentation has been prepared by St Barbara Limited (Company).

The material contained in this presentation is for information purposes only and does not constitute an offer for securities.. The information in this presentation is not, and should not be relied upon as, financial product advice. It has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person. Before making an investment decision, you should consider, with or without the assistance of a financial adviser, whether an investment in the Company is appropriate in light of your particular investment needs, objectives and financial circumstances.

This presentation may contain forward-looking statements that are subject to risk factors associated with exploring for, developing, mining, processing and sale of gold. Forward-looking statements include those containing such words as anticipate, estimates, should, will, expects, plans or similar expressions. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a range of variables and changes in underlying assumptions which could cause actual results or trends to differ materially.

This presentation has been prepared by the Company based on information available to it at the date of this presentation. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, none of the Company, its related bodies corporate or any of their directors, employees, agents or advisers accept any liability for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it, including, without limitation, any liability arising from fault or negligence on the part of the Company its related bodies corporate or any of their directors, employees, agents or advisers.

Nothing in this presentation is a promise or representation as to the future. Statements or assumptions in this presentation as to future matters may prove to be incorrect and the differences may be material. None of the Company, its related bodies corporate or any of their directors, employees, agents or advisers gives any representation or warranty as to the accuracy of such statements or assumptions.