THORNEY TECHNOLOGIES LTD — AGM Information 2006

Oct 25, 2006

Notice of Annual General Meeting of Australian Renewable Fuels Limited

ABN 66 096 782 188

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of Australian Renewable Fuels Limited ("the Company") will be held at the Perth Convention Centre, 21 Mounts Bay Road, Perth, Western Australia on Thursday 30 November 2006 at 10.30am WST for the parpose of transacting the following business:

AGENDA

BUSINESS:

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice of Meeting,

FINANCIAL STATEMENTS AND REPORTS:

To receive and consider the armual financial report together with the Directors' and Auditor's reports for the year ended 30 June 2006.

RESOLUTION 1 - Directors' Remuneration Report

To consider and it thought fit, pass the following advisory only resolution:

That the Directors' Remuneration Report as contained within the Directors' Report for the year ended 30 June 2006 be adopted.

RESOLUTION 2 - Re-election of Mr Alan Mulgrew as a Director of the Company

To consider and it thought it, pass the following resolution as an ordinary resolution:

That Mr Alan Muldrew, appointed by the Directors as a Director of the Company on 1 July 2006, who retires in accordance with Rule 13.5 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.

RESOLUTION 3 - Re-election of Mr Robert Scott as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Mr Robert Scott, being a Director of the Company, retiring by rotation in accordance with Rule 13.2 of the Company's Constitution and being etigible, offers himself for re-election, be re-elected as a Director of the Company.

RESOLUTION 4 - Re-election of Mr Glyn Denison as a Director of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Mr Glyn Denison, being a Director of the Company, retiring by rotation in accordance with Rule 13.2 of the Company's Constitution and beino etigible, offers himself for re-election, be re-elected as a Director of the Company.

RESOLUTION 5 - Ratification of Prior Issue of Shares

To consider and it thought fit, pass the following resolution as an ordinary resolution:

That, for the purpose of Listing Rule 7.4 and all other purposes, the Company ratifies the allotment and issue of 16,200,000 fully paid ordinary shares in the capital of the Company at an issue price of \$1.65 per share, to the parties and on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.

The Company will disregard any votes cast on Resolution 5 by persons who participated in the issue and any associates of those persons. However, the Company will not disregard a vote it it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

PROXIES

A shareholder entitied to attend and vote at the above Annual General Meeting of shareholders may appoint not more than two proxics. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the shareholder's voting rights. A proxy may, but need not be, a shareholder of the Company. Proxy forms must reach the Registered Office of the Company at least 48 hours prior to the Armual General Meeting.

IN PERSON Share Registry - Computershare Investor Services Ptv Limited, Level 2, Reserve Bank Building, 45 St Georges Terrace, Perth WA 6000 Australia

BY MAIL Share Recistry - Computershare Investor Services Pty Limited, GPO Box D182, Perth WA 6840 Australia

RY FAY 61 8 9323 2033

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations, the Company determines that members holding ordinary shares at 5.00pm WST on Tuesday, 28 November 2006 will be entitled to attend and vote at the Annual General Meeting.

EXPLANATORY STATEMENT

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Statement which forms part of this Notice of Meeting. By order of the Board

Arr L Cui

Max L Ger Finance Director/Company Secretary 27 October 2006

Explanatory Memorandum

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Armual General Meeting ("the Notice") of Australian Renewable Fuels Limited ("the Company")

The Directors of the Company ("the Directors") recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

The toilowing information should be reded in respect of the various matters contained in the accomparying Notlee-

RESOLUTION 1 - Directors' Remuneration Report

Pursuant to Section 250R (2) of the Corporations Act, a resolution adopting the Directors' Remuneration Report contained within the Directors' Report must be put to the wite.

Shareholders are advised that pursuant to Section 250R (3) of the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.

The Directors' Remuneration Report is set out within the Directors' Report. The Report:

• · explains the Board's policy for determining the nature and amount of remuneration of executive and non-executive Directors and senior executives of the Company;
• · sets out remuneration details for each Director and remuneration of specified executives of the Company;
• . details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company, and,
• · provides an explanation of share based compensation payments for each Director and senior executive of the Company.
• A reasenable opportunity will be provided for discussion of the Directors' Remaneration Report at the meeting.

The Board unanimously recommends that shareholders vote in favour of adopting the Directors' Remuneration Report.

RESOLUTION 2 - Re-election of Mr Alan Mulgrew as a Director of the Company

The Directors of the Company appointed Mr Alan Mulgrew to the Board of the Company on 1 July 2006.

Accordingly, pursuant to Rale 13.5 of the Company's Constitution, Mr Alan Mulgrew retires and being eligible, offers himself for re-election as a Director of the Company.

RESOLUTION 3 – Re-election of Mr Robert Scott as a Director of the Company
Rule 13.2 of the Company's Constitution provides that at every Annual General Meeling of the Company one-third of the Directors (other than Allemat last election. À retaing Director is eligible for re-election.

Messis Geoffrey Towner, Graham Scott and Max Ger were re-elected as Directors at the 2005 Annual General Meeting of the Company. The two Directors who have been longest in office at this date are Messes Rebert Scott and Glyn Denison.

Accordingly, perspant to Rule 13.2 of the Company's Constitution. Mr Robert Scott retires and being eithbie, offers himself for re-election as a Director of the Company.

RESOLUTION 4 – Re-election of Mr Glyn Denison as a Director of the Company
Rule 13.2 of the Company's Constitution provides that at every Annual General Meeting of the Company one-third of the Directors (other than Allemat last election. A relating Director is eligible for re-election.

Messrs Geoffrey Towner, Graham Scott and Max Ger were re-elected as Directors at the 2005 Annual General Meeting of the Company. The two Directors who have been longest in office at this date are Messrs Rebert Scott and Glyn Denison.

Pursuant to Rule 13.2 of the Company's Constitution, Mr Glyn Denison retires and being eligible, offers himself for re-election as a Director of the Company.

RESOLUTION 5 - Ratification of Prior Issue of shares

The Company issued 16,200,000 shares on 21 April 2006 at an issue price of \$1.65 per share under its 15% placement capacity and now seeks pursuant to this Resolution 5, shareholder approval to ratity the issue of the 16,200,000 shares.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% firreshold set by Listing Ride 7.1. The effect of such radication is to restore a company's maximian discretionary power to issue turther stares up to 15% of the issued capital
of the company without requiring shareholder approval. T further shareholder approval under Listing Rule 7.1.

The following information is provided to shareholders for the purpose of Listing Rule 7.5:

• (a) the total sumber of shares allotted and issued was 16,200,000;
• (b) the price at which the shares were issued was \$1.65 each:
• 徳 the shares issued were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;
• the shares were atotted and issued to sophisticated and protessional investors of Shaw Stockbroking Ltd, each of them unrelated parties to the Company; and 億
• the funds were raised for the purposes of facilitating the Company's growth, providing it with working capital and to pay the costs associated with the issue of the 16,200,000 $\langle \odot \rangle$ shares

Questions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act, a reasonable opportunity will be given to shareholders - as a whole - to ask questions or make comments on the management of the Company at the meeting.

Similarly, a reascrable opportunity will be given to shareholders - as a whole - to ask questions to the Company's external Auditor, Horwath Audit (WA) Pty Ltd ("Horwath"), relevant to:

• a) the conduct of the audit;
• b) the preparation and coriteris of the audit:
• c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and,
• d) the independence of the Auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to Horwath if the question is relevant to the content of Horwath's audit report or the conduct of its audit of the Company's financial report for the year ended 30 June 2006.

Relevant written questions to Horwath must be no later than 5:00pm (WST) on Thursday, 23 November 2006. A list of those questions will be made available to shareholders attending the meeting. Horwath will elther answer questions at the meeting or table written answers to them at the meeting. If written answers are tabled at the meeting, they will be made available to shareholders as soon as practicable after the meeting.

Please send written questions for Horwath to:

By facsimile - +61 8 9363 3511; or

Post to - Australian Renawable Fuels Limited - PG Box 837, South Perth, WA 6951 by no later than 5:00pm (WST) on 23 November 2006.