THORNEY TECHNOLOGIES LTD — AGM Information 2011

Nov 15, 2011

==> picture [121 x 55] intentionally omitted <==

AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188

NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM

DATE OF MEETING 15 December 2011

TIME OF MEETING 11.00am AEDT

PLACE OF MEETING

Offices of Gadens Lawyers Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, Australia 3000

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.

1

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 offices of Gadens Lawyers at Level 25, Bourke Place, 600 Bourke Street, Melbourne on 15 December 2011 at 11.00am AEDT for the purpose of transacting the following business.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 1.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 11:00am on 13 December 2011.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

Recent changes to the Corporations Act mean that members of the Company’s key management personnel ( KMP ) cannot vote undirected proxies given to them on the resolution to approve the remuneration report, or on a resolution connected directly or indirectly with the remuneration of a member of the KMP.

As a result, if you appoint the Chairman of the Company, a Director or a member of the Company’s senior management as your proxy, and do not direct them how to vote in accordance with the instructions on the proxy form, your vote will not be counted on resolutions 1, 8, 9, 10, 11, 12, 13, 14 and 15.

You may direct the Chair of the meeting to vote by either marking the boxes for each Resolution, or by marking the Chair’s box on the proxy form, in which case the Chair of the meeting will vote in favour of each item of business.

You are therefore strongly encouraged to direct your proxy how to vote on those resolutions.

A G E N D A

BUSINESS:

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies, and forms part of, 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 2011.

2

RESOLUTION 1 – Adoption of Remuneration Report

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

"That for the purposes of section 250R(2) of the Corporations Act 2001 the Shareholders of Australian Renewable Fuels Limited adopt the Remuneration Report for the financial year ended 30 June 2011."

Voting exclusion:

The Corporations Act 2001 (Cth) ( Corporations Act ) restricts members of the key management personnel ( KMP ) of the Company and their closely related parties from voting in relation to Resolution 1 in certain circumstances.

Closely related party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a member of the KMP.

The Company will disregard any votes cast (in any capacity) on the proposed resolution by or on behalf of:

• a member of the KMP (being the Directors and the KMP as disclosed in the Remuneration Report which forms part of the Company’s Annual Report for the year ended 30 June 2011); and

• a closely related party of those persons (such as close family members and any companies the person controls).

unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the proxy form.

What this means for Shareholders : If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on Resolution 1. If you intend to appoint the Chair of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Resolution 1(for example if you wish to vote against or abstain from voting), or by marking the Chair’s box on the proxy form (in which case the Chair of the Meeting will vote in favour of this Item of business).

RESOLUTION 2 – Re-Election of Mr Philip Garling as a Director of the Company

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

“That Mr Philip Garling, being a Director who was appointed to fill a casual vacancy retires in accordance with Rule 13.5 of the Company’s Constitution and being eligible, be re-elected as a Director.”

RESOLUTION 3 – Re-Election of Mr Michael Costello as a Director of the Company

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

“That Mr Michael Costello, being a Director who was appointed to fill a casual vacancy retires in accordance with Rule 13.5 of the Company’s Constitution and being eligible, be re-elected as a Director.”

RESOLUTION 4 – Re-Election of Mr Andrew White as a Director of the Company

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

“That Mr Andrew White, being a Director who was appointed to fill a casual vacancy, retires in accordance with Rule 13.5 of the Company’s Constitution and being eligible, be re-elected as a Director.”

3

RESOLUTION 5 – Re-Election of Mr Tom Engelsman as a Director of the Company

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

“That Mr Tom Engelsman, being a Director, who retires by rotation in accordance with Rule 13.2 of the Company’s Constitution and being eligible, be re-elected as a Director.”

RESOLUTION 6 – Approve a prior issue of Shares

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 issue of 13,000,000 ordinary shares to InvestorFirst Securities Limited at the price of 2 cents per share on 28 July 2011 and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting exclusion:

The Company will disregard any votes cast on Resolution 6 by InvestorFirst Securities Limited and any associates of that entity. 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.

RESOLUTION 7 – Approve the issue of Shares and Options to GBTI

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given to the allotment and the issue by the Company of 200,000,000 ordinary shares at an issue price of 1 cent per share and 200,000,000 options to acquire ordinary shares in the Company at an exercise price of 1 cent per share to GlobalBiofuels Trading Inc ( GBTI ) or its nominee, on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting exclusion:

The Company will disregard any votes cast on Resolution 7 by GBTI and any associate of GBTI. 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 directions 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.

RESOLUTION 8 – Approve the issue of up to 15,000,000 Options under the Employee

Share Option Plan

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

“That Shareholders approve the issue of up to 15,000,000 Options to senior executives and managers under the Company’s Employee Share Option Plan, at an exercise price of $0.03 exercisable within three years from issue date, on the terms and conditions which are summarised in the Explanatory Notes, and that the issue of securities under the Employee Share Option Plan be approved for the purposes of Listing Rule 7.2 Exception 9.”

4

Voting exclusion:

The Corporations Act restricts members of the key management personnel (KMP) of the Company and their closely related parties from voting in relation to Resolution 8 in certain circumstances. In addition, a voting restriction applies in respect of these items under the Listing Rules.

The Company will disregard any votes cast on the proposed resolution in Item 8 by Andrew White (Managing Director) or any of his associates, as well as any votes cast as a proxy on these Items by members of the KMP or their closely related parties.

However, the Company need not disregard a vote if it is cast:

• as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

• by the Chair of the meetings as proxy for a person entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

What this means for Shareholders : If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on Resolution 8. If you intend to appoint the Chair of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Resolution 8 (for example if you wish to vote against or abstain from voting), or by marking the Chair’s box on the proxy form (in which case the Chair of the Meeting will vote in favour of this item of business).

RESOLUTION 9 - Approve an issue of Options to the Managing Director under the terms of his Executive Services Agreement

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, that Shareholders approve the issue 45,000,000 Options in the Company exercisable at $0.03 per share on or before 30 November 2014 to Mr. Andrew White under the terms of his Executive Services Agreement and on Terms and Conditions as disclosed to Shareholders in the Explanatory Memorandum which accompanies this Notice of Meeting.”

Voting exclusion:

The Company will disregard any votes cast on Resolution 9 by Mr Andrew White (Managing Director) or any of his associates, as well as any votes cast as a proxy on this resolution by members of the KMP or their closely related parties in the circumstances set out in the Voting exclusion for Resolution 8.

RESOLUTION 10 – Approve an issue of Shares to Tom Engelsman - Director

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

“That for the purposes of section 208 of the Corporations Act 2001 and for the purposes of Listing Rule 10.11 and for all other purposes, approval is given to the grant to Mr Tom Engelsman of 8,333,333 ordinary shares on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion:

The Company will disregard any votes cast on by Mr Tom Engelsman or any of his associates, as well as any votes cast as a proxy on this resolution by members of the KMP or their closely related parties in the circumstances set out in the Voting Exclusion for Resolution 8.

5

RESOLUTION 11 – Approve an issue of Options to Philip Garling - Director

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

“That for the purposes of section 208 of the Corporations Act 2001 and for the purposes of Listing Rule 10.11, approval is given to the grant to Mr Philip Garling of 30,000,000 Options exercisable at 3 cents per share on or before 30 November 2014, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion:

The Company will disregard any votes cast on Resolution 11 by Mr Philip Garling or any of his associates, as well as any votes cast as a proxy on this resolution by members of the KMP or their closely related parties in the circumstances set out in the Voting exclusion for Resolution 8.

RESOLUTION 12 – Approve an issue of Options to Michael Costello - Director

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

“That for the purposes of section 208 of the Corporations Act 2001 and for the purposes of Listing Rule 10.11, approval is given to the grant to Mr Michael Costello of 30,000,000 Options exercisable at 3 cents per share on or before 30 November 2014, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion:

The Company will disregard any votes cast on Resolution 12 by Mr Michael Costello or any of his associates, as well as any votes cast as a proxy on this resolution by members of the KMP or their closely related parties in the circumstances set out in the Voting exclusion for Resolution 8.

RESOLUTION 13 – Approve an issue of Options to Julien Playoust - Director

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

“That for the purposes of section 208 of the Corporations Act 2001 and for the purposes of Listing Rule 10.11, approval is given to the grant to Mr Julien Playoust of 30,000,000 Options exercisable at 3 cents per share on or before 30 November 2014, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion:

The Company will disregard any votes cast on Resolution 13 by Mr Julien Playoust or any of his associates, as well as any votes cast as a proxy on this resolution by members of the KMP or their closely related parties in the circumstances set out in the Voting exclusion for Resolution 8.

6

RESOLUTION 14 – Approve a change of terms to Options

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

“That for the purpose of Listing Rule 6.23 and for all other purposes, approval is given to vary the terms of 30,000,000 unlisted options held by Mr Tom Engelsman on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting exclusion:

The Company will disregard any votes cast on Resolution 14 by Mr Tom Engelsman or any of his associates, as well as any votes cast as a proxy on this resolution by members of the KMP or their closely related parties in the circumstances set out in the Voting Exclusion for Resolution 8.

RESOLUTION 15 – Approve a change of terms to Options

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

“That for the purpose of Listing Rule 6.23 and for all other purposes, approval is given to vary the terms of 5,000,000 unlisted options held by Mr Julien Playoust on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting exclusion:

The Company will disregard any votes cast on Resolution 15 by Mr Julien Playoust or any of his associates, as well as any votes cast as a proxy on this resolution by members of the KMP or their closely related parties in the circumstances set out in the Voting exclusion for Resolution 8.

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,

Andrew Metcalfe

Company Secretary 11 November 2011

7

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 2011 Annual Report which is available on the Company’s website: www.arfuels.com.au. The Board is presenting the Remuneration Report (which forms part of the Directors’ Report) to Shareholders for adoption, as required by the Corporations Act 2001. The Remuneration Report sets out details of the Company’s remuneration policies and practices, as well as the remuneration of the directors and specified executives, if any. The resolution is advisory only and does not bind the Company or its directors.

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2011 Annual General Meeting, and then again at the 2012 Annual General Meeting, the Company will be required to put a resolution to the 2012 Annual General Meeting, to approve calling a general meeting ( spill resolution ). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene a general meeting ( spill meeting ) within 90 days of the 2012 Annual General Meeting. All of the Directors who were in office when the 2012 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the spill meeting.

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the directors and other restricted voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

Shareholders should note that the Chair will vote all available proxies in favour of Resolution 1. The Chair of the meeting will not be able to cast your vote in relation to the (Remuneration Report) if you do not direct your proxy by marking the relevant box for Resolution 1 or by marking the Chair’s box on the proxy form.

Shareholders will also be provided with a reasonable opportunity to ask questions about or make comments on the Remuneration Report which forms part of the 2011 Annual Report.

All directors recommend that Resolution 1 be approved by Shareholders.

RESOLUTION 2 – Re-election of Mr Phil Garling as a Director of the Company

Rule 13.5 of the Company’s Constitution provides that a director appointed to fill a casual vacancy or as an addition to the existing Directors, holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Phil Garling was appointed a non-executive director on 5 May 2011. Mr Garling will become non-executive Chairman immediately following the annual general meeting.

8

Mr Garling was appointed as non-executive director on 5 May 2011. Phil has 25 years experience in Infrastructure Construction, Development, Operations and Investment Management, including Chief Executive Officer of Tenix Infrastructure. Prior to that he was a long term Senior Executive at Lend Lease Corporation culminating in his role as Chief Executive of Lend LeaseCapital Services, the Development Capital, Infrastructure Development and Project Finance arm of Lend Lease Corporation. Phil is a former member of the Federal Government Environment Industry Action Agenda, and a former Councilor of Environment Business Australia. Phil has a Bachelor of Building from the University of NSW. He also completed an Advanced Management Program at the Australian Institute of Management and an Advanced Diploma from the Australian Institute of Company Directors and is a fellow of the AICD. Phil was the foundation Chair and remains a Director of the ASX listed DUET Group.

Therefore, pursuant to Rule 13.5 of the Company’s Constitution, Mr Phil Garling being eligible to be re-elected, offers himself for re-election as a Director of the Company.

RESOLUTION 3 – Re-election of Mr Michael Costello as a Director of the Company

Rule 13.5 of the Company’s Constitution provides that a director appointed to fill a casual vacancy or as an addition to the existing Directors, holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Michael Costello was appointed a non-executive director on 5 May 2011.

Before his appointment to ActewAGL in 2008, Michael was Managing Director, ACTEW Corporation, a member of the ACTEW Board and a member of the ActewAGL Joint Venture Partnerships Board from 2003. Michael is a member of the Advisory Council of the Australian National University’s Crawford School of Economics and Government. Michael was previously Deputy-Managing Director of the Australian Stock Exchange. He was Chief of Staff to the Hon Kim Beazley AC, the former Labour Opposition Leader and to the Hon Bill Hayden AC when he was the Minister for Foreign Affairs. Michael has been the Secretary of the Department of Foreign Affairs and Trade and the Department of Industrial Relations. He has held a number of diplomatic posts including Ambassador to the United Nations. Michael holds degrees in arts and law. He is a Fellow of the Australian Institute of Company Directors. He received an Order of Australia (AO) in 1996 for international relations.

Therefore, pursuant to Rule 13.5 of the Company’s Constitution, Mr Michael Costello being eligible to be re-elected, offers himself for re-election as a Director of the Company.

RESOLUTION 4 – Re-election of Mr Andrew White as a Director of the Company

Rule 13.5 of the Company’s Constitution provides that a director appointed to fill a casual vacancy or as an addition to the existing Directors, holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Andrew White was appointed Managing Director on 1 August 2011.

Andrew was most recently a Director and Chief Operating Officer of Infrastructure Capital Group Limited, an investment management business with over $1 billion of equity funds under management and invested in infrastructure across Australia.

He led Biodiesel Producers Limited (BPL), an unlisted public company that manufactures biodiesel from tallow and waste cooking oil as the Managing Director. With contracts established with Shell, Finemores, Border Express, Greenfreight and other large users of fuels, BPL’s acquisition has ensured that ARFuels geographic reach extends into the eastcoast of Australia.

Andrew has sat on the Board and Management Committees for various large energy projects including Neerabup Power Station (330mW), Kwinana Power Station (320mW) and the Esperance Energy Project (336km Kambalda to Esperance Gas Pipeline and energy station).

With a chartered accounting background, Mr White also worked for 8 years with Arthur Andersen and 9 years in senior executive roles including Finance Director and Strategic Planning Director with Mars Inc in Australia and New Zealand.

Therefore, pursuant to Rule 13.5 of the Company’s Constitution, Mr Andrew White being eligible to be re-elected, offers himself for re-election as a Director of the Company.

9

RESOLUTION 5 – Re-election of Mr Tom Engelsman 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.

Mr Tom Engelsman is currently non-executive Chairman and will become a non-executive director of the Company immediately following the annual general meeting, when Mr Phil Garling will become non-executive Chairman.

Mr Engelsman was formerly Managing Director of the Group from 2 April 2009 until 1 August 2011. He is a Bachelor of Aeronautical Engineering RMIT and an MBA from Sloan School Management MIT Boston (Sloan Fellow). He has over 30 years experience in global industry in particular within the oil and gas industry, power, pulp and paper industry and the renewable energy industry. He has been the CEO of several listed companies.

Therefore, pursuant to Rule 13.2 of the Company’s Constitution, Mr Tom Engelsman retires by rotation and being eligible, offers himself for re-election as a Director of the Company.

RESOLUTION 6 – Approve a prior issue of Shares

On 29 July 2011, the Company announced that it had entered into an agreement with InvestorFirst Securities Limited (“ InvestorFirst ”) under which InvestorFirst subscribed for 13,000,000 fully paid ordinary shares in the Company at a price of 2 cents per share. The funds received under the agreement were equal to the shortfall in the funding that the Company would have received had all of the options which expired on 13 July 2011 been exercised

Listing Rule 7.1 prohibits a company from issuing securities which represent more than 15% of its ordinary shares in a 12 month period without Shareholder approval, except in certain circumstances, none of which applied to the recent issue.

However, 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 6 to ratify the issue of 13,000,000 ordinary, fully paid shares to InvestorFirst to restore the Company’s ability to place up to 15% of its ordinary shares without Shareholder approval.

The shares issued were fully paid ordinary shares ranking equally with all other ordinary shares in the Company.

RESOLUTION 7 – Approve the issue of Shares and Options to GBTI

On 19 October 2010, the Company announced to the market that it had executed an agreement with GlobalBiofuels Trading Inc ( GBTI ) for the supply of an amount of feedstock that will enable the Company to produce a minimum amount of 30 million litres of biodiesel annually (Original Agreement).

Since 19 October 2010 the circumstances and details relating to the Original Agreement have changed and the parties have entered into a Funding and Cooperation Agreement and an Operations Agreement which contain similar terms to the Original Agreement (Consolidated Agreements).

The Consolidated Agreements are conditional on GBTI providing AUD $2 million to fund modifications to the Company’s plant located in Picton, Western Australia ( Plant ). The majority of this funding has now been received in accordance with the Consolidated Agreements and the Company regards the conditions precedent to the Consolidated Agreements as effectively satisfied.

10

In summary, the Consolidated Agreements provide for:

• (a) GBTI providing AUD $2 million to fund the modifications of the Plant to process non-food grade vegetable oil feedstock supplied by GBTI under the Consolidated Agreements;

• (b) The secure supply by GBTI to ARW of non-food grade vegetable oil feedstock required to produce at least 30 million litres of biodiesel annually under a minimum five year “take or pay” arrangement;

• (c) An option for the Company to order such further amount of feedstock from GBTI as is necessary to produce up to 150 million litres of biodiesel annually;

• (d) In consideration for GBTI providing the AUD $2 million, the Company will issue to GBTI or its nominee:

• i) 200,000,000 ordinary shares at an issue price of $0.01 cent per share (GBTI Shares); and

• ii) 200,000,000 options exercisable at $0.01 cent per share (GBTI Options);

• (e) The GBTI Shares and GBTI Options will be issued on the earlier of the following events occurring, i) the Company expending the AUD $2 million on the modifications of the Plant, or ii) the completion of the modifications to the Plant; and

• (f) Subsequent to the issue of the GBTI Shares, GBTI shall have the right to nominate one director to the Board of the Company.

Listing Rule 7.1 prohibits a company from issuing securities which represent more than 15% of its ordinary shares in a 12 month period without Shareholder approval, except in certain circumstances, none of which apply to the issue of the GBTI Shares and GBTI Options.

As at the date of this notice the GBTI Shares would represent 10.04% of the Company’s ordinary shares on issue. On a fully diluted basis the GBTI Shares and GBTI Options would represent 14.85% of the Company’s issued share capital.

To preserve the Company’s ability to place up to 15% of its ordinary shares without Shareholder approval under Listing Rule 7.1 the Company seeks Shareholder approval to issue the GBTI Shares and GBTI Options pursuant to the Consolidated Agreements.

It is in the terms of the Consolidated Agreements that on no account may GBTI’s interest in the Company exceed 19.9% of the shares then on issue in the Company as a result of the issue of the GBTI Shares or the exercise of the GBTI Options.

The consideration received in connection with the issue of the GBTI Shares will be the full payment of the $2 million to the Company. The Company will not issue the GBTI Shares, or the GBTI Options, until it receives full payment of the $2 million and expends that amount on the modifications of the Plant which are required to enable the plant to process the non-food grade vegetable oil feedstock to be supplied by GBTI.

Listing Rule 7.3.2 requires the date by which the Company will issue securities to be no later than 3 months after the date of this Meeting. Subject to the Company receiving full payment of the $2 million and expending that amount on the modifications to the Plant, the Company will issue the GBTI Shares and the GBTI Options within this time. In the event that those two pre-conditions are not satisfied within 3 months of the date of this meeting, then the Company will need to seek shareholder approval to the issue of the GBTI Shares and the GBTI Options at a later date.

11

The shares issued will be fully paid ordinary shares ranking equally with all other ordinary shares in the Company.

No further funds will be received on the issue of the GBTI Options but if all the GBTI Options are exercised then the Company will receive a further $2 million.

The GBTI Options will be issued on the following terms:

1. Each option will entitle the holder to acquire one (1) fully paid ordinary share in the capital of the Company.

2. The options are exercisable at a price of $0.01 each.

3. The options will be issued on the same date that the GBTI Shares are issued pursuant to the Consolidated Agreements (Issue Date). The Company has obtained a waiver from ASX to permit the GBTI Options to be issued more than three months after the date of meeting.

4. The options are exercisable at any time within 12 months from the Issue Date (Expiry Date), after which time they will expire.

5. An option may be exercised by the holder giving notice in writing to the Company, together with the exercise price paid by cheque or in such other manner as the Company determines to accept.

6. The options will be issued for no monetary consideration. However, the Company has agreed to issue the options in connection with the Consolidated Agreements.

7. In the event of (a) a reorganisation of the capital of the Company, (b) a takeover of the Company, or (c) the sale by the Company of its main undertaking, then all options shall be exercisable on or before the date that the reorganisation, takeover or sale is completed or as the case requires.

8. All Shares issued upon exercise of the options will rank pari passu in all respects with the Company’s then issued Shares. The options will be unlisted. No quotation will be sought from ASX for the Options.

9. The options are not transferable.

10. In the event of a reorganisation of the capital of the Company, the rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

11. The options will not entitle the holder to participate in any new issues by the Company without the exercise of the options.

RESOLUTION 8 – Approve the issue of up to 15,000,000 Options under the Employee Share Option Plan

Listing Rule 7.1 prohibits an entity from issuing more than 15% of its capital in any 12 month period without obtaining security holder approval (unless an exception applies).

Listing Rule 7.2, Exception 9, provides that security holder approval is not required for an issue under an incentive scheme if, within 3 years before the date of the issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to Listing Rule 7.1.

The effect of Resolution 8 is to enable the Company to exclude securities issued under the Employee Share Option Plan (Incentive Scheme) from the calculation of the Company’s 15% limit for the purposes of Listing Rule 7.1. This will afford the Company greater flexibility when seeking further capital.

12

The Company seeks to attract and retain high calibre executives into key leadership positions and to align its executive reward with the delivery of strategic objectives and the creation of value for security holders.

The remuneration framework provides a mix of fixed and variable remuneration components. The executive pay and reward framework consists of the following three components:

• Total Fixed Remuneration, including superannuation and benefits;

• Short term performance incentives, delivered through performance-based cash bonuses; and

• Long term incentives, delivered through participation in the Incentive Scheme. Participation in long term incentive plans is only offered to those executives who have the capacity to influence the overall performance of the Group.

The Employee Share Option Plan is established to provide long-term incentives to senior managers and executives. The Plan is in existence to entice senior executives and managers to remain with the Group.

The Plan is open to eligible senior executives and managers of the Company and its controlled entities, as determined by the Board.

The key terms of the Employee Incentive Plan are:

• (a) A new offer of shares under option aggregated with the number of shares which would be issued under any offer to receive options or each option were each such option exercised and the number of shares that have been issued under the plan during the previous 5 years to employees or directors in accordance with the plan does not exceed 5% of the total number of issued shares as at the time of the offer is made under the plan.

• (b) An offer may be made to an Eligible Person, being a person who is then a Director or an employee (whether full time or part time) of the Company or of an associated body corporate of the Company.

• (c) The Board, having regard to certain factors such as seniority of the Eligible Person, the length of service, the record of employment, the potential contribution of the Eligible Person and any other matters which the Board considers relevant, may make an offer to an Eligible Person for participation in the Plan and may make any number of offers to each Eligible Person at the Board discretion.

• (d) The Offer to an Eligible Person will include number of Options offered, the method of calculating the exercise price, the period in which the offer can be accepted and the period, or periods in which the Option can be exercised and the Expiry date.

• (e) There is no consideration payable by an Eligible Person for the grant of an Option.

• (f) The Options are not transferrable (except where the Eligible Person dies).

• (g) Subject to the rules of the Plan and the terms of the Option, the Options may be exercised at any time commencing on the issue date and ending on the expiry date.

• (h) In addition the Options may be exercised in the following circumstances: During a bid period; at any time after a Change of Control event; or an application under section 411 of the Corporations Act, if a court orders a meeting to be held.

• (i) All shares allotted on exercise of an option will be fully paid and rank parri parsu in all respects with shares previously issued.

• (j) If an Option is not exercised it will lapse on the Expiry Date.

• (k) If an Option is granted subject to an Exercise Condition and prior to the Exercise Condition being satisfied an Eligible Person ceases to be an Eligible Person then the Option will automatically lapse. Where they ceased to be an Eligible Person due to retirement, total and permanent disability, redundancy or death then they (or their nominee) will be able to exercise the option for up to 3 months or such later time as the board may determine in their discretion.

13

• (l) If an Eligible Person ceases to be an Eligible Person after an option is exercisable they may exercise their option for up to 1 month after the cease to be an Eligible Person or such longer time as the board may determine. If an Eligible Person ceases to be an eligible person due to retirement, total and permanent disability, redundancy or death then they may exercise their options up to the Exercise Date.

• (m) There is no participation rights included in the Employee Share Option Plan.

• (n) The Board, subject to the Listing Rules, may alter, delete or add to the rules of the Plan at any time. If these changes adversely affect the rights of participants to the plan then the board must obtain consent from holders of 75% of the then issued options.

Since the last date of approval of the Employee Share Option Plan (on 28 June 2011) there have been no Options allotted to Eligible Persons.

The securities will be issued within three years from the date of the meeting.

Note that a voting exclusion applies to Resolution 8 on the terms set out in the Notice of Meeting. In particular, the directors and other restricted voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise the proxy at his discretion. The Chair will use any such proxies to vote in favour of the Resolution.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

Shareholders should note that the Chair will vote all available proxies in favour of Resolution 8.

Note: The Chair of the meeting will not be able to cast your vote in relation to Resolution 8 if you do not direct your proxy by marking the relevant box for Resolution 8 or by marking the Chair’s box on the proxy form.

RESOLUTION 9 – Approve the issue of Options to the Managing Director under the terms of his Executive Services Agreement

Under the employment contract entered into on 1 August 2011, which took effect as from 1 July 2011, Mr. Andrew White is to receive an initial base salary being a market competitive base salary that has been supported by a recommendation from the Remuneration Committee of the Board in July 2011.

Mr White is also entitled to be granted 45 million options over a 3 year period commencing 1 July 2011.

The options will vest in three tranches of 15 million each and vest annually on 1 July 2012, 1 July 2013 and 1 July 2014.

Each option is convertible into one ordinary share, subject to vesting and exercise rules, within three (3) years of the grant date, at the specified exercise price of $0.03.

On a fully diluted basis including conversion of all the options on issue, the percentage interest of Mr White in the Company will increase if the options are issued, as follows

	Current	After issue of Shares
Andrew White	Nil shares 9,150,000 options Total diluted holding-0.40%	Nil shares 54,150,000 options Total diluted holding-1.91%

Pursuant to Listing Rule 10.13.3, the options will be issued no later than one month following the date approval is received from Shareholders and in accordance with the Executive Services Agreement.

For this resolution, the Company will disregard certain votes as explained above in relation to Resolution 8.

14

RESOLUTION 10 – Approve an issue of shares to Tom Engelsman - director

The Company proposes to issue performance shares to Mr Tom Engelsman, in accordance with section 208 of the Corporations Act and Listing Rule 10.11, pursuant to his employment agreement dated 1 September 2009, as amended 26 June 2011, as part of his total remuneration package which includes short term and long term variable incentives. The issue of performance shares relates to the financial years ending 30 June 2010 and 30 June 2011. In accordance with the recommendation of the Remuneration Committee and a resolution of the ARW Board on 21 June 2011, Mr Engelsman achieved Key Performance Indicators (KPI’s) in his employment agreement relating to business results, strategic initiatives and corporate development and was thereby eligible to payment of performance incentives for the two years. In order to preserve cash in the business, the Board resolved to issue performance shares to Mr Engelsman as follows:

30 June 2010: 3,333,333 shares to be issued within 2 days following Shareholder approval.

30 June 2011: 5,000,000 shares to be issued on completion of the Biodiesel Producers Limited deal (expected to be in the December quarter of 2011).

The proposed issue of performance shares are pursuant to Mr Engelsman’s signed employment agreement, subject to Shareholder approval.

The Corporations Act prohibits a public company from giving a financial benefit to its directors without Shareholder approval, unless the giving of the financial benefit falls under one of the exceptions specified in the Act. Financial benefit is defined to include the issue of securities. As none of the exceptions in the Act apply in this case, Shareholder approval is required to the grant of the Shares.

The Listing Rules also prohibit the issue of securities to directors without Shareholder approval (except in certain circumstances, again none of which apply here). In addition, if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

The following information is given to Shareholders as required by the Corporations Act and the Listing Rules:

• (a) The related party to whom financial benefits will be given if the resolution is approved is Tom Engelsman.

• (b) The financial benefit to be given in the issue of 3,333,333 shares for the financial year ending 30 June 2010 was determined on the basis of the Volume Weighted Average Share Price (VWAP) of the Company’s shares of 1.5c for November 2010 (following the 2010 audited accounts and REM review) and deemed to be an issue value of $50,000.

• (c) The financial benefit to be given in the issue of 5,000,000 shares for the financial year ending 30 June 2011 was determined on the basis of the Volume Weighted Average Share Price (VWAP) of the Company’s shares of 1.6c for September 2011 (following the 2011 audited accounts and REM review) and deemed to be an issue value of $80,000.

• (d) From an economic and commercial point of view, the true potential cost and detriment to the Company of, or resulting from, the grant of the shares are;

• (i) no funds will be raised from the issue of the shares.

• (ii) the issue of the shares will dilute the holdings of existing Shareholders by 0.24% (assuming no other change in the capital of the Company).

• (iii) if at the time shares are issued, the ordinary shares of the Company are trading on ASX at a price higher than the deemed issue price, there may be a perceived cost to the Company;

15

• (iv) In the 12 months before the date of this Notice, the highest, lowest and last trading price of the Company’s ordinary shares on ASX was:

• Highest: $0.029 cents;

• Lowest: $0.011 cents; and

• Last: $0.019 cents.

• (v) the issue of shares will form part of Mr Engelsman’s remuneration as in the Boards’ opinion the financial, legal and other responsibilities assumed by directors of public companies provide a risk that monetary fees alone do not adequately reward and do not provide adequate incentive to enable the Company to attract and keep board members and executive directors of the requisite level of experience and qualifications.

In determining the number of shares to be granted, consideration was given to the relevant experience and role of Mr Engelsman, his overall remuneration terms, the current market price of shares and recent pricing of the Company’s rights issue. The base fixed annual remuneration of Mr Engelsman is $250,000 plus superannuation and variable performance incentives.

• (vi) on a fully diluted basis including conversion of all the options on issue, the percentage interest of Mr Engelsman in the Company will increase if the shares are issued, as follows:

	Current	After issue of Shares
Tom Engelsman	Nil shares 30,000,000 options Total diluted holding-1.31%	8,333,333 shares; and 30,000,000 options Total diluted holding-1.35%

The shares will be issued within one month from the date of the meeting.

The directors other than Mr Engelsman recommend shareholders vote in favour of Resolution 10, as they are of the view that Mr Engelsman has satisfied the criteria under the terms of his employment to be awarded the performance shares.

Mr Engelsman has a material personal interest in the outcome of the resolution, and feels it would therefore not be appropriate for him to make a recommendation.

RESOLUTIONS 11, 12 and 13 – Approve an issue of Options to Directors

The Company proposes to grant options to Directors Mr Philip Garling, Mr Julien Playoust and Mr Michael Costello, in accordance with section 208 of the Corporations Act and Listing Rule 10.11, as compensation for those Directors agreeing to forgo approximately $15,000 per annum of their Director’s fees, which they would otherwise be entitled to receive in cash as remuneration.

The Corporations Act prohibits a public company from giving a financial benefit to its directors without Shareholder approval, unless the giving of the financial benefit falls under one of the exceptions specified in the Act. Financial benefit is defined to include the granting of options. Although it may be argued that the reasonable remuneration exception in the Act to the need for Shareholder approval applies in this case, it is considered prudent to obtain Shareholder approval to the grant of the options under the Act as well as under the Listing Rules.

The Listing Rules also prohibit the issue of securities to directors without Shareholder approval (except in certain circumstances, again one of which may apply here). In addition, if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

16

The following information is given to Shareholders as required by the Corporations Act and the Listing Rules:

• (a) The related parties to whom financial benefits will be given if the resolutions are approved are Philip Garling, Julien Playoust and Michael Costello (Directors).

• (b) The financial benefit to be given is the grant of 30,000,000 options to each of these parties. There is no issue price for the options.

• (c) From an economic and commercial point of view, the true potential costs and detriments of or resulting from, the grant of the options are;

• (vii) no funds will be raised from the issue of the options. However, if all the options vest and are exercised, the Company will receive $2,700,000.

• (viii) if the options are granted and fully vest, and all are subsequently exercised, the Company will issue an additional 90,000,000 shares in total for all 3 parties, which will dilute the holdings of existing Shareholders by 4.78% (assuming no other change in the capital of the Company).

• (ix) if at the time options are exercised the ordinary shares of the Company are trading on ASX at a price higher than the exercise price, there may be a perceived cost to the Company;

• (x) In the 12 months before the date of this Notice, the highest, lowest and last trading price of the Company’s ordinary shares on ASX was:

  • Highest: $0.029 cents;

  • Lowest: $0.011 cents; and

  • Last: $0.019 cents.

• (xi) the grant of the options will form part of the Directors’ remuneration as in the Board’s opinion the financial, legal and other responsibilities assumed by directors of public companies provide a risk that monetary fees alone do not adequately reward and do not provide adequate incentive to enable the Company to attract and keep board members and executive directors of the requisite level of experience and qualifications.

In determining the number of Options to be granted consideration was given to the relevant experience and role of Messrs Garling, Costello and Playoust, their overall remuneration terms, the current market price of Shares and recent pricing of the Company’s rights issue. As at the date of this Notice of Meeting, the annual remuneration of Messrs Garling, Costello and Playoust is $40,000 each.

• (xii) The estimated fair value at grant date is based on historical data and is not necessarily indicative of exercise patterns that may occur. The estimated fair value at grant date of the option is measured using the Black-Scholes Option Pricing Model taking into account the terms and conditions upon which the options were granted. The services received and the estimated liability to pay for those services are recognized over the expected vesting period and is estimated at $1,018,399 as at 31 October 2011 for each of Messrs Garling, Costello and Playoust. Management prepared this valuation and used the following information in determining the estimated fair value:

• (a) the options have a 36 month life from their expected date of issue and are exercisable at 3 cents each;

• (b) the share price of $0.02 cents per share as at 31 October 2011;

• (c) a common volatility factor of 102%;

17

• (d) A three year risk free interest rate of 3.65%;

• (xiii) Terms of the Options:

• a. Each Option entitles the holder to one (1) fully paid ordinary share in the capital of the Company.

• b. The Options are exercisable before 5.00pm (AEDT) on 30 November 2014 (Expiry Date).

• c. The Options are exercisable at a price of $0.03 each.

• d. The Options will become exercisable for each party as to:

  • i. 10,000,000 (being 33.33%) on 1 July 2012

ii. 10,000,000 (being 33.33%) on 1 July 2013

iii. 10,000,000 (being 33.33%) on 1 July 2014

• e. In the event of (a) a takeover of the Company; or (b) the sale by the Company of its main undertaking; then all Options shall be exercisable on the date that the takeover, merger or sale is completed.

• f. If the directorship of Messrs Garling, Costello or Playoust is terminated by the Company for cause, then any options granted to that individual which cannot then be exercised shall immediately lapse.

• g. All shares issued upon exercise of the Options will rank pari parsu in all respects with the Company’s then issued shares. The Options will be unlisted. No quotation will be sought from ASX for the Options.

• h. The Options are not transferable

• i. There will be no participation rights inherent in the Options to participate in the new issues of capital by the Company offered to Shareholders during the currency of the Options.

• j. In the event of a reorganisation of the capital of the Company, the rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

18

• (xiv) on a fully diluted basis including conversion of all the options on issue, the percentage interest of each of Messrs Garling, Costello and Playoust in the Company will change if the options are granted as follows:

	Current	After issue of Options
Philip Garling	1,363,000 shares Nil options Total diluted holding - 0.06%	1,363,000 shares 30,000,000 options Total diluted holding - 1.11%
Michael Costello	Nil shares or options Total diluted holding - 0%	Nil shares 30,000,000 options Total diluted holding - 1.06%
Julien Playoust	223,545,809 shares 111,418,323 options Total diluted holding-14.61%	223,545,809 shares 141,418,323 options Total diluted holding-12.87%

The options will be issued within one month from the date of the meeting.

Messrs White and Engelsman recommend shareholders vote in favour of Resolutions 11, 12 and 13, as Messrs Garling, Costello and Playoust have agreed to forego payment of part of their directors’ fees in cash, and to accept options in lieu, as an indication of their faith in the future of the Company.

As each of Messrs Garling, Costello and Playoust has a material personal interest in the outcome of the resolutions, each feels it would not be appropriate to make a recommendation.

RESOLUTIONS 14 and 15 – Approve a change of terms to Options

On 30 November 2009, Shareholders approved the issue of Options to the following persons, both of whom were directors of the Company at that time.

The terms of the options are as follows:

**Director **	No. of options	Exercise Price	Expiry Date
Mr Tom Engelsman	30,000,000	$0.02	30 September 2014
Mr Julien Playoust	5,000,000	$0.02	30 September 2014

The terms of the Options included an expiry date for the Options of 4 months after resignation by a director, if the Options had not been exercised by the Director.

The Board is seeking a change of terms to the expiry date in line with the terms of the Options issued under Resolutions 11, 12 and 13 above such that the Options have no expiry date in the event of the resignation of a director, and continue their full term.

In order to remove the requirement for a retiring director to exercise the options within 4 months of retirement, the Company has sought a waiver from the Australian Securities Exchange in respect of Listing Rule 6.23.3 to amend the terms of the Options.

The Australian Securities Exchange has granted a waiver to Listing 6.23.3 to enable the Company to seek approval to the change in the terms of the Options.

19

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, Deloitte Touche Tohmatsu (“Deloitte”), 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 Deloitte if the question is relevant to the content of Deloitte’s audit report or the conduct of its audit of the Company’s financial report for the year ended 30 June 2011.

Relevant written questions to Deloitte must be no later than 7:00pm AEDT on 13 December 2011. A list of those questions will be made available to Shareholders attending the meeting. Deloitte 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 Deloitte to:

By facsimile -[+] 61 3 9981 0020;

Post to - Australian Renewable Fuels Limited - Level 5, 409 St Kilda Road, Melbourne VIC 3004

by no later than 7:00pm AEDT on 13 December 2011.

Glossary

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

" Company " means Australian Renewable Fuels Limited ABN 66 096 782 188;

" Corporations Act " means Corporations Act 2001 (Cth);

• " Director " means a Director of the Company;

" Listing Rules " means the Listing Rules of the ASX;

" Notice " means the Notice of General Meeting accompanying this Explanatory Memorandum;

" Resolution " means a resolution contained in the Notice;

" Shareholders " mean holders of Shares;

" Shares " means fully paid ordinary shares in the Company; and

• " AEDT " means Australian Eastern Daylight Time.

20

VOTING ENTITLEMENTS

For the purpose of determining a person’s entitlement to vote at the Meeting, a person will be recognised as a Shareholder if that person is registered as a holder of Shares at 7pm (Melbourne time) on 13 December 2011 .

Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of the Shareholder’s voting rights. If the appointment does not specify the proportion or number of votes, each proxy may exercise half of the votes (in which case any fraction of votes will be disregarded).

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) must be completed and returned to the Company no later than 11.00am (Melbourne time) on 13 December 2011 by:

• lodging it with Computershare Investor Services Pty Limited (452 Johnston Street, Abbotsford, VIC 3067) or the Company at its registered office (Level 5, 409 St Kilda Road, Melbourne Victoria, 3004);

• posting it in the reply paid envelope to Computershare Investor Services Pty Limited (GPO Box 242, Melbourne, VIC 3001); or

• faxing it to Computershare Investor Services Pty Limited (facsimile 2500 783 447 within Australia and +61 3 9473 2555 outside Australia).

• relevant custodians may lodge their proxy forms online by visiting www.intermediaryonline.com

Any Proxy Form received after that time will not be valid for the scheduled meeting.

The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation. The proxy may, but need not, be a Shareholder of the Company. A proxy form is attached to this Notice of Meeting.

Statement regarding undirected proxies

As disclosed on the proxy form it is the intention of the Chairman of the Meeting to vote any undirected proxies in favour of all resolutions. Pursuant to the Listing Rules the proxy form is required to contain certain disclosures regarding the voting intentions of the Chairman regarding undirected proxies. Shareholders are advised to read the proxy form carefully.

Corporate representatives

Any corporation which is a Shareholder of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chairman of the Meeting) a natural person to act as its representative at the Meeting.

Voting entitlement

On a poll, Shareholders have one vote for every fully paid ordinary share held.

21

Australian Renewable Fuels Limited ABN 66 096 782 188

Lodge your vote:

• By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 ARW MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 11.00am (AEDT) Tuesday, 13 December 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

 www.investorcentre.com

View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

==> picture [157 x 38] intentionally omitted <==

----- Start of picture text -----

I9999999999
----- End of picture text -----

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

==> picture [21 x 21] intentionally omitted <==

Proxy Form

to indicate your directions

Please mark

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Australian Renewable Fuels Limited hereby appoint

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

==> picture [18 x 19] intentionally omitted <==

the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Australian Renewable Fuels Limited to be held at the offices of Gadens Lawyers at Level 25, Bourke Place, 600 Bourke Street, Melbourne on Thursday, 15 December 2011 at 11.00am AEDT and at any adjournment of that meeting.

Important for Items 1 and 8 to 15 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Items 1 and 8 to 15 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Items 1 and 8 to 15, the Chairman of the Meeting will not cast your votes on Items 1 and 8 to 15 and your votes will not be counted in computing the required majority if a poll is called on these items. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Items 1 and 8 to 15).

The Chairman of the Meeting intends to vote all available proxies in favour of Items 1 and 8 to 15 of business.

==> picture [19 x 18] intentionally omitted <==

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Items 1 and 8 to 15 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Items 1 and 8 to 15 are connected directly or indirectly with the remuneration of a member of key management personnel for Australian Renewable Fuels Limited (whether or not details of their remuneration are included in the Remuneration Report and/or even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

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

 Items of Business

ORDINARY BUSINESS

For Against Abstain

For Against Abstain

Adoption of Remuneration Report Item 1	Approval to issue shares to Mr Tom Engelsman - Director Issue of Options to Mr Philip Garling - Director Issue of Options to Mr Michael Costello - Director Issue of Options to Mr Julien Playoust - Director Approve a change of terms to Options - Mr Tom Engelsman Approve a change of terms to Options - Mr Julien Playoust To approve the issue of Securities to the Managing Director under the terms of his Executive Services Agreement Item 10 Item 11 Item 12 Item 13 Item 14 Item 15 Item 9	To approve the issue of Securities to the Managing Director under the terms of his Executive Services Item 9
Re-Election of Mr Philip Garling as a Director of the Company Item 2
		Approval to issue shares to Mr Tom Engelsman - Director Agreement Item 10
Re-Election of Mr Michael Costello as a Director of the Company Item 3
		Issue of Options to Mr Philip Garling - Director Item 11
Re-Election of Mr Andrew White as a Director of the Company Item 4
		Issue of Options to Mr Michael Costello - Director Item 12
Re-Election of Mr Tom Engelsman as a Director of the Company Item 5
		Issue of Options to Mr Julien Playoust - Director Item 13
Prior issue of Shares Item 6
		Approve a change of terms to Options - Mr Tom Engelsman Item 14
Approval of the Issue of Shares and Options to GBTI Item 7
		Approve a change of terms to Options - Mr Julien Playoust Item 15
Approval of the Issue of up to 15,000,000 Options under the Employee Share Option Plan Item 8

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN Signature of Securityholder(s) This section must be completed.

==> picture [504 x 77] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
----- End of picture text -----

1 3 9 4 7 7 A

A RW