ST BARBARA LIMITED — AGM Information 2009

May 4, 2009

ASX Announcement

==> picture [77 x 76] intentionally omitted <==

St Barbara

==> picture [136 x 44] intentionally omitted <==

==> picture [136 x 118] intentionally omitted <==

==> picture [136 x 91] intentionally omitted <==

Chairman’s Address to Extraordinary General Meeting

5 May 2009

We attach a copy of the Chairman’s Address to the Extraordinary General Meeting of Shareholders to be held this morning at 9.00am at the Westin Hotel in Executive Room II, 203 Collins Street, Melbourne.

==> picture [97 x 40] intentionally omitted <==

Ross Kennedy Company Secretary

==> picture [136 x 127] intentionally omitted <==

==> picture [136 x 43] intentionally omitted <==

St Barbara Limited ACN 009 165 066 Level 14, 90 Collins Street, Melbourne Vic 3000 Telephone +61 3 8660 1900 Facsimile +61 3 8660 1999 Email melbourne@stbarbara.com.au Website www.stbarbara.com.au

G:\Corporate\Company Secretarial\ASX\2009\working drafts\090505 ASX Chairmanʹs Address to EGM.doc

St Barbara Limited ABN 36 009 165 066

Address by Colin Wise, Chairman, St Barbara Limited to the Extraordinary General Meeting of Shareholders

==> picture [97 x 93] intentionally omitted <==

There are two resolutions that are placed before shareholders for approval.

The first relates to the ratification of the Company’s institutional placement of shares in March this year. In recommending this resolution for shareholders’ approval, it is appropriate to outline why the Board considered it prudent to raise funds in this way.

In June 2007, St Barbara issued A$100 million of convertible notes. While the Notes were due for repayment or conversion into shares in June 2012, the terms of the issue allowed for early redemption on 4th June 2010. There are consequential balance sheet issues to be considered, with the outstanding face value of the Notes needing to be accounted for as a current liability as at 30th June 2009.

Strategies to mitigate both the redemption risk and the possible need to borrow funds, along with the related balance sheet impact, have been under regular review.

In February this year, an opportunity arose to raise funds by the private placement of shares to institutions, as an alternative to a debt raising. The Board had concluded that even if it was possible to borrow money, which was considered extremely unlikely, this would not be the prudent thing to do.

The outcome was that A$75 million net of fees was successfully raised, which both strengthened St Barbara’s balance sheet and enables the Company to partially buy back the Convertible Notes at an appropriate discount before June 2009, and/or to fund a later redemption of such of the Notes which have not been converted to shares.

As an initial step, St Barbara last month announced the buy back of A$22.5 million face value of notes at 94 cents in the dollar, representing a 6% discount to face value, a saving on accrued interest up to the date of the buy‐back and a related future reduction in interest charges on these Notes.

I now turn to the purpose of today’s resolution.

While the Company has no plans or present need to raise additional equity at this time, it is nevertheless considered prudent, in keeping with general industry practice, to now seek shareholder approval to ratify the institutional placement of 189.6 million shares at 41 cents each, which raised this net A$75 million. This will refresh the Company’s ability to issue new securities up to the 15% capital threshold specified in the ASX Listing Rules and will provide St Barbara with flexibility in its continuing need to manage its capital resources.

LEVEL 14, 90 COLLINS STREET, MELBOURNE VIC 3000 LOCKED BAG 9, COLLINS STREET EAST VIC 8003

TELEPHONE + 61 3 8660 1900 FACSIMILE + 61 3 8660 1999

G:\Corporate\Company Secretarial\ASX\2009\working drafts\090505 Chairman's EGM Address Attachment.doc

2

---

Turning now to the second resolution, I have already introduced Mr. Tim Lehany, who was appointed Managing Director of the Company and its subsidiaries on 2nd March 2009.

Tim’s qualifications have been outlined in the Exploratory Memorandum which is part of the Notice for this meeting. His total remuneration package preceding his appointment was based on external advice and was benchmarked against remuneration packages for other companies comparable to St. Barbara.

It is a well established practice for chief executive officers to have part of their total remuneration package placed at risk in the form of equity entitlements, and accordingly, the vesting of the proposed options for Mr. Lehany will be dependant on satisfying a performance hurdle based on relative shareholder value creation. The options covered by this resolution will therefore only vest if St Barbara’s total shareholder returns from 2nd March 2009 to 30th June 2012 outperform the total shareholder returns for a defined peer group of 10 Australian companies in the gold and resources sectors.

Finally, I note that any future options to be issued to staff generally, under the St Barbara Limited Employee Option Plan will also be subject to appropriate performance hurdles.

On behalf of the Board, I recommend the resolution be approved.