THORNEY TECHNOLOGIES LTD — AGM Information 2007

Oct 21, 2007

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A U S T R A L I A N R E N E WA B L E F U E L S L I M I T E D ABN 66 096 782 188

N OT I c E O F A N N U A l G E N E R A l M E E T I N G a n d E X P l A N ATO R Y M E M O R A N D U M

DAT E O F M E E T I N G Monday, 26 November 2007 T I M E O F M E E T I N G 2.00pm WDT

P l Ac E O F M E E T I N G Broadwater Pagoda Resort Hotel 112 Melville Parade, como, Western Australia

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This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

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 (“Company”) will be held at the Broadwater Pagoda Resort Hotel, 112 Melville Parade, Como, Western Australia on Monday 26 November 2007 at 2.00pm WDT for the purpose of transacting the following business.

A G E N D A

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 annual financial report together with the Directors’ and Auditor’s reports for the year ended 30 June 2007.

RESOLUTION 1 - Directors’ Remuneration Report

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

That the Remuneration Report as contained within the Directors’ Report for the year ended 30 June 2007 be adopted.

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 - Re-election of Mr Geoffrey Towner as a Director of the Company

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

That Mr Geoffrey Towner, being a Director, who retires by rotation in accordance with Rule 13.2 of the Company’s Constitution and being eligible, offers himself for re-election, be re-elected as a Director.

RESOLUTION 3 - Re-election of Mr Max Ger as a Director of the Company

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

That Mr Max Ger, being a Director, who retires by rotation in accordance with Rule 13.2 of the Company’s Constitution and being eligible, offers himself for re-election, be re-elected as a Director.

RESOLUTION 4 - Remuneration of

Non-Executive Directors

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

That, for the purpose of Listing Rule 10.17 and Rule 13.8 of the Company’s Constitution and for all other purposes, the maximum aggregate remuneration payable to non-executive Directors as Directors’ fees in any financial year be increased by $75,000 from $300,000 to $375,000.

RESOLUTION 5 - Ratification of Previous Option Issue

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

That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the grant of 25,800,000 Options, each exercisable on or before 2 October 2012 at an exercise price of $0.19 each, to Macquarie Investment Holdings No.2 Pty Ltd, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.

Voting Exclusion Statement

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

PROXIES

A Shareholder entitled to attend and vote at the above Annual General Meeting of Shareholders may appoint not more than two proxies. 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 Annual General Meeting.

IN PERSON Share Registry Computershare Investor Services Pty Limited, Level 2, Reserve Bank Building 45 St Georges Terrace Perth WA 6000 Australia BY MAIL Share Registry Computershare Investor Services Pty Limited GPO Box D182, Perth WA 6840 Australia BY FAX +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 WDT on Friday, 23 November 2007 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

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 4 by each of the Directors and any associates of the Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the discretions on the proxy form, or if 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.

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Max L Ger Finance Director/Company Secretary 22 October 2007

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 Annual General Meeting (“Notice”) of Australian Renewable Fuels Limited (“Company”).

The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice:

RESOLUTION 1 - Directors’ Remuneration Report

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

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 Remuneration Report is set out within the Directors’ Report in the Company’s Annual Report 2007. The Remuneration 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 reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

RESOLUTION 2 - Re-election of Mr Geoffrey Towner 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 Alternate Directors and the Managing Director) shall retire from the office. The Directors to retire at an Annual General Meeting are those who have been longest in office since their last election. A retiring Director is eligible for re-election.

Messrs Alan Mulgrew, Robert Scott and Glyn Denison were re-elected as Directors at the 2006 Annual General Meeting of the Company. The two Directors who have been longest in office at this date are Messrs Geoffrey Towner and Max Ger.

Accordingly, pursuant to Rule 13.2 of the Company’s Constitution, Mr Geoffrey Towner retires and being eligible, offers himself for re-election as a Director of the Company.

Messrs Alan Mulgrew, Robert Scott and Glyn Denison were re-elected as Directors at the 2006 Annual General Meeting of the Company. The two Directors who have been longest in office at this date are Messrs Geoffrey Towner and Max Ger.

Accordingly, pursuant to Rule 13.2 of the Company’s Constitution, Mr Max Ger retires and being eligible, offers himself for re-election as a Director of the Company.

RESOLUTION 4 - Remuneration of Non-Executive Directors

Listing Rule 10.17 and clause 13.8 of the Company’s Constitution provide that the maximum aggregate amount of the remuneration payable as Directors’ fees is to be determined by the Company in general meeting.

Executive Directors receive salary and other remuneration in terms of their employment or consultancy agreement but do not receive Directors’ fees. The remuneration paid by the Company to Executive Directors is not included in the maximum aggregate amount of Directors’ fees for the purpose of this Resolution. It has been 3 years since the Shareholders last approved an increase in Non-Executive Directors’ fees.

The current maximum aggregate amount is $300,000 per annum and it includes Superannuation Guarantee Contributions made by the Company in relation to Non-Executive Directors.

This Resolution seeks Shareholder approval to increase the maximum Directors’ fees payable to Non-Executive Directors in each financial year by $75,000 from $300,000 to $375,000 in aggregate to be proportioned between them as determined by Board resolution.

The Directors (other than the Non-Executive Directors who have refrained from making a recommendation) recommend that Shareholders vote in favour of this Resolution. All Directors and their associates are excluded from voting on the Resolution.

RESOLUTION 5 - Ratification of Previous Option Issue

On 3 October 2007, the Company announced that it had agreed to issue Macquarie Investment Holdings No.2 Pty Ltd 25,800,000 Options, exercisable on or before 2 October 2012 at an exercise price of $0.19 each. These Options were granted on 10 October 2007. The Options were granted to Macquarie Investment Holdings No.2 Pty Ltd for financial advisory services to be provided by that company to the ARFuels Group for the 15 month period ending 31 December 2008.

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% threshold set by Listing Rule 7.1. The effect of such ratification is to restore a company’s maximum discretionary power to issue further securities up to 15% of the issued capital of the company without requiring shareholder approval. Shareholder approval is sought under Resolution 5 to ratify the grant of 25,800,000 Options to Macquarie Investment Holdings No.2 Pty Ltd.

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) a total of 25,800,000 Options were granted;

RESOLUTION 3 - Re-election of Mr Max Ger 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 Alternate Directors and the Managing Director) shall retire from the office. The Directors to retire at an Annual General Meeting are those who have been longest in office since their last election. A retiring Director is eligible for re-election.

• (b) the Options were granted for no consideration;

• (c) the terms and conditions of the Options are set out in Annexure A of this Explanatory Memorandum;

• (d) the Options were granted to Macquarie Investment Holdings No.2 Pty Ltd, which is not a related party of the Company; and

• (e) no funds have been raised by the grant of the Options.

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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 Annual General Meeting.

Similarly, a reasonable opportunity will be given to Shareholders - as a whole - to ask questions to the Company’s external Auditor, BDO Kendalls Audit & Assurance (WA) Pty Ltd (“BDO”), relevant to:

• a) the conduct of the audit;

• b) the preparation and contents 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 BDO if the question is relevant to the content of BDO’s audit report or the conduct of its audit of the Company’s financial report for the year ended 30 June 2007.

Relevant written questions to BDO must be no later than 5:00pm WDT on Monday, 19 November 2007. A list of those questions will be made available to Shareholders attending the meeting. BDO will either 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 BDO to:

By facsimile +61 8 9363 3511; or Post to Australian Renewable Fuels Limited PO Box 837, South Perth, WA 6951

by no later than 5:00pm WDT on Monday 19 November 2007.

GLOSSARY

• “ARFuels Group” means the Company and American Renewable Fuels Inc., of which the Company holds 65.52% of the issued voting shares of common stock;

• “ASX” means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

ANNEXURE A

Terms and Conditions

The terms and conditions of the Options are:

1. Each Option shall be issued for no consideration.

2. Each Option entitles the holder to subscribe for 1 ordinary share in Australian Renewable Fuels Limited ABN 66 096 782 188 (“Company”) upon the payment of $0.19.

3. The Options will lapse at 5.00pm, Western Standard Time on 2 October 2012 (“Expiry Date”).

4. The Options are transferable and will not be listed for official quotation on the ASX.

5. There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.

6. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

7. The Options shall be exercisable at any time during the period commencing on 31 December 2007 and ending on or before the Expiry Date (“Exercise Period”) by the delivery to the registered office of the Company of a notice in writing (“Notice”) stating the intention of the optionholder to exercise all or a specified number of Options held by them accompanied by an Option Certificate and a cheque made payable to the Company for the subscription monies for the shares. The Notice must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the optionholder to the balance of the Options held by the optionholder.

8. The Company shall allot the resultant shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

9. The shares allotted on exercise of the Options, shall rank from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

10. There are no rights to change the exercise price or the number of underlying ordinary shares.

11. “Company” means Australian Renewable Fuels Limited ABN 66 096 782 188;

12. “Corporations Act” means Corporations Act 2001 (Cth);

13. “Director” means a Director of the Company;

14. “Listing Rules” means the Listing Rules of the ASX;

15. “Notice” means the Notice of General Meeting accompanying this Explanatory Memorandum;

16. “Options” means Options, each to acquire one Share exercisable at $0.19 each on or before 2 October 2012 and otherwise on the terms and conditions set out in Annexure A of this Explanatory Memorandum;

17. “Resolution” means a resolution contained in the Notice;

18. “Shareholders” means holders of Shares;

19. “Shares” means fully paid ordinary shares in the Company; and

20. “WDT” means Australian Western Daylight Time.

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PO Box 837, South Perth WA 6951 Suite 1B, level 5, South Shore Piazza 85 South Perth Esplanade, South Perth, WA 6151 Telephone (08) 9363 3500 Facsimile (08) 9363 3511 Website www.arfuels.com.au ABN 66 096 782 188