ST BARBARA LIMITED — Proxy Solicitation & Information Statement 2007

Nov 13, 2007

ASX Shareholders Report

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St Barbara

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Notice of

Extraordinary General Meeting

An Extraordinary General Meeting of the Company is being convened for Thursday 13 December 2007 at 10:00am(AEST) at The Westin, 205 Collins Street Melbourne Victoria, to consider the ratification of the shares issued through the equity placement completed on 1 November 2007.

Copies of the Notice of Extraordinary General Meeting and Proxy Form are attached.

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Ross Kennedy Company Secretary

14 November 2007

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St Barbara Limited ACN 009 165 066 Level 21, 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

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St Barbara Limited ABN 36 009 165 066

Notice of Extraordinary General Meeting

Meeting Documentation including:

• Notice of Extraordinary General Meeting

• Explanatory Memorandum

• Proxy Form

The Directors recommend that you vote in favour of the resolution to be considered at the Extraordinary General Meeting.

Important Notices

Read this document

This is an important document and requires your careful attention. You should read all of it before deciding whether or not to approve any of the resolutions contained herein. If you do not understand any of it or are not sure what to do, please consult your legal or financial adviser immediately.

Proxy Form

If you are unable to attend the Extraordinary General Meeting in person, please complete the enclosed Proxy Form and return it in accordance with the specified instructions.

Role of ASX

A copy of this document has been lodged with ASX. ASX and its officers take no responsibility for the contents of this document.

Defined terms

Certain capitalised terms used in this document are defined in section 2 of the Explanatory Memorandum.

Contents

Contents
		Page
Chairman’s	Letter	1
What You Should Do		2
Notice of Extraordinary General Meeting		3
Explanatory	Memorandum to Shareholders	5
1.	Resolution– Ratification of Placement	5
2.	Definitions	6
Proxy Form		7

ABN 36 009 165 066

St Barbara Limited

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12 November 2007

Dear Shareholder

Extraordinary General Meeting

On 26 October 2007, St Barbara announced the successful completion of an institutional placement of 120.5 million ordinary shares to raise $75.9 million in new equity.

We believe it is prudent for the equity placement to be ratified by shareholders soon after the funds have been raised. This ‘refreshes’ the Company’s ability to issue new shares up to the allowed ASX 15% capital threshold during the twelve months from the equity issue date. The Company does not plan to raise additional capital other than through the announced Share Purchase Plan which closes on 29 November 2007.

An Extraordinary General Meeting has been convened for Thursday 13 December 2007 at 10.00am (Melbourne time) in Executive Room II, The Westin Hotel, 205 Collins Street (corner Swanston Street), Melbourne.

I refer you to the enclosed Meeting Documentation which contains additional details. The Board of Directors recommends that eligible shareholders vote in favour of the Resolution.

If you are not able to personally attend the meeting, details of how you can vote are set out in the enclosed Proxy Form. Proxy Forms must be received at the designated address by no later than 10.00am on Tuesday 11 December 2007 (Melbourne time), in order to be valid.

Yours sincerely

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Colin Wise Chairman

Level 21, 90 Collins Street, Melbourne VIC 3000 Locked Bag 9, Collins Street East VIC 8003 TELEPHONE + 61 3 8660 1900 FACSIMILE + 61 3 8660 1999

What You Should Do

Step 1

Read this Meeting Documentation

This Meeting Documentation sets out the details of the Resolution for Shareholders. This information is important. You should read this document carefully and if necessary seek your own independent advice on any aspects about which you are not certain.

Step 2

Vote on the Resolutions

Your vote is important.

If you are unable to attend the meeting in person, you should complete the Proxy Form that accompanies this Meeting Documentation and return it in the reply paid envelope provided so as to be received by the Company before 11 December 2007 at 10.00am (Melbourne time). Proxy Forms received after this time will be invalid.

For details on how to complete and lodge the Proxy Form, please refer to the instructions on the Proxy Form.

The Board recommends you vote “FOR” the Resolution by completing the enclosed Proxy Form.

Questions

If you have any questions about any matter contained in this Meeting Documentation, please contact Mr Ross Kennedy, Company Secretary, on +61 3 8660 1900.

Key Dates

Deadline for lodgement of Proxy Forms Date and time for determining eligibility to vote Date of Extraordinary General Meeting	Tuesday 11 December 2007 at 10.00am (Melbourne time) Tuesday 11 December 2007 at 7.00pm (Melbourne time) Thursday 13 December 2007 at 10.00am (Melbourne time)

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St Barbara Limited

ABN 36 009 165 066

Notice of Extraordinary General Meeting

Notice is given that an Extraordinary General Meeting of the Company will be held on Thursday 13 December 2007 at 10.00am (Melbourne time) in Executive Room II, The Westin Hotel, 205 Collins Street (corner Swanston Street), Melbourne.

Agenda

Resolution – Ratification of Placement

To consider, and if thought fit, pass the following as an ordinary resolution for the purposes of Listing Rule 7.4 and for all other purposes:

“That the issue on 1 November 2007 of 120,507,335 million ordinary shares in the capital of the Company to institutional and professional investors, the terms of which are summarised in the Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting, be ratified.”

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Extraordinary General Meeting.

Entitlement to Vote

1. Snapshot Date

It has been determined that under the Corporations Regulations 7.11.37, for the purposes of the Extraordinary General Meeting, Shares will be taken to be held by the persons who are the registered holders on 11 December 2007 at 7pm (Melbourne time). Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

2. Voting Exclusion

The Company will disregard any votes cast on the Resolution by:

• Shareholders who participated in the Placement; and

• any of their associates.

Notwithstanding this exclusion, the Company will not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Proxies

A Shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder and can

page 3

be either an individual or a body corporate. If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 (Cth); and

• provides satisfactory evidence of the appointment of its corporate representative.

If such evidence is not received, then the body corporate (through its representative) will not be permitted to act as a proxy.

A Shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

A Proxy Form accompanies this Notice and to be effective must be received at St Barbara’s share registry at:

St Barbara Limited Share Registry C/- Computershare Limited GPO Box 242 Melbourne, Victoria, 3001 OR

by facsimile: (+61 3) 9473 2555

by no later than 11 December 2007 at 10.00am (Melbourne time).

By Order of the Board

Dated: 12 November 2007

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Ross Kennedy Company Secretary

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St Barbara Limited

ABN 36 009 165 066

Explanatory Memorandum to Shareholders

This Explanatory Memorandum has been prepared to assist Shareholders to understand the business to be put to Shareholders at the forthcoming Extraordinary General Meeting.

1 Resolution – Ratification of Placement

Introduction

On 1 November 2007, the Company issued 120,507,335 Shares at the issue price of $0.63 each ( Placement Shares ) under a placement to international and Australian institutions, raising $75.9 million. Allottees of Placement Shares were determined under a book build conducted by Deutsche Bank AG.

The issue price represents a 6.0% discount to the market closing price of Shares on 23 October 2007 (being the day before the Placement was announced to ASX).

The net proceeds from the Placement were approximately $73.4 million and will be used to fund:

• Further exploration and development studies at Tower Hill;

• Expansion of Southern Cross Operations;

• Completion of the development of Gwalia;

• Acceleration of exploration activities to increase reserves;

• Deferral of a planned bank debt facility; and

• Additional working capital.

Approval under the Listing Rules

Under Listing Rule 7.1, the prior approval of Shareholders was not required to issue the Placement Shares because those securities, when aggregated with securities issued by St Barbara during the previous 12 months (other than those securities issued with Shareholder approval), did not exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Shareholder approval is now sought to ratify the issue of the Placement Shares under the Resolution in order to “refresh” the Company’s ability to issue new securities up to the 15% capital threshold specified by Listing Rule 7.1, during the twelve months from the equity issue date of 1 November 2007.

The Company does not plan to raise additional capital other than through the current Share Purchase Plan. However, it is considered prudent for the equity placement to be ratified by shareholders soon after the funds have been raised.

The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally with all other Shares.

Board recommendation

The Board recommends the ratification of the issue of the Placement Shares and that Shareholders vote in favour of the Resolution. In accordance with Listing Rule 7.5.6, the Company will disregard any votes cast by Shareholders who participated in the Placement or any of their associates in respect of the Resolution.

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2 Definitions

ASX means ASX Limited;

Board means the board of directors of St Barbara Limited;

Corporations Act means the Corporations Act 2001 (Cth);

Director means a director of St Barbara Limited;

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Extraordinary General Meeting contained in this Meeting Documentation;

Listing Rules means the Official Listing Rules of ASX Limited;

Meeting Documentation means this document comprising of the Notice of Extraordinary General Meeting, Explanatory Memorandum and the Proxy Form;

Notice of Extraordinary General Meeting means the notice of meeting which is enclosed in the Meeting Documentation;

Placement means the issue by the Company of 120,507,335 Shares at the issue price of $0.63 each to international and Australian institutions on 1 November 2007;

Placement Shares means the Shares issued under the Placement;

Proxy Form means the proxy form for the Extraordinary General Meeting contained in this Meeting Documentation;

Resolution means the resolution set out in the Notice of Extraordinary General Meeting;

Share means a fully paid ordinary share in the capital of St Barbara Limited;

Shareholder means a holder of Shares; and

St Barbara or the Company means St Barbara Limited ABN 36 009 165 066.

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000001 000 SBM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 653 935 (outside Australia) 61 3 9415 4356 Facsimile 61 3 9473 2555 www.computershare.com

Securityholder Reference Number (SRN)

I1234567890

I 1234567890 I ND

I/We being a member/s of St Barbara Limited and entitled to attend and vote hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of St Barbara Limited to be held at the Executive Room II, The Westin Hotel, 205 Collins Street (corner Swanston Street), Melbourne on Thursday 13 December 2007 at 10:00am (Melbourne time) and at any adjournment of that meeting.

For Against Abstain*

Item 1 Ratification of Placement

The Chairman of the Meeting intends to vote undirected proxies in favour of the item of business.

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.

S B M

1 3 P R

SBM_PROXY_183743/000001/000001/i

How to complete the Proxy Form

1 Your Address

This is your address as it appears on the company’s Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘x’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's Share registry or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com .

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 10:00am (Melbourne time) on Thursday 13 December 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or: IN PERSON Share Registry - Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067 Australia BY MAIL Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia BY FAX +61 3 9473 2555