TESORO GOLD LTD — Share Issue/Capital Change 2004

Jan 12, 2004

MARKET RELEASE

13 January 2004

van Eyk Three Pillars Limited

van Eyk Three Pillars Limited has applied for admission to the official list of Australian Stock Exchange Limited and for quotation of its securities. It has been given a provisional ASX code. Provision of an ASX code and publication of the following information does not mean that the entity will be admitted or that its securities will be quoted.

Pam Ross Manager Company Announcements Office

13/01/04Newcomr.doc

GRANITE THREE PILLARS LIMITED ACN 106 854 175

REGISTERED OFFICE

GRANITE THREE PILLARS LIMITED ACN 106 854 175

Level 5, 14 Martin Place Sydney NSW 2000

LAWYERS

WATSON MANGIONI

Level 13, 50 Carrington Street Sydney NSW 2000

INVESTMENT MANAGER

VAN EYK RESEARCH LIMITED SECURITIES DEALERS LICENCE NO: 10956 ACN 010 664 632

Level 2, 210 George Street Sydney NSW 2000

MANAGER AND DEALER TO THE OFFER

WHITE FUNDS MANAGEMENT PTY LIMITED AUSTRALIAN FINANCIAL SERVICES LICENCE NO: 229843 ACN 074 709 210

Level 5, 14 Martin Place Sydney NSW 2000

ACCOUNTANTS

MOORE STEPHENS WI PTY LIMITED ACN 098 199 118

Level 5, 14 Martin Place Sydney NSW 2000

INDEPENDENT ACCOUNTANT AND AUDITORS

GROSVENOR SCHILIRO CHARTERED ACCOUNTANTS

Level 2, 333 George Street Sydney NSW 2000

SHARE REGISTRY

REGISTRIES LIMITED ACN 003 209 836 Level 2, 28 Margaret Street Sydney NSW 2000

VAN EYK RESEARCH INVESTMENT TEAM

GRANITE THREE PILLARS LIMITED

IMPORTANT NOTICES $\ddot{\mathbf{1}}$ SUMMARY 3 $\mathbf{1}$ . LETTER FROM THE CHAIRMAN IF A DISPOSED AND IN THE ABOVE ASSESSED. THE INVESTMENT & 4. INVESTMENT MANAGER $6²$ THE DIRECTORS 5. 12 ADMINISTRATION MANAGER $6.$ 14 HISTORICAL PERFORMANCE $\boldsymbol{\tau}$ 15 OPERATIONAL INFORMATION 9. SHARES 24 10. OPTIONS $25₁$ 11. DIVIDEND RE-INVESTMENT PLAN 26. 12. INDEPENDENT ACCOUNTANT'S PREPORT רפ $13.7A$ 30. 14. MATERIAL CONTRACTS $31$ 15. ADDITIONAL INFORMATION 37 $16.$ DEFINITIONS & GLOSSARY 41 GUIDE TO COMPLETING FORM 17. APPLICATION FORM

van Eyk Research

WFM

INDICATIVE TIMETABLE

BROKERS TO THE ISSUE

Date of Prospectus	14 November 2003
Expiry of exposure period	21 November 2003
Offer to open	24 November 2003
Priority offer closes	19 December 2003
Offer expected to close	9 January 2004
Trading of Shares expected
to commence on ASX	23 January 2004

The above dates are indicative only and may vary, subject to the requirements of the Listing Rules and the Corporations Act.

The Company reserves the right to close the Offer earlier than 9 January 2004 or extend the Closing Date.

No Shares or Options will be issued on the basis of this Prospectus later than the expiry date of this Prospectus being the date 13. months after the date of this Prospectus.

The Company will apply to ASX for the Shares and Options to be listed for quotation on ASX within 7 days after the date of this Prospectus.

IMPORTANT NOTICES

$\blacksquare$ he Prospectus is dated 14 November 2003 and a copy of this Prospectus has been lodged with the ASIC on that date. Neither ASIC nor ASX takes any responsibility for the content of this Prospectus.

An application for Shares and Options can only be made by completing and lodging the Application Form contained at the back of this Prospectus.

Before deciding to apply for Shares and Options, Applicants should carefully read this Prospectus in its entirety. Consideration should be given to the risk factors, such as those highlighted in Section 4.6 and 4.7, which could affect the performance of the Company. You should consider these factors in light of your personal circumstances and seek suitable professional advice from a financial or other professional adviser before deciding whether to invest.

Information or representations provided to potential investors that are not contained within this Prospectus should not be relied upon as having been authorised by the Company. No person is authorised to provide information or representations other than those contained within the Prospectus.

Definitions of words and phrases used in this Prospectus can be found in Section 16.

Offers under this Prospectus will be made pursuant to an arrangement between the Company and licensed securities dealers or Australian Financial Services Licensees (dealer) pursuant to Section 911A(2)(b) of the Corporations Act. The Company will only authorise dealers to make offers to people to arrange for the issue of Shares and Options by the Company under the Prospectus and the Company will only issue Shares and Options in accordance with such offers ifthey are accepted.

The Company will forward all Application Forms and Application Monies to White Funds Management Pty Limited. White Funds Management Pty Limited will deposit and deal with Application Monies pursuant to this Prospectus.

White Funds Management Pty Limited's function should not be considered as an endorsement of the Offer nor a recommendation of the suitability of the Offer for any investor. White Funds Management Pty Limited does not guarantee the success or performance of the Company or the returns (if any) to be received by investors. Neither White Funds Management Pty Limited nor any other dealer is responsible for or caused the issue of this Prospectus. The Company reserves the right to enter into similar arrangements to those with White Funds Management Pty Limited with other dealers.

IMPORTANT NOTICES

Completed applications must be received by White Funds Management Pty Limited prior to 5.00 pm (EST) on the Closing Date. The Directors may close the Offer at any time after expiry of the exposure period without prior notice or extend the Offer period in accordance with the Corporations Act. Early lodgment of your application is recommended as the Offer may be closed early.

The Directors reserve the right to allocate any lesser number of Shares and Options than those for which an Applicant has applied. Where the number of Shares and Options allotted is fewer than the number applied for, surplus Application Monies will be refunded without interest.

An application for Shares and Options under this Prospectus can only be made by completing and lodging the Application Form attached to the back of this Prospectus. Detailed instructions on completing the Application Form can be found in Section 17.

This Prospectus is available in electronic form on the van Eyk Research website at :

http://www.irate.vaneyk.com.au/articles/granite3pltdpros.pdf

The Offer or invitation to which the Electronic Prospectus relates is only available to persons receiving the Electronic Prospectus in Australia.

The Company will send to a person a copy of the paper Prospectus and paper Application Form free of charge if the person asks during the application period.

The Shares and Options to which the Electronic Prospectus relate will only be issued or transferred on receipt of a printed copy of the Application Form together with a printed copy of the Prospectus. The Application Form may be generated by software accessible by the same means as the Prospectus.

Investors with questions on how to complete the Application Form or who require additional copies of the Prospectus should contact White Funds Management Pty Limited on (02) 9229 7999.

OBJECTIVE:

To facilitate access to a blend of eauity portfolios designed to deliver above market returns and an attractive dividend yield. The portfolio management strategies will be based on the highly developed van Eyk Research portfolios.

STRUCTURE:

ASX Listed Investment Company ("LIC").

OFFER:

Subscription for up to 100,000,000 Shares issued at \$1.00 per Share. Each Share will entitle the subscriber to 1 Option to subscribe for an additional Share. Exercise price for this Option shall be \$1.00 and will expire 19 May 2005.

PRIORITY OFFER:

Up to 50 million Shares have been set aside for a priority allocation to existing clients of van Eyk Research who lodge applications by 19 December 2003.

MINIMUM INVESTMENT:

\$2,000 for 2,000 Shares and 2,000 Options.

INVESTMENT MANAGER:

van Eyk Research Limited.

INVESTMENT PROCESS:

Investments will be drawn from the ASX 300. The Portfolio will comprise three sub portfolios being Blue Chip, Growth and Special Situations.

van Eyk Research employs a four step process to analysis and rank each entity in the ASX 300. Firstly it evaluates the quality measures under the categories of growth, stability, financial condition, competitive advantage, and outlook.

Secondly, it classifies each stock into one of six general categories. This classification process takes into account not only the growth potential of the entity but also the quality attributes.

Thirdly, each stock is valued based on the strategies and methodologies expounded by some of history's greatest investment practitioners. Appropriate valuation methods are applied to the growth and value situations.

Finally each sub portfolio is constructed based on the results of the initial three steps and the weighting of the three sub portfolios will be adjusted according to the van Eyk Research assessment of the investment outlook.

INVESTMENT PERFORMANCE:

Past performance of the three model van Eyk Research sub portfolios is provided (in Section 7 of this document) for information purposes only and should not be taken as being indicative of actual past or future performance.

TAXATION STATUS:

As the Company is seeking to return above market performance. the Portfolio will be actively traded and so is not expected to meet the Income Tax Assessment Act definition of a Listed Investment Company. Refer to Section 13.

DIVIDEND POLICY:

The Company will seek to pay dividends above the underlying Portfolio's dividend yield (net of expenses) by distributing a portion of realised gains on investments.

ADMINISTRATION MANAGER: WFM.

MANAGEMENT FEES:

For the value of the Portfolio up to and including \$100 million, Management Fees shall be calculated as 0.9% per annum of the value of the Portfolio. If the value of the Portfolio is in excess of \$100 million, Management Fees will be calculated at 0.75% per annum of the value of the Portfolio held in excess of \$100 million. Refer to Section 14.

PERFORMANCE FEES:

15% per annum of over performance of ASX 300 Accumulation Index for the relevant period.

INVESTIGATING ACCOUNTANTS:

Grosvenor Schiliro Chartered Accountants.

NOTE:

Prospective investors should read the full text of the Prospectus as the information contained in this summary section is not intended to and does not provide a comprehensive review of the business and the financial affairs of the Company or Shares and Options offered under the Prospectus.

SECTION

GRANITE THREE PILLARS LIMITED

Dear Investor

It gives me pleasure to present you with an opportunity to become a shareholder in GRANITE THREE PILLARS LIMITED through an issue of Shares and Options

Granite Three Pillars Limited brings together van Eyk Research Limited, a highly respected research and asset consultant as investment manager and the corporate management and governance expertise of White Funds Management Pty Limited.

The investment portfolio will be derived from the Australian Stock Exchange top 300 listed shares using the established van Eyk Research share selection model. Investments will be blended across Blue Chip, Growth and Special Situations sub portfolios within the parameters of prescribed weightings. These actively managed sub portfolios will provide investors with the potential for significant outperformance.

The Offer gives investors the opportunity to benefit from a disciplined investment strategy without paying the significant premiums to net asset backing required at present to acquire shares in many of the other listed investment companies. van Eyk Research's investment methodology is based on extensive fundamental analysis.

The Prospectus contains details of the Offer and a description of the risks associated with holding shares in Granite Three Pillars Limited. Please read it carefully before deciding whether to invest. If you are uncertain as to whether the Shares and Options offered are a suitable investment for your purposes you should consult your stockbroker, accountant or other professional adviser.

On behalf of the Board of Directors I invite you to consider this investment opportunity.

Yours faithfully

David Iliffe

Chairman

SECTION

3. INVESTMENT ATTRACTIONS

Optimal Structure

The LIC structure provides investors with a low cost entry route into a diversified portfolio. With even a small investment amount, the investor will gain exposure to a balanced portfolio containing several dozen stocks.

Ideal Timing

Equity market sentiment is improving and many LIC's are presently trading at a premium to NTA backing. The Company offers investors an opportunity to invest at close to NTA. Investors also receive a free Option exercisable at the issue price.

Rigorous Process

The Company will deploy van Eyk Research's four stage methodology for stock selection.

Portfolio Flexibility

The Portfolio can be re-weighted according to scale and type of stock in order to adapt to different market cycles. van Eyk Research has been employing portfolio blending techniques for many years.

Well Regarded Manager

van Eyk Research is a highly regarded provider of research into areas including portfolio construction, asset allocation and stock selection.

Experienced Team

The Portfolio manager of van Eyk Research, Tom Cottam, has 39 years of experience in fund management around the world. His 7 member team includes two other portfolio managers.

Active Management

The Company will remain over 95% invested in equities. It is anticipated that this level of investment will be achieved within 30 days from the issue of Shares under this Prospectus. The Investment Manager will stay true to its methodology in terms of buying (undervalued) and selling (overvalued) stocks. The Investment Manager will avoid simply following market trends.

Strong Performance History

van Eyk Research has been publishing model portfolios on its website for 27 months and in that period it has outperformed its benchmark, the S&P ASX 300 Accumulation Index (refer to Section 7).

High Dividend Payout

The Company will seek to pay dividends above the underlying Portfolio's dividend yield (net of expenses) by distributing a portion of realised gains on investments.

Priority Allocation

Up to 50 million Shares have been set aside for a priority allocation to existing clients of van Eyk Research. This priority allocation is restricted to applicants who lodge by the 19 December 2003, stamped by a dealer who is a client of van Eyk Research. These Shareholders should use the Priority Allocation Form.

THE INVESTMENT & INVESTMENT MANAGER 4.

4. THE INVESTMENT & INVESTMENT MANAGER

4.1 THE INVESTMENT MANAGER

Since 1989 van Eyk Research has developed its reputation as a quality provider of research to the financial planning community. van Eyk Research provides research to a significant proportion of Australia's financial planners, van Eyk Research specialises in research and advice relating to fund manager selection, portfolio construction and management, asset allocation and direct share research. The asset consulting business of van Evk Research had \$39 billion funds under advice (as at 30 June 2003).

A natural extension of van Evk Research's asset consultancy is providing model portfolios of fund and direct shares. van Eyk Research has constructed direct share model portfolios, which have been published on their websites:

http://www.vaneyk.com.au http://irate.vaneyk.com.au

van Eyk Research's portfolio team has been together for three years and has significant industry experience.

In July 2003 van Eyk Research commenced providing investment management services, based on its portfolio construction and blending expertise. As at the date of this Prospectus, it has \$105 million under management.

van Evk Research holds a Securities Dealers Licence, and has applied for the transition of the licence to the FSR regime.

been responsible for a number of investment reviews for international and Australian equity managers and was editor of the Investment Outlook Report from 1992-95. During 1998 he initiated the development of ikate, the firm's research analytic tool and continues to manage the ongoing development of the van Eyk Research's Internet strategy.

As head of van Eyk Research's Sales unit, Mark is responsible for the group's business development strategies. He holds a Bachelor of Business in Finance and Economics from the University of Technology, Sydney.

Tom Cottam, Head of Investment Research

Tom is a shareholder of van Eyk Research and is responsible for asset allocation, investment sector strategies and stock selection. Tom commenced his career in 1964 as an investment analyst in London with a leading firm of stockbrokers. Rowe and Pitman. which has since become part of the UBS Warburg group. He then moved into fund management as the manager of the UK'S largest private sector pension fund (at the time), the General Electric Pension Fund. He has also held roles as Head of European, and then at a later date as Head of Asian (including Australian) equities with one of the world's largest stand-alone investment portfolios based in the Middle East. Tom arrived in Australia in February 1987, to take up an appointment as the senior manager of AMP's international equity portfolios for five years and was promoted to Chief Investment Strategist. Since then he was Head of Equities and Asset Allocation at State Super.

4.2 KEY PERSONNEL

Stephen van Eyk, Managing Director

Stephen established van Eyk Research in 1989 and has seen the organisation grow to become a market leader in the provision of research services to the financial planning community.

Stephen was voted one of the industries most influential people in 2001 and 2002. He holds a Bachelor of Commerce with merit from the University of NSW, was awarded the Australian Finance Conference Prize in 1978 and is an Associate of the Securities Institute of Australia.

Mark Thomas, Director

Mark has over sixteen years experience in the industry as an investment analyst. He joined van Eyk Research in 1990 and has

STEPHEN VAN EYK MARK THOMAS TOM COTTAM LEFT TO RIGHT:

4. THE INVESTMENT & INVESTMENT MANAGER

4.3 INVESTMENT PROCESS:

The Company's Portfolio will be made up of three sub portfolios. The following process has been applied in constructing the published sub portfolios, Blue Chip, Growth and Special Situations and will continue to be applied in the composition of the Portfolio.

The sub portfolios will be blended with consideration given to the appropriate balance between large and small entities as well as diversification by industry sectors and van Eyk Research's company 'classifications'.

The van Eyk Research share selection process ranks key financial variables and valuation assessments for each of the ASX 300 constituent entities. This is a six-stage process.

• i) Quality Assessment
• ii) Classification
• iii) Valuation
• iv) Rankings
• v) Portfolio Construction
• vi) Blending
• I. QUALITY ASSESSMENT

First, van Eyk Research evaluates the following quality measurements for each entity. Each individual score is ranked against the entire universe of stocks to facilitate comparisons.

Growth - van Eyk Research calculate the compound average arowth rates of:

• Sales Revenue.
• Book Value.
• Dividends.
• Earnings.
• * Security Price.

Stability of each of the above items over time -a measurement of the variability of each of the growth measures.

Financial Condition of each entity is also measured by reference to:

* Gearing or debt/equity ratios.

• Interest cover or the ability to pay interest on their debt.
• Cash flow ratio or the ability to convert accounting profits into cash.
• * Quick ratio the "acid test" used to determine the adequacy of cash (and equivalents) to pay all current liabilities - a measure of liquidity.
• $\,$ Working Investment Ratio an indication of how well a $\,$ company is managing its non-cash liquid net assets.

Competitive Advantage, in particular:

• * Return on capital employed a high figure is indicative of dominance or an established position.
• * Profit margins an indication of competitive strength.
• * Asset turnover is a measure of efficiency.

Outlook for each entity is based on an appraisal of statements from the entity and also earnings forecasts collected from leading specialist investment analysts (a consensus of analysts' view).

II. CLASSIFICATION

van Eyk Research classifies each stock in one of six general categories, based on the quality assessment scores. The classification process takes into account the ability of an entity to sustain future growth and other quality score considerations that could indicate the nature of any future arowth. The categories are as follows:

GROWTH	Dynamic	fast growth
	Stalwarts	moderate growth
VALUE	Slugs	slow growth
	Cyclical	bounces
	Turnaround	hope for recovery
	Asset Situation	fire sale value

Dynamic Growth: These entities have an expectation of producing strong growth, sustainable for quite a few years. Some fast growing entities can be quite risky and the market will punish non-performing growth stocks. Entities with poor competitive advantage or financial condition are often unable to sustain strong growth, so our classification criteria include a satisfactory financial condition, and competitive advantage, along with a promising growth outlook.

MANAGER 4. THE INVESTMENT INVESTMENT $\mathbf{g}$

Stalwarts: These are entities that are not as dynamic as maybe they once were - or do not have sufficient quality or crowth outlook to gain the Dynamic Growth status - but still capable of respectable growth at say twice the level of the economy at large. Many stalwarts can be quite defensive in nature and therefore should provide the core of a lower risk equity portfolio.

Slugs: Entities have a life-cycle and usually slugs are large entities well past middle age that struggle even to keep up with the general growth of the economy. Once upon a time today's slugs may well have been fast growing but demand for their products slowed, management deteriorated or competition intensified.

High yielding stocks are often found in this classification because the best use of their profits may be to pay generous dividends rather than reinvest in moribund activities.

Cyclicals: These are entities that move directly with the business cycle, generally they advance as business conditions improve and decline when business slackens. Mining companies are typically cyclical, along with developers, contractors and basic materials producers.

Turnarounds: These are entities that may have difficulties. There is the potential to recover but also the possibility of insolvency. It is possible to obtain great rewards from this area of the market but the risks are also the greatest. Stocks in this classification may suit more aggressive investors or those with a contrarian bent. Because this type of stock often 'does its own thing' regardless of the general market direction, they can provide very good diversification characteristics within a portfolio.

Asset Situations: These are stocks for which the share price is below or does not adequately account for the value of the entities' assets. This sort of entity may be in trouble, but may also be nealected or unloved by the market. Sometimes there might be an undervalued property interest or a share holding in another quoted entity whose price has risen, a valuable patent or an increase in the value of mining or oil reserves. These stocks are the opposite end of the spectrum to Dynamic Growth entities and are selected by the ultimate value measure - Price to Book Value.

III. VALUATION

The application of an appropriate valuation methodology is dictated by the classification of the stock. Rather the reinventing the wheet, van Eyk Research uses well established valuation methodologies.

In particular, 'Growth' classifications are valued using a combination of the following criteria:-

1. Intrinsic Value

This is an 'earnings' related measurement taking into account:

• An entity's earnings per share.
• The expected earnings growth rate; and $\bullet$
• The 10-year bond yield. $\bullet$

2. Discounted Free Cash Flow:

First, van Eyk Research apply two additional quality filters:

• van Eyk Research seeks to exclude entities that have an ongoing requirement for high capital expenditure.
• van Eyk Research also seeks to exclude entities that have not demonstrated an ability to add shareholder value. In particular the reinvestment of retained earnings should have produced high rates of return.

Thereafter the future stream of free cash flow (essentially the profits available when allowance is made for all expenditures that are required for the entity to stay in business) is then projected forward and discounted back to a present value.

3. PEG ratio

This simple ratio is calculated by dividing the prospective P/E ratio of a share by the estimated future (1 year) growth rate in earnings per share.

4. PS ratio in conjunction with Relative Strength:

This basic ratio has been shown to produce very consistent outcomes over many decades and when combined with positive relative price performance has shown a remarkable record of success.

Firee Pillers

HUNDAY

1. THE INVESTMENT & INVESTMENT MANAGER

The 'Value' classifications are valued using a combination of the following criteria:

1. Net, Net Asset Value:

The share price is compared with an entity's net current assets after deduction of long term debt. When the share price is low in relation to Current Assets - Current Liabilities - Long-Term debt there is an implication that the fixed assets of the entity are available at bargain levels. This is a 'deep-value methodology.'

2. Basic Static Ratios

These refer to the common P/E ratio and Dividend Yield in conjunction with 12 month's relative price performance versus the market.

3. Basic Asset and Revenue Ratios:

These ratios are the Price to Book Value and Price to Sales measurements in combination, this time, with 3 months relative price performance versus the market.

IV. RANKINGS

All stocks are continuously ranked on quality and valuation providing a dynamic distribution which has an equal number of buys and sells.

V. PORTFOLIO CONSTRUCTION

The selection criteria for each individual portfolio are as follows:

Blue Chip - This sub portfolio is taken from the Top 100 stocks by market capitalisation, using the rankings from van Eyk Research Free Cash Flow, valuation methodoloav. The aim is to select a diversified 12 stock portfolio of quality companies at a reasonable price. The 'Blue Chip' is the most conservative of the three sub portfolios, and aims for low turnover.

Growth - The Growth sub portfolio selection is taken from the van Eyk Research 'Dynamic Growth' and 'Stalwart' classifications, which are at the high end of van Eyk Research quality scale. The aim is to select a 12 stock portfolio of quality growth companies at bargain prices, whilst maintaining reasonable diversification across sectors.

Special Situations - The Special Situations portfolio is a selection of 12 undervalued stocks, which may have the potential for market re-rating, furnaround or takeover. The selection is taken from the lower end of the quality scale. The selection has a contrarian flavour. The portfolio is selected from the van Eyk Research Slug, Cyclical, Turnaround and Asset Situation classifications. By its very nature this selection will be the most adventurous of the three sub portfolios.

Funds shall be blended across the three sub portfolio stock lists in accordance with the following guidelines:

PORTFOLIO NAME	PERMITTED % OF
	PORTFOLIO VALUE
Blue Chip	$0\% - 60\%$
Growth	$0\% - 60\%$
Special Situations	$0\% - 60\%$

VI. BLENDING

The blending of the sub portfolios may not be in equal proportions. van Eyk will weight the sub portfolios depending on the relative merit of each of the sectors of the Sharemarket ie value, growth, large and small capitalisation.

It is anticipated that initially each sub portfolio will receive an eaual weiahtina.

4.4 AUTHORISED INVESTMENTS

Investment shall be across the three sub portfolios and within the ASX 300. The weighting given to shares held within each of the three portfolios is at the discretion of the Investment Manager. All decisions in relation to the investments shall be made in accordance with the investment methodoloay detailed in Section 4.3.

The Investment Manager's intention will be to remain over 95% invested in equities at all times. It is anticipated that this level of investment will be achieved within 30 days from the issue of Shares under this Prospectus.

4. THE INVESTMENT & INVESTMENT MANAGER

4.5 INVESTMENT RESTRICTIONS

It is not envisaged that the Company will invest in either derivatives or foreign corrency shares. Nor is it intended that the Investment Manager will engage in short selling or undertake borrowing to fund investments.

4.6 RISK FACTORS

This Prospectus and its investment offering does not take into account the personal circumstances, financial position or investment requirements of any one person in particular. As such it is imperative that before making any investment decisions, consideration is given (with the assistance of a broker or other financial services licensee) to its suitability or otherwise in light of your particular investment needs, objectives and financial circumstances. There are risks associated with any investment on the stock market. These risks may include:

• * The market value of shares and other investments purchased by the Company can fall as well as rise. Share markets can be volatile.
• * Past performance of the sub portfolios constructed by the Investment Manager, published on its website, should not necessarily be seen as being indicative of future performance of the sub portfolios or the Portfolio.
• The performance of the Company is dependent on the expertise and investment decisions of the Investment Manager.
• * The Investment Manager has no experience in managing funds on behalf of a LIC
• * There are many economic factors that can affect the value of share investments. Such factors may include inflation, interest rates, levels of employment and consumer demand both within Australia and overseas.
• $\,$ Share prices are dependent upon the financial position of each particular company in which shares are purchased. Factors affecting the companies' financial position will include profitability, earnings and cash flow.

• Companies in which shares have been purchased may become insolvent or place themselves in administration.

• Numerous factors can affect the return on a share investment. Such factors may include the quality of the company's management, the general health of the sector(s) in which the Company invests and government policy.

• * The investment returns may differ from investment industry benchmarks.
• * Foreign currency fluctuations may affect the value of investments.
• * It may be argued that the inclusion of a performance fee may encourage the Investment Manager to act in a manner which adds to the risk and volatility associated with the investment.
• * The success and profitability of the Company in part will depend upon the ability of the Investment Manager to invest in well-managed companies which have the ability to increase in value over time.
• The future earnings of the Company and the value of the investments of the Company may be affected by the general economic climate, commodity prices, currency movements, changing government policy and other factors beyond the control of the Company. As a result, no guarantee can be given in respect of the future earnings of the Company or the earnings and capital appreciation of the Company's investments.
• Variations in legislation and government policies generally could materially affect operating results of the Company.
• * Any variation in the taxation laws of Australia could materially affect the operating results of the Company.
• * The price of investments that the Company has purchased can fall as well as rise.
• * The price at which Shares are traded on ASX may be below the net asset backing of those Shares. The Constitution of the Company does not entitle Shareholders to require the Board to implement a share buy-back or any other capital reconstruction or to take any other remedial action.

INVESTMENT & INVESTMENT MANAGER THE 4.

• Operational costs for the Company as a proportion of total assets will be affected by the level of total assets of the Company and by the level of acceptance of this Offer. Operational costs will represent a greater proportion of total assets and may reduce the operating results of the Company and accordingly the ability to make dividend payments, if the Company only achieves the minimum subscription under this Offer than if it secures a greater level of acceptance.
• Investors are strongly advised to regard any investment in the Company as a long term proposition and to be aware that, as with any equity investment, substantial fluctuations in the value of their investment may occur.

This list is not exhaustive and potential investors should read this Prospectus in full and, if they require further information on material risks, seek professional advice.

4.7 GENERAL RISK FACTORS

Other risks associated with investment in the Company may include:

• * Management of the investments will be dependent upon the Investment Manager maintaining its licence under the FSR provisions.
• * Continued investment will be dependent on the Investment Manager remaining in operation and continuing to develop the share portfolios or other similar offerings.
• * Accounting Standards may change which may necessitate a change in accounting policies in use by the Company.
• * Continued operations will be dependent upon the performance and efforts of key personnel. No guarantees are available that the Company or van Eyk Research will retain such key personnel.

5. THE DIRECTORS

5.1 DAVID JOHN ILIFFE

CHAIRMAN

• Fellow of Institute of Chartered Accountants. á.
• Fellow of Taxation Institute of Australia.
• Member of Institute of Company Directors.
• Chartered Accountant in Public Practice 1972-2000.
• Chairman Whitefield Limited and Director since 1990.
• Chairman Sylvastate Limited and Director since 1990.
• Director Employers Mutual Limited.
• The Board anticipates that the average time to be made available by David Iliffe to the affairs of the Company each week will not exceed 5 hours.

5.2 CAMERON SCOTT MCCULLACH EXECUTIVE DIRECTOR

• Associate of Institute of Chartered Accountants.
• Cameron gained his professional qualifications with ۰ KPMG prior to working for Ernst & Young in Italy and Macquarie Bank Limited as an Associate Director.
• Cameron is a partner of Moore Stephens WI and is the $\bullet$ CEO of Employers Mutual Limited, managing over \$175 million p.a. of insurance premium income and investments of over \$365 million.
• Cameron is also a director of White Funds Management Pty Limited, Riverwise Limited, Leading Edge Pty Limited and other proprietary companies.
• The Board anticipates that the average time to be made available by Cameron McCullagh to the affairs of the Company each week will not exceed 5 hours.

5.3 DAVID GRAHAM DAVIS INDEPENDENT DIRECTOR

• Qualified Solicitor (Retired). $\ddot{\phantom{a}}$
• Associate, Executor & Trustee Institute (AETI). $\ast$
• Non Executive Director Spotless Group Limited, ¥ Foundation for National Parks & Wildlife.
• Former Managing Director Permanent Trustee $\bullet$ Company Limited.
• Past President & State President NSW Trustee Corporations Association.
• The Board anticipates that the average time to be made available by David Davis to the affairs of the Company each week will not exceed 5 hours.

Three Piller. RANTI

SECTION

Granite Three Pillars Limit

SECTION

5. THE DIRECTORS

5.4 CORPORATE GOVERNANCE

The Board has the responsibility to ensure that the Company is properly managed so as to protect and enhance shareholders' interests in a manner which is consistent with the Company's responsibility to meet its obligations to all parties with which it interacts. To this end, the Board has adopted what it believes to be appropriate corporate governance policies and practices. The main corporate governance policies are as follows:

APPOINTMENT AND RETIREMENT OF NON EXECUTIVE DIRECTORS

It is the Board's policy to determine the terms and conditions relating to the appointment and retirement of Non Executive Directors on a case by case basis and in conformity with the requirements of both the Listing Rules and the Corporations Act.

DIRECTORS' ACCESS TO INDEPENDENT PROFESSIONAL ADVICE

For the purposes of the proper performance of their duties, Directors are entitled to seek independent professional advice at the Company's expense, unless the board determines otherwise.

CREATION OF BOARD COMMITTEES

THE BOARD HAS CREATED THE FOLLOWING COMMITTEES:

• * Executive committee.
• Audit committee.
• * Remuneration committee

BOARD COMMITTEE'S GENERALLY

It is the Board's policy that committees of the Board dealing with Corporate Governance matters should:

• * Be entitled to obtain independent professional or other advice at the cost of the Company, unless the Board determines otherwise.
• * Be entitled to obtain such resources and information from the Company including direct access to employees and outsourced managers of and advisers to the Company as they may require.

$\quad \bullet \quad$ Operate in accordance with terms of reference established by the Board.

EXECUTIVE COMMITTEE

The members of the Executive Committee are Mr David Iliffe and Mr Cameron McCullagh. The Committee is chaired by Mr Cameron McCullagh.

The principal roles of the Executive Committee is to monitor and report on all major risks that are affecting the Company, and in doing so develop strategies and policies to assist in mitigating these risks.

AUDIT COMMITTEE

The audit committee comprises Mr David Iliffe and Mr David Davis. The committee's terms of reference require the chairman to be independent and a majority of Non Executive Directors. The committee is chaired by Mr David Davis.

The main role of the committee is to focus on significant changes in accounting policies and adjustments, material judgmental areas and ensuring financial information provided to shareholders is reliable.

REMUNERATION COMMITTEE

The remuneration committee comprises Mr David Hiffe and Mr David Davis. The committee's terms of reference require a majority of Non Executive Directors. The committee is chaired by Mr David Iliffe.

The committee shall be responsible for making recommendation to the Board on such matters as remuneration policies and practices, share plans & superannuation arrangements.

The committee shall also obtain independent advice from external consultants and utilises benchmarks from comparable organisations as required.

EQUITY PARTICIPATION BY DIRECTORS

Directors are encouraged to own Shares.

6. THE ADMINISTRATION MANAGER

	WFM is a specialist Australian investment manager, and
	provider of services to the investment management industry.

company, insurance and superannuation sectors.

WFM also provides professional administration services to both internal operations and the financial services and investment management industry generally.

WFM currently provides back office services for in excess of S2.6 billion in funds.

WFM acts as manager for the following two ASX Listed Investment Companies:

Whitefield Limited, established in 1923, holds a portfolio consisting exclusively of listed Australian shares. Having a market capitalisation of approximately \$134 million, the diversitied investment portfolio contains around 69 stocks.

Sylvastate Limited, established in 1923, holds a portfolio consisting exclusively of listed Australian shares. Having a market capitalisation of approximately \$34 million, the diversified investment portfolio contains around 31 stocks.

CRYSTAL BRATTON JOSH YEO ANDREW HARRISON PETER ROBERTS TANYA DIAKANASTASIS CARLA SAWYER TO RIGHT:

HISTORICAL PERFORMANCE 7.

7.1 INTRODUCTION

van Eyk Research has applied its proprietary investment methodology to develop model portfolios. These portfolios have been developed in light of then current market conditions to take account of general investment objectives and risk profiles set for the relevant portfolios. Model portfolios described as the Blue Chip Portfolio, Special Situation Portfolio, Growth Portfolio and Income Portfolio have been published on their subscriber website http://irate.vaneyk.com.au since 13 July 2001.

van Eyk Research proposes to manage the Portfolio using the parameters and investment objectives and risk profiles set for the Blue Chip, Growth and Special Situations sub portfolios with blending of the component sub portfolios. See Section 4.3 for details.

7.2 QUALIFICATIONS TO HISTORICAL PERFORMANCE DATA

The performance data set out below is intended to provide an indication of the historical performance of the model Blue Chip, Growth and Special Situations sub portfolios from 13 July 2001 to 30 September 2003 (Published Period). The data presented in Section 7.3 has been prepared on the basis of the gross returns of the model sub-portfolios. Details as to the net returns i.e. net of costs and taxes are set out in Section 7.4. Key assumptions in preparing the model historical data included in this section are set out in Section 7.5.

The historical performance data outlined in this Section 7 reflects the performance of the model sub portfolios rather than the actual performance of funds managed or invested by van Evk Research during the Published Period. Until July 2003 van Eyk Research only provided model portfolios rather than managing funds for third parties or invested its own funds on the basis of sub portfolios.

The performance returns modelled below for each of the sub portfolios were compiled on the basis of prices nominated at the time of notional trades published on the iRate and van Eyk Research websites during the Published Period. The prices were within the range of prices at which the relevant stocks traded on-market on the nominated days.

As no actual trades were undertaken by van Eyk Research, there can be no certainty that van Eyk Research would have been able to achieve the notional prices recorded or that the model sub portfolio trades would have been effected on the nominated days.

However, van Eyk Research considers that the stock diversity of the model sub portfolios and the liquidity of the major portion of the sub portfolio stocks was sufficient to ensure that any impact of limited liquidity would not have had a material impact on the historic performance of the model sub portfolios.

While the investment strategy adopted by van Eyk Research in constructing the model sub Portfolios to date, is similar to that proposed for the Company, there can be no guarantee that any similarity will continue or that the performance of the Company will be similar to the historic performance of the van Eyk Research model portfolios during the Published Period.

Accordingly, the past 'performance' of the van Eyk Research model sub portfolios should not be seen as being indicative as to the future performance of the Company.

Future performance of the Company will be dependent on many factors, including economic factors, the expertise of van Eyk Research in asset allocation between the sub portfolios, the expertise and investment decisions of van Eyk Research and the financial performance of the companies in the sub portfolios. See Sections 4.6 and 4.7 for details.

Where appropriate, comparison has been made with the S&P ASX 300 Accumulation Index. This index is compiled on the assumption that all dividends and distributions (both capital and income) are reinvested. The relevant published model sub portfolios assume no reinvestment of dividends or distributions. For an understanding of this and other assumptions used in compiling the following data, refer to Section 7.5.

SECTION

7. HISTORICAL PERFORMANCE

7.3 MODEL PERFORMANCE DATA PRESENTED ON A GROSS BASIS

In this Section 7, 'performance' and 'return' is the aggregate value of the relevant sub portfolio at the end of each quarter calculated by reference to the lowest price of the component stocks on the last trading day on ASX of the relevant quarter and cash held in the sub portfolio at that time. See Section 7.5 for details.

The performance table set out below compares the performance of each of the three model sub portfolios against changes in the S&P ASX 300 Accumulation Index over the Published Period.

Model sub portfolios compared to S&P ASX 300 Accumulation Index

		Portfolio (ACCUMULATION)	S&P ASX 300 (ACCUMULATION INDEX)	Ont-Pran
	Blue Chip	24.06%	(0.24%)	24.30%
MONTH RETURN	Growth	2.83%	(0.24%)	3.07%
$\overline{z}$	Special Situations	89.52%	(0.24%)	89.76%
		PORTFOLIO (ACCUMULATION)	S&P ASX 300 (ACCUMULATION INDEX)	OUT PERFORMANCE
RETURN	Blue Chip	10.06%	(0.11%)	10.17%
	Growth	1.25%	$(0.11\%)$	1.36%
ANNUALISED	Special Situations	32.86%	(0.11%)	32.97%

The following graph illustrates the accumulated return achieved by each sub portfolio compared to the S&P ASX 300 Accumulation Index for the same period.

Dividend yields on each of the three model sub portfolios for the 12 months to June 2003 were:

Blue Chip	5.52%
Growth	4.20%
Special Situations	5.41%

Equal weighting of model sub portfolios compared to S&P ASX 300 Accumulation Index

The following table and graph illustrates the initial investment strategy proposed to be adopted by van Eyk Research in establishing and managing the Portfolio with an even weighting between the three component sub portfolios.

	PORTFOLIO	S&P ASX 300	OUT PERFORMANCE
	(ACCUMULATION)	(ACCUMULATION INDEX)
27 MONTH RETURN	38.80%	(0.24%)	39.04%
ANNUALISED RETURN	14.72%	$(0.11\%)$	14.83%

Dividend yields on this model portfolio for the 12 months to June 2003 on the basis of an equal weighting for each of the sub portfolios was 5.04%

Unequal weighting of model sub portfolios compared to S&P ASX 300 Accumulation Index

As indicated in Section 4.3, the maximum weighting that may be allocated to any single component sub portfolio is 60% of the total value of the Portfolio. The following tables and graph illustrate a model portfolio if it had been in existence throughout the Published Period and the following weighting of each of the component sub portfolios had been applied:

Sensitivity - Blue Chip - Blue Chip 50%, Growth 25%, Special Situation 25%.

Sensitivity - Growth - Blue Chip 25%, Growth 50%, Special Situation 25%.

Sensitivity - Special Situation - Blue Chip 25%, Growth 25%, Special Situation 50%.

LAN

Granite Three Pillars L

7. HISTORICAL PERFORMANCE

These models do not reflect the actual historical performance of any portfolio operated by van Eyk Research during the Published Period. They are provided only as an illustration of the impact changes in the weighting allocation of the component sub gerifolies would have had if the model partialia been operated on the basis of the assumptions pattings. They must not be considered as a reliable guide to the likely performance of the Portfolio in the future relative to the market in general or any other sub portfolio.

		PORTFOLIO (ACCUMULATION)	S&P ASX 300 (ACCUMULATION INDEX)	OUT PERFORMANCE	Û,
	Sensitivity - Blue Chip	35.12%	(0.24%)	35.36%	怏
MONTH RETURN	Sensitivity - Growth	29.81%	(0.24%)	30.05%
$\overline{27}$	Sensitivity - Special Situations	51.48%	(0.24%)	51.72%	$\mathcal{P}(\mathcal{C})$ AN.
		PORTFOLIO (ACCUMULATION)	S&P ASX 300 (ACCUMULATION INDEX)	OUT PERFORMANCE	Ø.
RETURN	Sensitivity - Blue Chip	13.56%	$(0.11\%)$	13.67%
	Sensitivity - Growth	11.35%	$(0.11\%)$	11.46%
ANNUALISED	Sensitivity - Special Situations	19.26%	(0.11%)	19.37%
	200		00 D ACV 200

Dividend yields on each of the three Sensitivity model portfolios for the 12 months to June 2003 were:

Sensitivity - Blue Chip	5.16%
Sensitivity - Growth	4.83%
Sensitivity - Special Situations	5.13%

7.4 MODEL PERFORMANCE DATA PRESENTED ON A NET BASIS

All investments included in the model sub portfolios were included in the S&P ASX-300 Accumulation Index at all times while included in the model sub portfolios. The Company considers that the appropriate benchmark for comparison by investors is the S&P ASX 300 Accumulation Index. This index is also the benchmark for determination of the performance fee for van Eyk Research.

The S&P ASX 300 Accumulation Index reflects the performance of listed Securities included in the index without reagrd to tax. acquisition, holding or disposal costs. The Company considers that it is appropriate to compare the performance of the model sub portfolios on a gross basis ie without deducting tax, acquisition, holding and disposal costs.

However, the following tables and graph reflects the performance of each of the model sub-portfolios net of estimated taxes and costs. The table headed "Equal Weighted Accumulation" assumes an equal weighting of the Blue Chip, Growth and Value model sub portfolios throughout the Published Period.

'Performance' and 'return' is calculated on the same basis as for Section 7.3.

		EQUAL WEIGHTING	SENSITIVITY - BLUE CHIP	SENSITIVITY - GROWTH	SENSITIVITY - SPECIAL SITUATIONS
ACCUMULATION RETURN	Gross	38.80%	35.12%	29.81%	51.48%
	Net of Expenses	27.75%	25.11%	20.43%	37.72%
	Net of Expenses & Taxation	21.30%	19.70%	15.59%	28.60%
		EQUAL WEIGHTING	SENSITIVITY - BLUE CHIP	SENSITIVITY - GROWTH	SENSITIVITY - SPECIAL SITUATIONS
	Gross	14.72%	13.56%	11.35%	19.26%
ACCUMULATION RETURN	Net of Expenses	11.50%	10.47%	8.61%	15.28%
	Net of Expenses & Taxation	8.96%	8.32%	6.65%	11.83%

MONTH $\overline{27}$

INNUALISED

SECTION

7. HISTORICAL PERFORMANCE

7.5 KEY ASSUMPTIONS

The tables and graphs for the model historical performance of the sub-portfolios on a gross basis set out in Section 7.3 have heen propored on the basis of the following key assumptions.

• 1. The relevant weighting of the component sub portfolios (if any) is as specified for the relevant table or graph.
• 1. Completion of a trade of all relevant securities dictated by changes in the model sub portfolio on the same trading day as that nominated in the published sub portfolio.
• 1. Completion of a trade of all relevant securities dictated by changes in the model sub portfolio at a nominated price (being the price at the time of modelled trading) on the trading day on which the changes in the sub portfolio were published on the van Eyk Research website.
• 1. Participation in all rights issues undertaken during the Published Period.
• 1. Receipt of all bonus issues made by investees included in the sub portfolio during the Published Period.
• 1. No reinvestment of dividends or distributions paid by the entities has been included in the sub portfolios during the Published Period, nor has interest been accrued on dividends and distributions received.

The tables and graphs for the model historical performance of the sub portfolios on a net basis set out in Section 7.4 have been prepared on the basis of the key assumptions identified above and the following additional assumptions:

• 1. Payment of average brokerage fees of 0.4% on each trade.
• 1. Payment of monthly management fees equivalent to 0.9% per annum of the value of the model sub portfolio. This exceeds the management fees the Company must pay van Eyk Research and WFM under the Management Agreements if the value of the Portfolio exceeds \$100 million and is consistent with the fees that must be paid if the value of the Portfolio is less than \$100 million.
• 1. Payment of performance fees of 15% calculated on overperformance of the sub portfolio against the S&P ASX 300 Accumulation Index over the 12 month period to 30 June of each year or each part year during the Published Period. This accords with the performance fees that would have been payable had the Investment Manager been managing the relevant sub portfolio during the Published Period under its Management Agreements with the Company.
• 1. All dividends paid have been franked to the level of franking of the actual dividends paid.
• 1. No costs other than those outlined above have been incurred.
• 1. The investor is an Australian resident corporation.
• 1. Income tax has been paid at the corporate tax rate of 30%.
• The application of all applicable allowable deductions for the above costs. 8.
• 1. No interest income on dividends and distributions received from investments included in the relevant sub portfolios.

SECTE

8.1 MANAGEMENT FEES

To the extent that the value of the Portfolio is less than \$100 million, Management Fees shall be calculated as 0.9% per annum of the value of the Portfolio. For funds in excess of \$100 million, Management Fees will be calculated at 0.75% per annum of the value of the Portfolio held in excess of \$100 million. Management Fees will be calculated monthly.

8.2 INVESTMENT MANAGER'S PERFORMANCE FEES

If the investment performance for the relevant period exceeds those of the benchmark S&P ASX 300 Accumulation Index for the same period, van Eyk Research will be entitled to a Performance Fee. The Performance Fee is calculated as 15% of over performance.

Performance Fees are calculated and payable on a yearly basis, however the initial Performance Fee shall be calculated and payable for the period from listing to 30 June 2004.

8.3 FINANCIAL INFORMATION

Statements of Financial Position (Pro Forma).

The pro forma Statements of Financial Position, as shown below, have been prepared for illustrative purposes only and are based on the assumed capital structure following the issuance of Shares under the offer.

Proforma Statement of Financial Position

		SUBSCRIPTIONS VALUES
	\$	\$	\$
	16m	50m	100m
ASSETS
Cash	15,409,541	48,513,391	97,197,691
LIABILITIES	0	0	0
NET ASSETS	15,409,541	48,513,391	97,197,691
EQUITY	15,409,541	48,513,391	97,197,691
NTA per Share	96.310	97.03¢	97.20¢
Proforma Statement of Financial Position - Cash
		SUBSCRIPTIONS VALUES
	$\mathsf{S}$	\$	$\mathsf{S}$
	16m	50 m	100m
Initial Subscriber shares	$\mathbf{I}$		ı
Cash from subscription to offer	16,000,000	50,000,000	100,000,000
Shares @ \$1.00 each
Expenses to the offer	590,460	1,486,610	2,802,310
Net Cash Position	15,409,541	48,513,391	97,197,691

Three Pillers JRANITH

$21$

8. OPERATIONAL INFORMATION

Assumptions used in preparing statements

The pro forma Statements of Financial Position have been prepared on the following basis.

Application of accounting policies as per Section 8.4, Significant Accounting Policies.
* Three levels of subscription to the Offer have been shown. The levels are as follows:
1. 1. 16,000,000 Shares and Options (minimum subscription). The contract of the contract of the contract of the
ii. 50,000,000 Shares and Options.
iii. 100,000,000 Shares and Options.
* Expenses to the Offer have been shown and recognised as equity. والمستحدث والمستحدث والمستحدث والمستحقق والمتعارض والمستحدث والمستحدث	ya v
Reconciliation of cash flows is as shown above.	N
Details of expenses to the Offer are as follows:	ั≋ะ กิ

Proforma Expenses to the Offer

	SUBSCRIPTIONS VALUES
	\$	\$	\$
	16m	50 m	100m
Handling Fees	320,000	1,000,000	2,000,000
Distribution Fees	35,000	177,500	455,000
ASX / ASIC Fees	35,460	60,110	78,310
Legal & Accounting Fees	55,000	55,000	55,000
Administration Expenses	10,000	25,000	25,000
Marketing & expenses of offer	135,000	169,000	189,000
TOTAL ESTIMATED EXPENSES	590,460	1,486,610	2,802,310

The Company will pay a handling fee of 2% (+ GST if applicable) on Applications received bearing a dealer's stamp. However, no commission will be paid on Applications bearing WFM's stamp. Distribution fees of up to 0.75% will be paid to certain entities, refer Section 15.8.

8.4 SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies used in the preparation of the Statements of Financial Position set out in this Prospectus is as follows:

Basis of Preparation

This statement of significant accounting policies is given to assist in the understanding of the Statements of Financial Position. The financial statements have been prepared in accordance with Australian Accounting Standards, Urgent Issues Group Consensus Views and accounting principals generally accepted in Australia.

The financial statements have been prepared on the accrual basis of accounting including the historical cost convention and the going concern assumption. Cost is based on the fair values of consideration given in exchange for assets.

Investments

Shares and Securities listed on the ASX are shown at the market value as quoted on the exchange less any provision for realisation costs.

On the sale of investments, cost of sales shall be shown as equivalent to the consideration paid on sale due to the need to value continuously shares and securities. Revaluations are credited to the Statement of Financial Performance and the relevant tax is debited.

Revenue Recognition

Dividends and distributions are bought to account on the date that the shares or units are traded 'ex-dividend'. Interest income is bought to account on a time accrual basis.

8.5 PROCEEDS OF THE ISSUE

The proceeds of this offer will be used for investment purposes in line with the investment process detailed in Section 4.3.

SHARES 9.

The rights attaching to and affecting ownership of the Shares are as detailed under the Constitution of the Company and as required by the Corporations Act. A conv of the Company's Constitution can be viewed at the Company's reaistered office during business hours. The major provisions relating to Shares under the Constitution and the Corporations Act are as per the following summary.

Following issue and allotment, all Shares shall be fully paid. As such no liability will exist on the part of shareholders for any calls. All Shares are ranked equally.

VOTING

At a general meeting of the Company, every shareholder present in person, or by proxy, representative or attorney has on a show of hands one vote and on a poll one vote per Share held on which there is no money due and payable and in respect of which a member may vote. On a poll, a partly paid Share confers a fraction of a vote pro rata to the amount paid up on the Share.

GENERAL MEETINGS

Each Shareholder is entitled to receive notice of, attend and, except in certain circumstances, vote at, general meetings of the Company and receive all notices, financial statements and other documents required to be sent to members under the Company's Constitution, the Corporations Act or the Listing Rules.

DIVIDENDS

Subject to the rights of the holders of Shares issued with any

special or preferential rights, the profits of the Company which the Directors from time to time determine to distribute hy way of dividend are divisible amouast the members in proportion to the Shares held by them and will be paid in proportion to the amounts paid up, or credited as paid up, on those Shares.

ISSUE OF FURTHER SHARES

The Directors may, subject to any restrictions on the allotment of Shares imposed by the Company's Constitution. the Corporations Act or the Listing Rules, issue further Shares on terms and conditions as they see fit.

TRANSFER OF SHARES

Subject to the requirements of the Corporations Act and the Listing Rules, Shares are deemed fully transferable.

WINDING UP

In the event of a winding up of the Company, shareholders shall be entitled to receive, in kind, the whole or any part of the Company's property, subject to the rights of a liquidator of the Company to distribute surplus assets of the Company with the consent of members by special resolution.

10. OPTIONS

Each Share allocated under this Prospectus will entitle the holder to one Option to subscribe for an additional share. Exercise price for each Option shall be \$1.00 and will expire 19 May 2005. An Option may be transferred or transmitted in any manner approved by the Australia Stock Exchange Limited.

The material terms of the Options are as follows:

EXERCISING OPTIONS

In accordance with Section 168 (1)/(b) of the corporations Act, the Company shall maintain a register of Option holders.

Each Option gives the holder the right to subscribe for one Share. An Option may be exercised by the holder on any Business Day between the date of the grant and 19 May 2005. Options cannot be exercised outside of this period.

Holders are to exercise Options by completing a Notice of Exercise of Option form. Once completed, the form, together with the relevant option certificate(s) and payment equivalent to \$1.00 per Option exercised is to be delivered to the Company. Options shall only be considered exercised once the Company has received payment in full via either cash or cleared funds.

DIVIDENDS & BONUS ISSUES

No dividend entitlement is attached to an Option until such time as it has been exercised. Once exercised, shares issued on Options are ranked equally with all other ordinary shares issued by the Company once a qualification period has elapsed. Under the Option plan, the qualification period shall be equivalent to seven (7) Business Days from the date the Options were first exercised. Shares issued on Options shall be eligible for dividends declared on or from this date. An Option holder may only participate in new issues of securities to holders of Shares in the Company if the Option has been exercised and Shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give at least (7) Business Days notice to Option holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

If between the date of issue and the date of exercise of an Option the Company makes one or more rights issues (being

a pro rata issue of Shares in the capital of the Company that is not a bonus issue), the exercise price of Options on issue will be reduced in respect of each rights issue according to the following formula:

$$
NE = OE - E[P-(S + D)]
$$

$$
(N + 1)
$$

where:

NE is the new exercise price of the Option;

0E is the old exercise price of the Option;

E is the number of underlying Shares into which one Option is exercisable;

• P is the average closing sale price per Share (weighted by reference to volume) recorded on the stock market of the Australian Stock Exchange Limited during the 5 trading days ending on the day before the ex rights date or ex entitlements date (excluding special crossings and overnight sales);
• S. is the subscription price for a Share under the rights issue:
• D is the dividend due but not yet paid on each Share at the relevant time; and
• is the number of Shares that must be held to entitle N holders to receive a new Share in the rights issue.

If there is a bonus issue to the Shareholders, the number of Shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

CHANGES OF CAPITAL STRUCTURE

Adiustments to the number of outstanding Options and the exercise price that are the consequence of a reorganisation of the Company's share capital will be made in accordance with the Listing Rules.

ASX LISTING

Options will be quoted on the ASX. The Company must make application to the ASX for quotation of shares issued as a consequence of the exercise of an Option.

Shareholders of the Company shall be given the opportunity to participate in a Dividend Reinvestment Plan (the DRP) for both interim and lingt dividends. The NRP will allow shareholders who hold fully paid Shares in the Company to conveniently increase their holdings in the Company by reinvesting all or part of their dividend as additional fully paid Shares.

ELIGIBLE MEMBERS

Participation in the DRP is optional and open to any member except, whose address or place of residence is outside of Australia or in the opinion of the Directors, participation in the DRP is illegal, impossible or impractical.

PARTICIPATION

Eligible members may choose to participate in the DRP in respect of all their shareholding or a specified number of Shares and subject to the terms of the DRP may vary their level of participation in the DRP or terminate their participation in the DRP.

ENTITLEMENT

Participating members will be entitled on each dividend payment date to be allocated Shares for which the cash dividend would be applied to pay for the Shares to be issued under the DRP. Where the calculation of entitlement results in a fraction of a share, that entitlement will be rounded up or down to the nearest whole share.

ISSUE PRICE OF SHARES

The weighted average market price referred to above will be calculated by the Board or another suitable person municated by the Board, by reference to information that the Board approves for the purpose from time to time. Such determination will be binding on all participants.

COSTS AND ASX LISTING

No brokerage, commission or stamp duty is payable in respect of Shares issued under the DRP. The Company will promptly apply for quotation on the ASX of Shares issued under the DRP.

RANKING OF SHARES

Shares issued under the DRP rank equally with existing fully paid Shares.

AMENDMENTS AND TERMINATION

The DRP may be amended, suspended or terminated by the Board at any time.

TAXATION

The ATO currently treat dividends reinvested under dividend reinvestment plans in the same way as cash dividends. The ATO also currently regards the amount of the dividend as forming part of the cost base of the Shares issued.

The Company takes no responsibility for the taxation liabilities of participants in the DRP and specific taxation advice should be obtained from a suitably qualified adviser. As such, it is recommended that shareholders obtain professional taxation advice.

SECTION

12. INDEPENDENT ACCOUNTANT'S REPORT

Grosvenor Schiliro

Level 2, 333 George St Sydney 2000 GPO Box 3293 Sydney 2001 Tel (02) 9299 7399 Fax (02) 9299 7311

THE DIRECTORS Granite Three Pillars Limited Level 5 14 Martin Place SYDNEY NSW 2000

Dear Sirs.

INDEPENDENT ACCOUNTANT'S REPORT

Purpose

• This report has been prepared for inclusion in a prospectus to be dated on or about 14 November 2003 relating i. to the issue by Granite Three Pillars Limited ACN: 106 854 175 (the "Company") of up to 100,000,000 fully paid ordinary shares at \$1.00 each and 100,000,000 options to acquire ordinary shares exercisable at \$1.00 per ordinary share. The minimum subscription is 16,000,000 shares and 16,000,000 options.
• Expressions defined in the Prospectus have the same meaning in this report. ii.
• This report considers the pro forma Statements of Financial Position at completion of the proposed capital iii. raising immediately after the initial application date and the future operation of the Company.

Background

• The Company was incorporated on 30 October 2003 with 1 ordinary Share at \$1.00 and has not traded or i. issued shares since incorporation. The share is held by White Funds Management Pty Limited.
• Grosvenor Schiliro Chartered Accountants consented to its appointment as auditors of the Company on ii. 30 October 2003.
• iii. The first balance date of the Company will be 30 June 2004.
• The Company intends to invest the proceeds of the Prospectus offering in securities predominately comprising iv. of securities quoted on the ASX, bills of exchange, other negotiable investments, debentures and other investments, as set out in section 4.3 "Investment Process", of the Prospectus. van Eyk Research Limited ACN 010 664 632 is the proposed Investment Manager as set out in section 4.1 of the Prospectus.
• van Eyk Research Limited is appropriately licensed under the current law. $\overline{\mathbf{v}}$
• The Investment Manager and Administration Manager will receive a management fee and the Investment vi. Manager will receive a performance fee as set out in section 8.1 and 8.2 of the Prospectus.

Scope of Our Report

• The pro forma Statements of Financial Position have been prepared to illustrate the financial position of the i. Company on completion of the issue and have been prepared on the basis of the assumptions, notes and accounting policies as set out in sections 8.3 to 8.5 of the Prospectus.
• The directors of the Company are responsible for the preparation and presentation of the pro forma Statements ii. of Financial Position including the assumptions, notes and accounting policies on which they are based.
• iii. The Directors are not making any forecasts for earnings by the Company.

12. INDEPENDENT ACCOUNTANT'S REPORT

Review of Financial Information

We have conducted our review of the pro forma Statements of Financial Position in accordance with Julitine Standards ALSURZ Review of Emancial Reports : Our procedures consisted primarily of and comparison and such other analytical procedures we, in our professional judgement, considered necessary so as to adequately evaluate whether the assumptions and estimated expenses appear reasonable in the circumstances.

These review procedures were substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and do not provide all the evidence that would be required in an audit. thus the level of assurance provided is less than given in an audit. We have not performed an audit and accordingly do not express an audit opinion.

Statement on Financial Information

• i. Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that:
• a) the pro forma financial information has not been properly prepared on the basis of the pro forma transactions
• b) the pro forma transactions do not form a reasonable basis for the pro forma information
• c) the assumptions, notes, accounting policies and estimated expenses of the offer made by directors, do not provide a reasonable basis for the preparation of the pro forma Statements of Financial Position.

Related Parties

i. Directors' entitlements under the Issue

The Directors have no special entitlements to Shares due to their position as Directors. The Directors may subscribe for Shares under the terms offered to the public under the Prospectus.

Directors' remuneration and other benefits ii.

The Directors will be entitled to receive the following benefits:

• a) The maximum total remuneration of the Directors of the Company has been set at $$60,000$ per annum for all directors.
• b) Directors, including the Managing Director, will not be entitled to Director Fees if they are employees or principals of the Manager.

Working Capital

As required by ASX Listing Rule 1.3.3, we advise that in our opinion, the Company will have enough working capital to carry out its stated objectives.

Subsequent Events

Apart from the matters dealt with in this report, and having regard to the scope of our report, to the best of our knowledge and belief, no material transactions or events outside of the ordinary business of the Company have come to our attention that would require comment on, or adjustment to, the information referred to in our report or that would cause such information to be misleading or deceptive.

Sources of Information

We have made enquiries of the Directors of the Company and other parties as considered necessary during the course of our analysis. We have also referred to the Prospectus and material documents that relate to the operations of the Company.

We have no reason to believe the information supplied is not reliable.

Declarations

• i. Grosvenor Schiliro Chartered Accountants has prepared this report for inclusion in the Prospectus. We have not acted in any other capacity in relation to the Prospectus, and have not been involved in the preparation of any part thereof.
• Other than a fee for the preparation of this report no pecuniary or other benefit, direct or indirect, has been ii. received by Grosvenor Schiliro Chartered Accountants for or in connection with the making of this report.
• iii. This report has been prepared on behalf of Grosvenor Schiliro by Mr. Mark Schiliro, who is a Partner of Grosvenor Schiliro.
• iv. Mr. Mark Schiliro, the other Partners and the staff involved with the preparation of this report have, at the date of this report, no interest or financial relationship with Granite Three Pillars Limited, White Funds Management Pty Limited or van Eyk Research Limited.

Yours faithfully,

Mr. Mark Schiliro.

Partner, Grosvenor Schiliro.

TAX $13.$

TAXATION IMPACT ON SHAREHOLDERS

The following information provides a general overview of the income fox consequences to investors. It is not intended

to be a detailed analysis of all such issues. Individual investors should consult their own taxation advisor about their specific taxation circumstances. It is based on the relevant taxation laws as presently incorporated in the Income Tax Assessment Act 1936, Income Tax Assessment Act 1997 and Income Tax Rates Act 1986 (all of which are referred to collectively herein as "the Act").

The consideration is limited to investors who would be classified as Australian residents for taxation purposes, unless otherwise stated.

Shareholders in a public company are generally taxed on the dividends received and are subject to the Income Tax upon the sale of their interests in the Company.

DIVIDENDS

As the Company is not expected to meet the definition of a "Listed Investment Company" per the Act, the Company is not expected to provide concessionally taxed capital gains to shareholders via Company dividend payments.

Dividends received by a shareholder (either directly or indirectly through a partnership of trust) are included in the taxable income of the shareholder.

To the extent that dividends are franked, then the imputation credits attached to the franked dividend are also included in the taxable income of the shareholder. Shareholders are then entitled to a tax credit equal to the imputation credit received.

Dividends received by a non-resident shareholder will be subject to withholding tax, to the extent the dividend received are unfranked. No withholding tax is paid on franked dividends.

Where residents do not supply their tax file number to the Company, tax will be withheld from any unfranked dividends paid at the rate of 48.5%.

Where shareholders receive franked dividends from the Company, the Shares in the Company need to be held 'at risk' fas defined) for a period of 45 days before being. .

entitled to franking benefits.

'Gains on Disposal of Shares

Where Shares in the Company are acquired on capital account by a shareholder, any gain or loss on sale is taxed in accordance with the Capital Gains Tax ("CGT") rules. Where Shares in the Company are held for more than 12 months, a 50% CGT discount would be available to individual shareholders (33 1/3% discount for superannuation funds).

Any CGT loss incurred is quarantined and only able to be offset against capital gains derived.

Where Shares in the Company are acquired on revenue account by a shareholder, any gain or loss on sale is taxable as ordinary income. No CGT discount would be available.

GAINS ON DISPOSAL OF OPTIONS

Any gain on sale of Options will either give rise to a capital gain (if held on a capital account) or a profit if held as tradina stock.

There will be no cost base of Options issued under this Prospectus as they are being issued for no consideration. There would therefore be no Capital Gains Tax loss on the sale of the Options issued pursuant to the Prospectus.

Any Options acquired after the initial issue will have a cost base equivalent to the acquisition price.

On exercise of the Option, a shareholder will be required to pay \$1.00 to the Company in return for the issue of one Share. There are no tax consequences to the Company for the issue of the Share.

The shareholder who exercises an Option will acquire a Share in the Company at a cost base of \$1.00. The taxation consequences from the disposal of the Share are as outlined above.

SECTION

MATERIAL CONTRACTS $14.$

The Directors consider that the material contracts described below and elsewhere in this Prospectus are the contracts which an investor would reasonably regard as material and which investors and their professional advisers would reasonably expect to find described in this Prospectus for the purpose of making an informed assessment of the Offer.

This report only contains a summary of the material contracts and their substantive terms.

INVESTMENT MANAGEMENT AGREEMENT PARTIES

The Company, van Eyk Research and WFM.

APPOINTMENT

The Company has appointed van Eyk Research to provide the Company with investment management services in respect of the Portfolio. This appointment commences on the date the Company allots and issues not less than 16,000,000 Shares pursuant to the Offer.

POWERS OF VAN EYK RESEARCH

Subject to the Corporations Act and, the Listing Rules, van Eyk Research will from time to time on behalf of the Company invest money constituted in or available to the Portfolio in making, holding realising and disposing of investments.

Provided it continues to manage the Portfolio in accordance with the investment approach outlined in this Prospectus, van Eyk Research has absolute and unfettered discretion to manage the Portfolio and to do all things considered necessary or desirable in relation to the Portfolio. Any material deviation from the investment approach or strategy outlined in this Prospectus to be undertaken by van Eyk Research requires the prior written approval of the Company.

The powers of van Eyk Research when managing the Portfolio include:

• a) investigation of, negotiation for, acquisition of, or disposal of every investment;
• (b) to sell, realise or deal with all or any of the investments or to vary, convert, exchange or add other investments in lieu of those investments;
• (c) if any investments are redeemed or the capital paid on it is wholly or partly repaid by the entity by which that investments was created or issued, to convert that investment into some other investment or accept repayment of the capital paid or advanced on the investment and any other monies payable in connection with that redemption or repayment and to investment any of those monies in investment:
• (d) retain or sell any shares, debentures or other property received by the Company by way of bonus, or in lieu of, or in satisfaction of, a dividend in respect of any investments or from the amalgamation or reconstruction of any company; and
• (e) to sell all or some of the rights to subscribe for new Securities in an investment, to use all or part of the proceeds of sale of such rights for the subscription for Securities or to subscribe for Securities pursuant to those rights.

Despite the above van Eyk Research must make available all dividends or other distributions it receives in connection with an Investments, on behalf of the Company in the course of managing the Portfolio in Cash to be applied by the Company for the payment of dividends or such other purposes as the Company sees fit unless the Company provides its prior approval.

14. MATERIAL CONTRACTS

MANAGEMENT FEE
-----------------------	--	--

	MANAGEMENT FEE	If the Value of the Portfolio calculated on the last Business
	van Eyk Research will receive a management fee	Day of a Performance Calculation Period is less than the
	calculated as follows	Value of the Portfolio calculated on the last Business Day of
	(a) 0.041667% of the Value of the Portfolio at the close of trading on ASX on the last Business Day of that Month up to a maximum of \$41,667 for that Month; and (b) if the Value of the Portfolio at the close of trading on	the preceding Performance Calculation Period, no Performance Fee is payable in respect of that Performance Calculation Period. If the amount calculated as BA is a negative number, no Performance Fee is payable in respect of that Performance
	ASX on the last Business Day of the relevant Month is greater than \$100,000,000, a forther 0.03334% of the amount by which the Value of the Portfolio exceeds \$100,000,000. The management fee will be calculated monthly. PERFORMANCE FEE	Calculation Period. If the level of the S&P ASX 300 Accumulation Index as calculated on the last Business Day of a Performance Calculation Period is less than the level as calculated on the last Business Day of the preceding Performance Calculation Period, BA is the amount calculated by the formula $FV - IV$ .
	van Eyk Research will receive a fee (Performance Fee) in respect of each Performance Calculation Period of 15% of BA where, subject to the following, BA is calculated in accordance with the following formula: $BA = (FV - IV) - (IV \times (FI - II))$	For the calculation of the performance fee, Performance Calculation Period is: (i) the first Performance Calculation Period is the period from the commencement date of the Investment Management Agreement to the next 30 June;	医甲氧化物
where:	$\mathbf{I}$	(ii) subject to (iii) below, the period from the first day after the preceding Performance Calculation Period to 30 June of the succeeding year; and	FITTE -
BA	is the base amount to be used in calculating the Performance Fee outlined above;	(iii) if the Term expires on a day other than 30 June, the last Performance Calculation Period is the period from the first	Ĺ.
FV	is the Value of the Portfolio calculated on the last Business Day of a Performance Calculation Period;	day after the preceding Performance Calculation Period and the date the Management Agreement is terminated.
I٧	is the Value of the Portfolio calculated on the last Business Day of the preceding Performance Calculation Period;	Where the ASX or equivalent authority ceases to publish the S&P ASX 300 Accumulation Index then the published index which most closely resembles it must be used for the purposes
FI.	is the level of the S&P ASX 300 Accumulation Index published by ASX on the last Business Day of that Performance Calculation Period; and	of the calculation.
Ш	is the S&P ASX 300 Accumulation Index published by ASX calculated on the last Business Day of the preceding Performance Calculation Period.

In calculating the Performance Fee for the Performance Calculation Period, changes in the Value of the Portfolio as a result of the issue of Securities by the Company, capital reductions undertaken by the Company, share buy-backs undertaken by the Company and dividend distributions undertaken by the Company will be disregarded or adjusted in a manner determined by the Auditor at the conclusion of that Performance Calculation Period.

The Auditor must review the calculation of the Performance Fee prior to payment.

The Company must indemnify van Eyk Research against any GST pavable in respect of any Management Fee or Performance Fee due to it.

EXPENSES

The Company is liable for and must pay out of the Portfolio or reimburse van Eyk Research the following fees, costs and expenses when properly incurred in connection with the investment and management of the Portfolio, the acquisition, disposal or maintenance of any investment or performance of van Eyk Research's obligations under the Investment Management Agreement:

• (a) fees payable to any securities exchange, the ASIC or other regulatory body;
• (b) all costs, stamp duties, financial institutions duties, bank account debits tax and legal fees and other duties, taxes, fees, disbursements and expenses, commissions and brokerage incurred by the Company or van Eyk Research in connection with:
• (i) the acquisition and negotiation of any investment or proposed investment;
• (ii) any sale or proposed sale, transfer, exchange, replacement or other dealing or proposed dealing with or disposal or proposed disposal of any investment; or
• (iii) the receipt of income or other entitlements from the investments of the Portfolio; or

(c) outgoings in relation to the Portfolio such as rates, levies, duties, taxes and insurance premiums.

Notwithstanding the above, van Eyk Research is solely responsible for payment of the fees of any investment manager engaged by van Eyk Research to assist it in undertaking its duties under the Investment Management Aareement.

TERM

The Investment Management Agreement is for an initial period of 25 years commencing on the date the Company allots and issues not less than 16,000,000 Shares pursuant to the Offer.

TERMINATION

van Eyk Research may terminate the Investment Management Agreement at any time after the fifth anniversary of the Commencement Date by giving to the other Parties at least 6 months written notice.

The Company may immediately terminate the Investment Management Agreement if:

• (a) an Insolvency Event occurs with respect to van Eyk Research;
• (b) van Eyk Research is in default or breach of its obligations under the agreement in a material respect and such default or breach cannot be rectified or, if rectifiable, is not rectified within 30 days after the Company has notified van Eyk Research in writing to rectify the default or breach:
• (c) van Eyk Research's Securities Dealers licence or Australian Financial Services Licence is suspended or cancelled at any time; or
• (d) van Eyk Research persistently fails to ensure that investments made on behalf of the Company are consistent with the investment strateav applicable at the time the investment is made.

These Polloes Limited

If van Eyk Research seeks to terminate the Investment Management Agreement or is removed by the Company, WEM may sloct to step in and take over van Eyk Research's rights and obligations under the Investment Management Agreement, except to the extent of any pre-existing default or breach which shall remain the responsibility of van Eyk Research.

COMPANY INDEMNITY

The Company must indemnify van Eyk Research against any losses or liabilities reasonably incurred by van Eyk Research arising out of, or in connection with, and any costs, charges and expenses (including legal expenses on a solicitor/own client basis) incurred in connection with van Eyk Research or any of its officers, employees or agents acting under the Investment Management Agreement or on account of any bona fide investment decision made by van Eyk Research or its officers or agents except insofar as any loss, liability, cost, charge or expense is caused by the negligence, default, fraud or dishonesty of van Eyk Research or its officers or employees. This obligation continues after the termination of the Management Agreement.

INDEMNITY

van Eyk Research must indemnify the Company against any losses or liabilities incurred by the Company (in its capacity as investment manager of the Company under the Investment Management Agreement) arising out of, or in connection with, and any costs, charges and expenses incurred in connection with:

(a) any negligence, default, fraud or dishonesty of van Eyk Research or its officers or supervised agents: or

(b) any breach of this agreement by van Eyk Research or its officers or supervised agents, except insofar as any loss, liability, cost, charge or expense is coused by the negligence, default, fraud or dishonesty of the Company or its officers or supervised agents (which for the avoidance of doubt, do not include van Eyk Research or its officers or supervised agents) in relation to van Evk Research's role as investment manager of the Company under the Investment Management Agreement. This obligation continues after the termination of the Investment Management Agreement.

The Company's indemnity and van Eyk Research's indemnity are capped at a maximum of the aggregate of the last three years of the Management Fee and Performance Fee.

INSURANCE

van Eyk Research must take out and maintain insurance in the following amounts:

• (a) covering all operations of van Eyk Research including contractual liability against claims for personnel bodily injury and property damage with a combined single limit of \$5,000,000; and
• (b) covering loss or damage arising out of negligent acts or errors or omissions which arise from professional services provided by van Eyk Research under this Agreement with limits no less than \$5,000,000 per occurrence.

ASSIGNMENT

A Party may assign all right, title and interest in the Management Agreement to a third party with the prior written consent of the other Parties which may not be unreasonably withheld or delaved.

14. MATERIAL CONTRACTS

MANAGEMENT AGREEMENT

PARTIES

The Company, WFM and van Eyk Research.

APPOINTMENT

The Company has appointed WFM to provide back office managerial services to the Company. The appointment commences on the date the Company allots and issues not less than 16,000,000 Shares pursuant to the Offer.

DUTIES OF WFM

WFM must provide or procure the provision of reasonable administrative support services reasonably required by the Company to conduct its business.

MONTHLY VALUATIONS

WFM must arrange for calculation of the value of the Portfolio on a monthly basis and provide such calculations to the Company as soon as practicable after such calculations are made. All costs incurred by WFM in arranging this calculation are to be paid by the Company.

MANAGEMENT FEE

WFM will receive a management fee calculated as follows:

• (a) 0.03334% of the Value of the Portfolio at the close of trading on ASX on the last Business Day of that Month up to a maximum of \$33,334 for that Month; and
• (b) if the Value of the Portfolio at the close of trading on ASX on the last Business Day of the relevant Month is areater than \$100,000,000, a further 0.02917% of the amount by which the Value of the Portfolio exceeds \$100,000,000.

The management fee will be calculated monthly.

The Company must indemnify WFM against any GST payable in respect of any Management Fee due to it.

EXPENSES

To the extent that the fees, costs and expenses when properly incurred in connection with the investment and management of the Portfolio, the acquisition, disposal or maintenance of any investment or performance of WFM's obligations under the Management Agreement are not recoverable under the Investment Management Agreement, the Company must reimburse WFM for such fees, costs and expenses.

TERM

The Management Agreement is for an initial period of 25 years commencing on the date the Company allots and issues not less than 16,000,000 Shares pursuant to the Offer.

TERMINATION

WFM may terminate the Management Agreement at any time after the fifth anniversary of the Commencement Date by giving to the other Parties at least 6 months written notice.

The Company may immediately terminate the Management Agreement if:

(a) an Insolvency Event occurs with respect to WFM;

• (b) WFM is in default or breach of its obligations under the agreement in a material respect and such default or breach cannot be rectified or, if rectifiable, is not rectified within 30 days after the Company has notified WFM in writing to rectify the default or breach; or
• (c) if and only if WFM is required to hold a Securities Dealers Licence or Australian Financial Services Licence. in order to carry out its obligations under this Agreement and WFM's Licence is suspended or cancelled at any time in accordance with Sub-division C, Division 4 of Part 7.6 of the Corporations Act

If WFM seeks to terminate the Management Agreement or is removed by the Company, van Eyk Research may elect to step-in and take over WFM's rights and obligations under the Management Agreement, except to the extent of any pre-existing default or breach which shall remain the responsibility of WFM.

14. MATERIAL CONTRACTS

INDEMNITY

WFM must indemnify the Company against any losses or habithes reasonably incorred by the company arising our of or in connection with, and any costs, charges and expenses incurred in connection with, any nealigence, default, fraud or dishonesty of WFM or its officers or supervised agents. This obligation continues after the termination of the Management Agreement.

SUBSTANTIVE TERMS

Except as set out above, the terms of the Management Agreement are the same as the terms of the Investment Management Agreement.

DIRECTORS' PROTECTION DEEDS

PARTIES

The Company and each Director.

ACCESS

The Company has agreed to provide access to board papers to current and former officers of the Company while they are officers and for a period of 7 years from when they cease to be officers.

INDEMNITY

The Company has agreed to indemnify, to the extent permitted by the Corporations Act, each officer in respect of certain liabilities which the officer may incur as a result of, or by reason of (whether solely or in part), being or acting as an officer of the Company. The Company has also agreed to maintain in favour of each officer a directors' and officers' policy of insurance for the period that they are an officer and for a period of 7 years after the officer ceases to be an officer.

Three Diller RANNIN

15. ADDITIONAL INFORMATION

15.1 REMUNERATION OF DIRECTORS. INSURANCE (D & O), DIRECTORS INTERESTS

Directors' Remuneration

Under the Constitution of the Company, each Director (other than a Managing Director or an Executive Director) is entitled to be paid for ordinary services performed in their role of Director. The maximum value of such remuneration, for all Directors, shall be equivalent to \$60,000 per annum.

The level of remuneration shall not be increased without the prior consent of shareholders at an annual general meeting, in line with Listing Rules.

The Directors are also entitled to be paid for all travel and other expenses properly incurred by them in performing their role as a Director.

Any Director who is called upon to perform extra duties beyond their ordinary duty as a Director, is entitled to be remunerated a special or additional sum as deemed appropriate by the Directors.

Directors' Interests - Other

Other than those set out in this Prospectus, no Director and no firm in which a Director is a partner has or has had in the two years prior to the date of lodgment of this Prospectus with ASIC an interest in the promotion of, or any property proposed to be acquired by the Company and no amounts, whether in cash. Securities or otherwise, has been paid or agreed to be paid to any Director (or to any firm in which they are a partner) either as an inducement or qualification to become a Director, or otherwise for services rendered by them or by the firm in which they are a partner in connection with the promotion or formation of the Company.

DISCLOSURE OF LEGAL $15.2$ PROCEEDINGS / INTERESTS OF EXPERTS & ADVISORS

Legal Proceedings

The Company is not and has not been, since formation, involved in any legal or arbitration proceedings which have had a significant effect on the financial position on the Company. As far as the Directors are aware, no such proceedings are threatened against the Company.

Interest of Experts & Advisors

Other then those set out below, no expert and no firm in which an expert is a partner has or has had in the two years prior to the date of lodgement of the Prospectus an interest in the promotion of, or any property proposed to be acquired by the Company and no amounts, whether in cash, shares or otherwise has been paid or agreed to be paid to any expert or firm in which they are a partner in connection with the promotion or formation of the Company.

Grosvenor Schiliro Chartered Accountants has prepared the Pro Forma Statements of Financial Position and The Independent Accountants Report included within this Prospectus and will act as auditor of the Company. The Company has agreed to pay Grosvenor Schiliro Chartered Accountants, \$5,000 excluding GST and disbursements for the work performed on this Prospectus.

Watson Manaioni has acted as solicitors to the Company and has provided legal services and conducted due diligence in connection with the Prospectus and the Offer. The Company has agreed to pay Watson Mangioni, \$50,000 excluding GST and disbursements for the work performed on this Prospectus.

WFM will act as Administration Manager of the Company. In return for these services it will receive a Management Fee. See Section 14 for details.

van Eyk Research will act as Investment Manager of the Company. In return for these services it will receive a Management Fee and a Performance Fee. See Section 14 for details.

Certain partners and employees of the above firms may subscribe for Shares and Options in the context of the Offer.

15.3 ASX WAIVER

The Company has made an application to ASX for a waiver of Listing Rule 15.16 to the extent necessary to allow the van Eyk Research to act as the Investment Manager of the Company's Portfolio and WFM to act as Administration Manager of the Company in accordance with the Management Agreement for a 25 year term if the Shares and Options are successfully listed.

The Company has no reason to believe that ASX will not grant the waiver.

1574 Reactor Party – Frans Action

As at the date of this prospectus, the Company is a party to the following transactions with related parties and future parties:

• (a) The Company has entered into a Management Agreement with WFM. WFM will receive fees in connection with the provision of services under this agreement. The Company has also entered into an Investment Management Agreement with van Eyk Research, under which WFM has step-in rights if van Eyk terminates the agreement or is removed by the Company, van Evk Research will receive fees in connection with the provision of services under this agreement. See Section 14 for details. Cameron McCullagh is a director of the Company and is a director and beneficial shareholder of WFM.
• (b) Each Director has entered into a director's protection deed with the Company. See Section 14 for details.

15.5 CONSENTS

WFM has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus, and has not withdrawn its written consent to be named as Administration Manager and Dealer to the Offer of the Company in the form and context in which it is so named.

WFM has only been involved in the preparation of that part of the Prospectus where it is named as Administration Manager and Dealer to the Offer of the Company. WFM specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere in this Prospectus. WFM has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents

Grosvenor Schiliro Chartered Accountants has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus, and has not withdrawn their written consent to be named as Independent Accountants and Auditors of the Company in the form and context in which they are so named.

Grosvenor Schiliro Chartered Accountants has only been involved in the preparation of that part of the Prospectus where they are named as Independent Accountants and Auditors of the Company. Grosvenor Schiliro Chartered Accountants specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere in this Prospectus. Grosvenor Schiliro Chartered Accountants has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents

Moore Stephens WI Pty Limited has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus, and has not withdrawn its written consent to be named as Accountants of the Company in the form and context it which they are so named.

Moore Stephens WI Pty Limited has only been involved in the preparation of that part of the Prospectus where they are named as Accountants of the Company. Moore Stephens WI Pty Limited specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere in this Prospectus. Moore Stephens WI Pty Limited has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents.

van Eyk Research has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus, and has not withdrawn its written consent to be named as Investment Manager in the form and context in which it is so named.

van Evk Research has only been involved in the preparation of that part of the Prospectus where they are named as Investment Manager to the Company. van Eyk Research specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere in this Prospectus. van Eyk Research has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents.

Watson Mangioni has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus, and has not withdrawn their written consent to be named as solicitors to the Offer in the form and context in which they are so named.

SECTION

Granite Three Pillars L

15. ADDITIONAL INFORMATION

Watson Mangioni has only been involved in the preparation of that part of the Prospectus where they are named as solicitors to the Offer. Watson Mangioni specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere in this Prospectus. Watson Mangioni has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents.

Registries Limited has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus. has not withdrawn their written consent to be named as Share Registrar of the Company in the form and context in which they are so named.

Registries Limited has only been involved in the preparation of that part of the Prospectus where it is named as Share Registrar of the Company. Registries Limited specifically disclaims liability to any person in the event of any omission form, or any false or misleading statement included elsewhere in this Prospectus. Registries Limited has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents.

Equity Capital Markets Limited has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus, has not withdrawn their written consent to be named as distributor of the Prospectus in the form and context in which they are so named.

Equity Capital Markets Limited has only been involved in the preparation of that part of the Prospectus where it is named as distributor of the Prospectus. Equity Capital Markets Limited specifically disclaims liability to any person in the event of any omission form, or any false or misleading statement included elsewhere in this Prospectus. Equity Capital Markets Limited has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents.

Aurora Funds Management Limited has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus, has not withdrawn their written consent to be named as distributor of the Prospectus of the Company in the form and context in which they are so named.

Aurora Funds Management Limited has only been involved in the preparation of that part of the Prospectus where it is named as distributor of the Prospectus of the Company. Aurora Funds Management Limited specifically disclaims liability to any person in the event of any omission form, or any false or misleading statement included elsewhere in this Prospectus.

Aurora Funds Management Limited has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents.

Macquarie Equities Limited has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus, and has not withdrawn its written consent to be named as broker to the Issue in the form and context in which they is so named.

Macquarie Equities Limited has not been involved in any part of the preparation of the Prospectus of the Company. Macauarie Equities Limited specifically disclaims liability to any person in the event of any omission from, or false or misleading statement included elsewhere in this Prospectus. Macquarie Equities Limited has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents.

Bell Potter Securities Limited has given and, before lodgement of the Prospectus with ASIC and the issue of the Electronic Prospectus, and has not withdrawn its written consent to be named as broker to the Issue in the form and context in which they is so named.

Bell Potter Securities Limited has not been involved in any part of the preparation of the Prospectus of the Company. Bell Potter Securities Limited specifically disclaims liability to any person in the event of any omission from, or false or misleading statement included elsewhere in this Prospectus. Bell Potter Securities Limited has not authorised or caused the issue of the Prospectus and takes no responsibility for its contents.

15.6 ASX LISTING

Application will be made to ASX within 7 days after the date of this Prospectus for the Company to be listed on the ASX and for quotation of the Shares and Options issued pursuant to this Prospectus and all other Shares on issue as at the date of such avotation.

The fact that ASX may list the Company is not to be taken as an indication of the merits of the Company or the Shares or Options. ASX quotation, if granted, will commence as soon as practicable after holding statements are dispatched.

The Directors do not intend to allot any Shares and Options unless and until ASX grants permission for the Shares and Options to be listed for quotation unconditionally or on terms acceptable to the Directors. If permission is not granted for the Shares and Options to be listed for quotation before the end of permitted by the Corporations Act with the consent of ASIC, all Application Moneys received pursuant to the Prospectus will be refunded without inferest to Applicants in full within the time prescribed by the Corporations Act.

15. ADDITIONAL INFORMATION

15.7 ALLOTMENT

No allotment of Shares and Options will be made until minimum subscription has been received and permission has been granted by ASX for quotation of the Shares and Options unconditionally or on terms acceptable to the Directors. It is expected that allotment of the Shares and Options will take place in January 2004.

The Company will forward all Application Forms it receives to WFM. All Application Monies pursuant to this Offer will be held in a subscription account until allotment. This account will be established and kept by WFM on behalf of the Applicants.

An Application constitutes an offer by the Applicant to subscribe for Shares and Options on the terms and subject to the conditions set out in this Prospectus. Where the number of Shares and Options allotted is less than the number applied for or where no allotment is made, the surplus Application Monies will be returned by cheque within 7 days of the Closing Date. Interest will not be paid on the refunded Application Monies.

15.8 DISTRIBUTION FEES

A distribution fee will be paid, in addition to the handling fee of $2\% + GST$ (if applicable), to ECM and Aurora on the following basis:

* ECM will receive a 0.4% distribution fee on Applications bearing a broker's stamp. Where the aggregate value of the Applications received bearing a broker's stamp is in excess of \$20 million, the distribution fee received by ECM on the excess over \$20 million will be 0.6%.

Aurora will receive a distribution fee of 0.75% on Applications received bearing Aurora's stamp.

15-0-CHESS

SECTIOL

Three Pillirs

BANTIE

The Company will apply to ASX to participate in the Securities Clearing House Electronic Subregister System known as CHESS. CHESS is operated by the ASX's Securities Clearing House (SCH) in accordance with the ASX Listing Rules and the SCH Business Rules. Under CHESS, the Company will not be issuing certificates to investors who elect to hold their shares on the CHESS subregister. After allotment of Shares, Shareholders will receive a CHESS statement.

The CHESS statements which are similar to bank account statements, will set out the number of Shares allotted to each Shareholder pursuant to this Prospectus. The statement will also advise holders of their holder identification number and explain for future reference the sale and purchase procedures under CHESS.

Further statements will be provided to Shareholders which reflect any changes in their shareholding in the Company during a particular month.

15.10 MINIMUM SUBSCRIPTION

The minimum subscription for the Offer is \$16,000,000 being receipt of valid Applications for not less than 16,000,000 Shares and 16,000,000 attaching Options. If this minimum subscription is not achieved and the Application Price for these Shares is not received by the Company by the date 4 months after the Opening Date, the Company will repay all money received from Applicants within 7 days after that date.

15.11 OVERSEAS SHAREHOLDERS

The Offer does not constitute an offer in any place in which, or to any person to whom, it would be unlawful to make such an offer.

DECLARATION

This Prospectus has been approved by unanimous resolution of the Directors of Granite Three Pillars Limited.

Dated:

14 November 2003

Delitts

David Iliffe

CHAIRMAN

16. DEFINITIONS AND GLOSSARY

$S$ , Aus $S$ :	Australian Dollars.
Applicant:	a person applying for Shares in accordance with the guidelines of the Prospectus.
Application:	a valid application to subscribe to a specific number of Shares as offered by this Prospectus.
Application Form:	the application form which is attached to and forms part of the Prospectus.
Application Monies:	means the Application Price multiplied by the number of Shares applied for.
Application Price:	means \$1.00 for each Share applied for.
ASIC:	the Australian Securities and Investments Commission.
ASX:	the Australian Stock Exchange Limited.
ASX 300:	the S&P ASX 300.
ATO:	means the Australian Taxation Office.
Aurora:	Aurora Funds Management Limited.
Business Day:	means a day, other than a Saturday or Sunday, on which banks are open for general banking business in Sydney.
CHESS:	means Clearing House Electronic Subregister System.
Closing Date:	means the date by which valid acceptances must be received by the Share Registrar being 9 January 2004 or such other date as may be determined by the Company.
Company:	means Granite Three Pillars Limited.
Corporations Act:	means the Corporations Act 2001 (Cth.).
Directors or Board:	means the board of directors of the Company.
DRP:	Dividend Re-investment Plan.
ECM:	Equity Capital Management Ltd.
FSR:	Financial Services Reform.
Administration Manager:	is taken as WFM.
GST:	means Goods and Services Tax as defined in A New Tax system (Goods and Services Tax) Act 1999.
HIN:	means Holder Identification Number as defined by the SCH Business Rules.
Investment Manager:	is taken as van Eyk Research.
Listing Rule:	means the listing rules of the ASX.
Management Fee:	the management fees payable to van Eyk Research and WFM as described in Sections 8.1 and 14.
NTA:	means Net Tangible Assets.
Offer:	means the offer of up to 100,000,000 Shares and up to 100,000,000 Options pursuant to and in accordance with this Prospectus.
Opening Date:	means the date of opening of the Offer expected to be 24 November 2003.
Option:	means an option to acquire a Share at an exercise price of \$1.00 per Share by 19 May 2005 on the terms set out in Section 10.
$P/F$ ratio:	Price/Earnings ratio.
Performance Fee:	is as described in Sections 8.2 and 14.
Prospectus:	means this prospectus, dated 14 November 2003 as modified or varied by any supplementary prospectus made by the Company and lodged with the ASIC from time to time.
Portfolio:	means the portfolio of investments of the Company from time to time.
PS ratio:	Price to Sales ratio.
Security:	has the same meaning as in Section 92 of the Corporations Act.
Share:	means a fully paid ordinary share in the capital of the Company.
Share Registrar:	means Registries Limited.
van Eyk Research:	van Eyk Research Limited (ACN 010 664 632).
WFM.	White Funds Management Pty Limited (ACN 074 709 210).

Granite Three Pillars Limited

GUIDE TO COMPLETING FORM $17.$

Please ensure all relevant sections of the Application Form are completed in BLOCK LETTERS using black or blue ink.

wrong full name will be rejected. CHESS participants should

insert their name and address in the same format as their

current registration details within CHESS.

D. Enter the Postal Address for all correspondence from the Company. For joint applications only one address can be entered. Only addresses within Australia will be acceptable.

Photocopies of this form will not be accepted. Changes made to the Application form will remier it invalid. ... Intern (withit Name Imail address and Islandone numbertet the event we need to contact you in relation to your Application. Should further assistance be required with the completion of this form, please contact WFM on F. Enter your CHESS HIN if you are a participant in CHESS, Otherwise $(02)$ 9229 7999. teave this section blank. These instructions are cross-referenced to each section of the G Enter the Tax File Number(s) or exemption category of all Application Form. applicants. Collections of TFNs is authorised under taxation laws. However quotation of your TFN is not compulsory nor will A lasert the number of shares you wish to apply for. Your application non-inclusions effect your application. must be for a minimum of 2,000 shares and thereafter in multiples of 500 shares. H. Complete cheque details as requested. Cheques are to be made payable to 'GraniteThree Pillars Limited Share Offer' and crossed B Enter the application amount you wish to apply for. Your 'Not Negotiable'. Cheques and or bank drafts will be banked on application must be for a minimum of \$2,000.00 and thereafter the day of receipt. in multiples of \$500.00. L Granite Three Pillars Limited reserves the absolute right to reject $\mathsf{C}$ Enter the full name(s) and title(s) of all legal entities that are or decline to deal with any Application, including Applications to be recorded as the registered holder(s). Up to three joint that has been deemed to be incomplete or inaccurate in any way. applicants may register. Refer to the Naming Standards shown below for guidance on valid registration. Applicants using the

Forward completed application together with Application monies to:

White Funds Management Pty Limited Level 5, 14 Martin Place Sydney NSW 2000.

NAMING STANDARDS

Only legal entities are permitted to hold Shares. Applications must be in the name(s) of natural persons, companies or other legal entities that are deemed acceptable by the Company. A minimum of at least one full given name plus the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation provided it is completed in line with the following naming standards.

TYPE OF INVESTOR	CORRECT FORM
Individual Use given names in full, not initials	Mr. John Alfred Citizen
Company Use the company full title, not abbreviations	XYZ Company Pty Ltd.
Joint Holdings	Mr. John Alfred Citizen & Mrs. Margaret Joy
Use given names in full, not initials	Citizen
Trusts	Mrs. Margaret Joy Citizen
Use the trustee(s) personal names	$<$ Margaret Citizen Family A/( $>$
Deceased Estates	Mrs. Margaret Joy Citizen
Use the executors(s) personal names	$\langle$ EST John Citizen A/C>
Minor ( under 18 years of age)	Mr. John Alfred Citizen
Name of an responsible adult with relevant designation	$<$ Mark Citizen A/C $>$
Partnership	Mr. Jeff Jones & Mr. Mark Jones
Use personal names of partners	$\langle$ Jeff Jones & Son A/C $>$
Clubs / Unincorporated Bodies / Business Names	Mr. Jeff Jones
Use office bearer(s) personal name(s)	$\langle$ XYZ Social Club A/C $>$
Superannuation Funds	John Alfred Citizen Pty Ltd.
Use the name of the trustee of the fund.	$<$ Super Fund A/C $>$

SECTION

THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

	Pin cheques (s) here				Brokers Stamp - including ASX Number
	(do not staple)		Broker's Code Adviser's Code
	GRANITE THREE PILLARS LIMITED		ACN 106 854 175
			PUBLIC OFFER APPLICATION FORM
	J/We apply for		. Shares or such tesser number of Shares which may be allocated to me/us.
	$\mathbf{\hat{e}}$ B 1/We lodge full application monies			그 젊은 정
Title	C. Complete full details (Please Print) Given Name(s)	Surname
	Joint Application No.2 or Account Designation Joint Application No.3 or Account Designation
	Enter your postal address details - Include State and postcode
له ريزيد. الإيران	Unit / Street Number Street Name Suburb / City			State	Postcode
	Contact Name Contact Name E-mail Address		Home Telephone Number Work Telephone Number
$\mathsf{F}$	CHESS Participant - HIN (if Applicable)
G	Tax File Number Applicant #1 Applicant #3		Applicant #2
$\mathbf H$	Cheque Details Drawer	relate (mediane (m. 1 Bonk $\mathcal{P}^{(1)}$ .	Branch and consumers are	Cheque Amount \$A
	Drawer	Bank	Branch	Cheque Amount SA

By lodging this Application Form and cheque(s) for the Application Monies, the Applicant(s) is taken to have:

• completed and lodged the application according to the Prospectus, and all statements made by them are complete and accurate

• applied for the number of Shares shown in this Application Form or a lessor amount as calculated in accordance with the terms of the Prospectus - agreed to be bound by the Constitution of Granite Three Pillars Limited and the terms and conditions set out in this Prospectus.

APPLICANTS SHOULD CAREFULLY READ THIS PROSPECTUS IN ITS ENTIRETY PRIOR TO COMPLETING THIS APPLICATION FORM. NO SIGNATURE IS REQUIRED ON THIS FORM.

THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

المنافر والمنافر والمنادي المنافر والمستوح والمتواطن والمتحدث والمتناوب

Pin cheques (s) here (do not staple)		Broker's Code	Brokers Stamp - including ASX Number
		Adviser's Code
GRANITE THREE PILLARS LIMITED		ACN 106 854 175
			PUBLIC OFFER APPLICATION FORM
- I/We_apply_for		! Shares or such fesser number of Shares which may be allocated to me/us.
B 1/We lodge full application monies
Complete full details (Please Print) Given Name(s) Title	Surname
Joint Application No.2 or Account Designation
Joint Application No.3 or Account Designation
Enter your postal address details - Include State and postcode Unit / Street Number Street Name
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Suburb / City		State	Postcode
Contact Name
Contact Name - 11		Home Telephone Number ┓┎╾┑┎╾ -H
E-mail Address		Work Telephone Number
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Tax File Number Applicant #1		Applicant #2
Applicant #3
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Drawer	Bank Branch	SA	Cheque Amount
Declaration

By lodging this Application Form and cheque(s) for the Application Monies, the Applicant(s) is taken to have:

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• completed and lodged the application according to the Prospectus, and all statements made by them are complete and accurate - applied for the number of Shares shown in this Application Form or a lessor amount as calculated in accordance with the terms of the Prospectus agreed to be bound by the Constitution of Granite Three Pillars Limited and the terms and conditions set out in this Prospectus.

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APPLICANTS SHOULD CAREFULLY READ THIS PROSPECTUS IN ITS ENTIRETY PRIOR TO COMPLETING THIS APPLICATION FORM. NO SIGNATURE IS REQUIRED ON THIS FORM. THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

Pin cheques (s) here (do not staple)		Broker's Code			Brokers Stamp - including ASX Number
		Adviser's Code
GRANITE THREE PILLARS LIMITED		ACN 106 854 175 PUBLIC OFFER APPLICATION				FORM
A 1/We apply for		Shares or such lesser number of Shares which may be allocated to me/us.
\$, B I/We lodge full application monies
Complete full details (Please Print) Ç Given Name(s) Title Joint Application No.2 or Account Designation	Surname
Joint Application No.3 or Account Designation Enter your postal address details - Include State and postcode
Unit / Street Number Street Name Suburb / City			State		Postcode	85
Contact Name Contact Name E-mail Address		Home Telephone Number Work Telephone Number
CHESS Participant - HIN (if Applicable)
G®Tax File Number or Exemption Applicant #1 Applicant #3		Applicant #2
H Cheque Details Drawer Drawer	34 กล่านนี้การแล้ว เก $\gamma_{\rm vap}^{\rm 1.1}$ . Bank Bank	Branch Branch	SA \$A	Cheque Amount Cheque Amount

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By lodging this Application Form and cheque(s) for the Application Monies, the Applicant(s) is taken to have:

• completed and lodged the application according to the Prospectus, and all statements made by them are complete and accurate - applied for the number of Shares shown in this Application Form or a lessor amount as calculated in accordance with the terms of the Prospectus. - agreed to be bound by the Constitution of Granite Three Pillars Limited and the terms and conditions set out in this Prospectus.

APPLICANTS SHOULD CAREFULLY READ THIS PROSPECTUS IN ITS ENTIRETY PRIOR TO COMPLETING THIS APPLICATION FORM. NO SIGNATURE IS REQUIRED ON THIS FORM.

THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

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Pin cheques (s) here						Brokers Stamp - including ASX Number
(do not staple)			Broker's Code
			Adviser's Code
						CONFIGE	CONTROVING
GRANITE THREE PILLARS LIMITED		ACN 106 854 175
			PUBLIC OFFER APPLICATION FORM
1/We upply for	. Shares or such lesser number of Shares which may be allocated to mo/us
\$ B 1/We lodge full application monies
Complete full details (Please Print) C
Given Name(s) Title	Surname
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Joint Application No.3 or Account Designation
Enter your postal address details - Include State and postcode
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Contact Name
Contact Name -11 Ħ			Home Telephone Number
E-mail Address			Work Telephone Number $\left($
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Tax File Number or Exemption G
Applicant #1		Applicant #2
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Cheque Details Ħ Drawer an como BS	Bank $\mathcal{D}{\alpha\beta}^{\alpha\beta}$ , $\mathcal{D}{\alpha\beta}^{\alpha\beta}$ , $\mathcal{D}_{\alpha\beta}^{\alpha\beta}$ ,	Branch		SA	Cheque Amount
Drawer	Bonk	Branch			Cheque Amount
				SA

By lodging this Application Form and cheque(s) for the Application Monies, the Applicant(s) is taken to have:

• completed and lodged the application according to the Prospectus, and all statements made by them are complete and accurate - applied for the number of Shares shown in this Application Form or a lessor amount as calculated in accordance with the terms of the Prospectus

• agreed to be bound by the Constitution of Granite Three Pillars Limited and the terms and conditions set out in this Prospectus.

APPLICANTS SHOULD CAREFULLY READ THIS PROSPECTUS IN ITS ENTIRETY PRIOR TO COMPLETING THIS APPLICATION FORM. NO SIGNATURE IS REQUIRED ON THIS FORM.

THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

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الأرابين المناسب والمتحدث والأرادة

Pin cheques (s) here				Brokers Stamp - including ASX Number
(do not staple)		Broker's Code Adviser's Code
GRANITE THREE PILLARS LIMITED		ACN 106 854 175
				PRIORITY ALLOCATION APPLICATION FORM
A VWe apply for	Shares or such tesser number of Shares which may be allocated to me/us.
\$ B-I/We-lodge-full-application monies
C. Complete full details (Please Print) Given Name(s) Tirle	Surname
Joint Application No.2 or Account Designation
Joint Application No.3 or Account Designation
Enter your postal address details - Include State and postcode D Unit / Street Number Street Name
Suburb / City			State	Postcode
Contact Name Contact Name T JF ٦Г Ħ		Home Telephone Number -II. $\sqrt{1}$
E-mail Address		Work Telephone Number $\left($
CHESS Participant - HIN (if Applicable) F.
Tax File Number or Exemption G
Applicant #1		Applicant #2
Applicant #3 inn
Cheque Details H	ade e e e e e e gr	. Branch		Cheque Amount
Bank Drawer. بتلا وبالوه dist. Bank Drawer	$\mathbb{E}[\mathbb{E}[\mathbb{E}[\mathbb{E}])]$	medical control. Branch	and the property of the SA	Cheque Amount
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Declaration

By lodging this Application Form and cheque(s) for the Application Monies, the Applicant(s) is taken to have:

• completed and lodged the application according to the Prospectus, and all statements made by them are complete and accurate

• applied for the number of Shares shown in this Application Form or a lessor amount as calculated in accordance with the terms of the Prospectus

• agreed to be bound by the Constitution of Granite Three Pillars Limited and the terms and conditions set out in this Prospectus.

APPLICANTS SHOULD CAREFULLY READ THIS PROSPECTUS IN ITS ENTIRETY PRIOR TO COMPLETING THIS APPLICATION FORM. NO SIGNATURE IS REQUIRED ON THIS FORM. THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

Adviser's Code GRANITE THREE PILLARS LIMITED ACN 106 854 175 PRIORITY ALLOCATION APPLICATION Shares or such lesser number of Shares which may be allocated to .me/u s L/We apply for \$ B -- I/We lodge full application monies Complete full details (Please Print) Surname Given Name(s) Title Joint Application No.2 or Account Designation Joint Application No.3 or Account Designation Enter your postal address details - Include State and postcode Street Name Unit / Street Number Σ, Postcode State Suburb / City Contact Name Home Telephone Number Contact Name $\lambda$ H Work Telephone Number E-mail Address $\left($ CHESS Participant - HIN (if Applicable) G. Tax File Number or Exemption Applicant #2 Applicant #1 Applicant #3 2 Cheque Details Ħ Cheque Amount Branch Bank Drawer i kalèncan SA Cheque Amount Branch Bank Drawer SA	Pin cheques (s) here		Broker's Code	Brokers Stamp - including ASX Number
	(do not staple)
					FORM
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第二十 星期主

By lodging this Application Form and cheque(s) for the Application Monies, the Applicant(s) is taken to have:

• completed and lodged the application according to the Prospectus, and all statements made by them are complete and accurate - applied for the number of Shares shown in this Application Form or a lessor amount as calculated in accordance with the terms of the Prospectus

• agreed to be bound by the Constitution of Granite Three Pillars Limited and the terms and conditions set out in this Prospectus.

APPLICANTS SHOULD CAREFULLY READ THIS PROSPECTUS IN ITS ENTIRETY PRIOR TO COMPLETING THIS APPLICATION FORM. NO SIGNATURE IS REQUIRED ON THIS FORM. THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK