THORNEY TECHNOLOGIES LTD — Proxy Solicitation & Information Statement 2007

Mar 18, 2007

AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188

NOTICE OF GENERAL MEETING

PROXY FORM

and

EXPLANATORY MEMORANDUM

DATE OF MEETING Friday 20 April 2007

TIME OF MEETING 10.00am WST

PLACE OF MEETING

Perth Convention Centre 21 Mounts Bay Road Perth, Western Australia

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.

AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188

NOTICE OF GENERAL MEETING

Notice is hereby given of a General Meeting of Australian Renewable Fuels Limited ("the Company") to be held at the Perth Convention Centre, 21 Mounts Bay Road, Perth, Western Australia on 20 April 2007 at 10am WST for the purpose of transacting the following business.

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

Please note terms used in the Resolutions contained in the Notice of Meeting have the same meaning as set out in the glossary of the Explanatory Memorandum accompanying this Notice.

AGENDA

BUSINESS:

Resolution 1 - Issue of Shares and Options to Mr Darryl Butcher

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, the Shareholders approve and authorise the Directors to allot and issue to Mr Darryl Butcher, or his nominee, 5,714,286 Shares at an issue price of 35 cents each and 5,714,286 free attaching Options, in full and final satisfaction of the repayment of an amount of \$2,000,000 payable by the Company to Mr Darryl Butcher, on the terms and conditions as more particularly described in the Explanatory Memorandum accompanying this Notice of Meeting."

The Company will disregard any votes cast on this Resolution 1 by Mr Darryl Butcher or any associate of Mr Darryl Butcher. 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 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 2 - Ratification and Approval of Placement of Shares and Options

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with:

(a) Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of up to 9,000,000 Shares at an issue price of 35 cents each; and

(b) Listing Rule 7.1 and for all other purposes, the Company approves the allotment and issue of up to 9,000,000 free attaching Options,

on the terms and conditions as more particularly described in the Explanatory Memorandum accompanying this Notice of Meeting."

The Company will disregard any votes cast on this Resolution 2 by persons who participated in the issue, or any associates of those persons. However, the Company will 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 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.

By order of the Board

Angel Maria Company

Max L Ger Finance Director/Company Secretary

16 March 2007

PROXIES

• Votes at the General Meeting may be given personally or by proxy, attorney or representative.
• A Shareholder entitled to attend and vote at the above meeting may appoint not more $\bullet$ than two proxies to attend and vote at this meeting. Where more than one proxy is appointed, each proxy must 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. $\bullet$
• The instrument appointing the proxy must be in writing, executed by the appoint or $\bullet$ his attorney duly authorised in writing or, if such appoint is a corporation, either under seal or under hand of an officer of his attorney duly authorised.
• The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the Registered Office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders, a Proxy Form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of section $1074E(2)$ of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company determines that members holding ordinary shares at 5.00 pm WST on 18 April 2007 will be entitled to attend and vote at the General Meeting.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for Shareholders in connection with the business to be conducted at a General Meeting of Australian Renewable Fuels Limited ("Company") to be held at the Perth Convention Centre, 21 Mounts Bay Road, Perth, Western Australia on 20 April 2007 at 10am WST.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of General Meeting.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the Resolutions.

Resolution 1 - Issue of Shares and Options to Mr Darryl Butcher

Background

On 12 March 2007, the Company announced that it would make a non-renounceable rights issue of 33,300,000 Shares to raise \$11,655,000 on the basis of 1 Share for every 4 Shares held on the record date at an issue price of 35 cents each, together with 33,300,000 free attaching Options, each to acquire one Share at 60 cents each on or before 24 April 2009. The Rights Issue is fully underwritten.

Further, the Company announced that in conjunction with the Rights Issue, it would be seek Shareholder approval to issue 5,714,286 Shares and 5,714,286 free attaching Options in aggregate to Mr Darryl Butcher in lieu of the repayment of an amount of \$2,000,000 payable to Mr Darryl Butcher as deferred consideration for the acquisition of shares in Shelly Nominees Pty Ltd pursuant to a Share Sale Agreement dated 19 January 2005 (as varied by deeds dated 3 and 9 March 2005 and 7 March 2007).

Deferred Consideration

Pursuant to a Share Sale Agreement dated 10 January 2005 (as varied by deeds of variation dated 3 and 9 March 2005 and 7 March 2007) between Mr Darryl Butcher (as the vendor) and the Company (as the purchaser) ("Share Sale Agreement"), Mr Darryl Butcher sold all of his shareholding in Shelly Nominees Pty Ltd for:

• 12,600,000 Shares; and $(a)$
• (b) $$3,000,000$ payable as to:
• \$1,000,000 on first quotation of Shares on ASX; $(i)$
• \$1,000,000 within 30 business days of the sale and delivery of 1,000 tonnes of $(ii)$ biodiesel from the Adelaide plant; and

(iii) \$1,000,000 within 30 business days of the sale and delivery of 1,000 tonnes of biodiesel from the Picton plant,

(the amounts referred to in paragraphs $(b)(ii)$ and $(b)(iii)$ being the "Deferred Consideration".)

The terms of the Share Sale Agreement were summarised in the Company's IPO Prospectus dated 21 March 2005.

The Company has satisfied its obligations to issue 12,600,000 Shares to Mr Darryl Butcher. which Shares are held in escrow until 5 May 2007, being the date which is two years after the Company listed on ASX.

The amount of \$1,000,000 referred to in paragraph $(b)(i)$ has been paid. The production milestones for payment of the Deferred Consideration referred to in paragraphs (b)(ii) and (b)(iii) have been achieved. Accordingly, \$1,000,000 of the Deferred Consideration referred to in paragraph (b)(ii) is currently due and payable by the Company to Mr Darryl Butcher and \$1,000,000 of the Deferred Consideration referred to in paragraph $(b)(iii)$ is due and payable by 23 April 2007.

Pursuant to a Deferred Consideration Payment Deed dated 7 March 2007 ("Deferred Consideration Payment Deed"), the Company has agreed to satisfy its obligations to pay the Deferred Consideration by:

• cash payment; $(a)$
• subject to prior Shareholder approval, by the issue of securities on the same terms as $(b)$ the terms of the securities offered under an equity raising of not less than \$10,000,000; or
• $(c)$ a combination of cash and the issue of securities in accordance with paragraphs (a) and (b) above.

The Rights Issue is an equity raising of not less than \$10,000,000. The Directors seek Shareholder approval to issue 5,714,286 Shares at an issue price of 35 cents each and 5,714,286 free attaching Options, exercisable on or before 24 April 2009 at an exercise price of 60 cents each and otherwise of the terms set out in Annexure A of this Explanatory Memorandum, in full and final satisfaction of the repayment of the Deferred Consideration. The terms of these securities are the same as the terms offered to Shareholders under the Rights Issue.

Advantages and disadvantages

The Directors consider there to be a number of advantages and disadvantages associated with the proposed conversions of liabilities to equity outlined in Resolution 1. The material advantages and disadvantages are outlined below.

Advantages

• The issue of the Shares and free attaching Options to satisfy the repayment of the Deferred Consideration will extinguish these liabilities from the Company's balance sheet without the Company having to obtain alternative debt or equity financing, or drawing on cash at bank or which may be received from the Grant, for this purpose.

• The Board has negotiated with Mr Darryl Butcher to issue Shares and free attaching Options on the same as the terms of Shares and free attaching Options offered to Shareholders under the Rights Issue, which is on the same terms as the Placement.
• Further the proposed issue of Shares and Options to Mr Darryl Butcher aligns the interests of Mr Darryl Butcher with those other Shareholders as Mr Darryl Butcher will only benefit from the value of the Shares and Options being issued to him if that value exceeds \$2million.

Disadvantages

• The issue of the Shares and free attaching Options to satisfy the repayment of the Deferred Consideration will dilute the shareholding of existing Shareholders by:
• approximately 9.2%, prior to the issue of the $5,714,286$ Shares and $5,714,286$ free attaching Options to Mr Darryl Butcher, the issue of Shares and free attaching Options under the Rights Issue and the Placement and the exercise of existing employee Options; and
• approximately 5.07%, after the issue of the 5,714,286 Shares and 5,714,286 free attaching Options to Mr Darryl Butcher, the issue of Shares and free attaching Options under the Rights Issue and the Placement, and assuming all such free attaching Options and existing employee Options are exercised).
• As at the date of this Notice, the issue to Mr Darryl Butcher of the Shares is at a price less than the market price of the Shares.

Listing Rule 10.11

Listing Rule 10.11 requires Shareholder approval to the issue of securities to a related party of a company. Mr Darryl Butcher is a Director and a related party of the Company. Therefore, Shareholder approval under Listing Rule 10.11 is sought.

The following information is provided to Shareholders for the purpose of Listing Rule 10.13:

• $(a)$ the Shares and free attaching Options will be issued to Mr Darryl Butcher;
• the maximum number of securities to be issued to Mr Darryl Butcher is 5,714,286 $(b)$ Shares and 5,714,286 Options;
• $(c)$ the Shares and Options will be issued and allotted on a date no longer than 1 month from the date of the General Meeting (or such later date as approved by ASX by waiver to the Listing Rules);

• the issue price of the Shares is 35 cents per Share. The Options will be granted for no $(d)$ consideration;

• the Shares are ordinary fully paid shares in the capital of the Company and will rank $(e)$ equally in all respects with the existing ordinary fully paid shares issued in the capital of the Company. The terms and conditions of the Options are set out in Annexure A of this Explanatory Memorandum; and

• no funds will be raised by the issue of the Shares and Options, as those Shares and $(f)$ Options will be issued in lieu of repayment of the Deferred Consideration pursuant to the Share Sale Agreement and the Deferred Consideration Payment Deed.

If approval is given for the issue of the Shares under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Recommendations of the non-associated Directors

Messrs Alan Mulgrew, Robert Scott, Max Ger, Geoffrey Towner, Glyn Denison and Graham Scott are considered independent for the purposes of Resolution 1, as they do not have any personal interest in the outcome of Resolution 1.

Messrs Alan Mulgrew, Robert Scott, Max Ger, Geoffrey Towner, Glyn Denison and Graham Scott are of the opinion that, on balance, the proposed transaction is in the best interests of the Company and its Shareholders as:

• The issue of the Shares and free attaching Options to satisfy the repayment of the Deferred Consideration will extinguish this liability from the Company's balance sheet without the Company having to obtain alternative debt or equity financing, or drawing on cash at bank or from monies received from the Grant if received by the Company, for this purpose.
• It incentivises Mr Darryl Butcher to advance the Company in order to ensure the value of the Shares and the Options issued to him exceed the \$2 million, something which should result in the increase in the value of the holdings of all Shareholders.

Accordingly the independent Directors recommend Shareholders vote in favour of Resolution 1.

Mr Darryl Butcher declined to make a recommendation to Shareholders in respect of Resolution 1 as he will receive Shares and Options in the Company and he is precluded from voting on this Resolution.

Resolution 2 - Ratification and approval of Placement of Shares and Options

On 12 March 2007, the Company announced that it had agreed to undertake a placement ("Placement") of up to 9,000,000 Shares at an issue price of 35 cents each and agreed to offer up to 9,000,000 free attaching Options, exercisable on or before 24 April 2009 at an exercise price of 60 cents each to the placees of the Shares, to raise \$3,150,000 before costs.

The Placement is being made to institutional and sophisticated investors.

The Shares under the Placement will be issued and allotted prior to the record date for determining entitlements under the Rights Issue ("Record Date") and prior to the date of the General Meeting, with the Options being issued after the Record Date and after the date of the General Meeting. The Shares will give institutional and sophisticated investors who take up the Placement the right to participate in the Rights Issue. The Options will be offered to the placees of the Shares via a prospectus, however, once issued, the Options will not be entitled to participate in the Rights Issue.

The Company wishes to seek Shareholder approval for the issue of Shares and Options under the Placement pursuant to Listing Rules 7.1 and 7.4 in order to leave the Company with the flexibility to place up to a further 15% of its issued capital at any time during the next 12 months. If Shareholder approval is not obtained, the Company will have issued the Shares and is obliged to issue the Options on receipt of a valid application for them and the Company has the capacity within the application of Listing Rule 7.1 to do so.

Listing Rule 7.4

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 shares up to 15% of the issued capital of the company without requiring shareholder approval. Shareholder approval is sought under Resolution 2 to ratify the issue of up to 9,000,000 Shares under the Placement.

Listing Rule 7.1

Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities where the securities proposed to be issued represent more than 15% of the Company's fully paid ordinary shares then on issue. Listing Rule 7.1 approval is commonly sought so that the 15% threshold is maintained and available for use by the Company in the future should the circumstances require it. Shareholder approval is sought under Resolution 2 to approve the issue of up to 9,000,000 free attaching Options under the Placement.

Information for Shareholders

The following information is provided to Shareholders for the purpose of Listing Rules 7.3 and $7.5$ :

• the maximum number of Shares to be issued and allotted is 9,000,000 Shares and the $(a)$ maximum number of Options is 9,000,000 Options;
• it is anticipated that up to 9,000,000 Shares will be issued under the Placement prior $(b)$ to the date of the meeting and that up to 9,000,000 Options will be issued within 3 months after the date of the meeting or such later date as approved by ASX by waiver to the Listing Rules;
• the issue price of the Shares is 35 cents per Share. The Options will be granted for no $(c)$ consideration:

• the Shares are ordinary fully paid shares in the capital of the Company and will rank $(d)$ equally in all respects with the existing ordinary fully paid shares issued in the capital of the Company. The terms and conditions of the Options are set out in Annexure A of this Explanatory Memorandum;

• $(e)$ the Shares and free attaching Options will be issued to institutional and sophisticated investors, each of whom will not be related parties to the Company; and

• $(f)$ the funds raised from the issue of Shares under the Placement will be used to repay debt to HSBC Australia Bank Limited and for working capital. No funds will be raised by the grant of the Options under the Placement.

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

Amadeus	Amadeus Energy Limited ABN 36 058 714 408.
ARF Inc	American Renewable Fuels Inc.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited ACN 008 624 691 (formerly the Australian Stock Exchange Limited and now operating under the name, Australian Securities Exchange).
Board	The board of Directors of the Company.
Business Day	Monday to Friday inclusive except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.
Company or ARF	Australian Renewable Fuels Limited ABN 66 096 782 188.
Corporations Act	Corporations Act 2001 (Cth).
Corporations Regulations	Corporations Regulations 2001 (Cth).
Deferred Consideration	The amount of \$2,000,000 payable to Mr Darryl Butcher, being deferred consideration for the acquisition of shares in Shelly Nominees Pty Ltd pursuant to a Share Sale Agreement dated 19 January 2005 (as varied by deeds dated 3 and 9 March 2005 and 7 March 2007).
Director	A director of the Company.
Energea	Energea Umwelttechnologie GmbH.
General Meeting	The general meeting of Shareholders convened by the Notice.
Grant	A Federal grant of \$7.15 million in total under the Biofuels Capital Infrastructure Grant Scheme. The Company has received \$1.78 million of this grant at the date of this Notice.
HSBC	HSBC Bank Australia Limited.
Listing Rules	The Listing Rules of ASX.
NAFTA Rights	All of Energea's right, title and interest in the patents held in the NAFTA Zone, as well as a right to exploit the technology and know-how for the construction and operation of plants of any capacity to produce biodiesel in the NAFTA Zone.

NAFTA Zone	The area comprising the United States of America, Canada and Mexico.
Meeting	Notice or Notice of The Notice of General Meeting accompanying this Explanatory Memorandum.
Option	An option to acquire on the terms and conditions set out in Annexure A of this Explanatory Memorandum.
Placement	The placement of Shares and Options to institutional and professional investors referred to in Resolution 2.
Resolution	A resolution contained in the Notice.
Rights Issue	The pro rata issue of 33,300,000 Shares on the basis of 1 Share for every 4 Shares held by Shareholders on the record date at an issue price of 35 cents per New Share, together with 33,300,000 free attaching New Options, each to acquire one Share at 60 cents on or before 24 April 2009, on the basis of one Option for every Share issued, to raise \$11,655,000 before costs of the issue.
Share	A fully paid ordinary share in the capital of the Company.
Shareholder	An ordinary shareholder of the Company.
WST	Australian Western Standard Time.

ANNEXURE A

TERMS AND CONDITIONS OF OPTIONS

The following are the terms and condition of the Options:

• Each Option will entitle the holder to subscribe for one Share at 50 cents per Share; $(a)$
• The Options shall expire at 5pm (Western Standard Time) on 24 April 2009 ("Expiry $(b)$ Date");
• The Options may be exercised, wholly or in part, by notice in writing to the Directors $(c)$ given prior to or on the Expiry Date. 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. An exercise of only some Options shall not affect the rights of the optionholder to the balance of the Options held by him or her. Any notice of exercise will be deemed to be dated as at the last day of the month on which the Company receives the notice:
• $(d)$ The Options will be listed for official quotation on ASX;
• The Options may be transferred at any time prior to the Expiry Date; $(e)$
• Shares allotted pursuant to an exercise of Options shall rank, from the date of the $(f)$ allotment, equally with the existing ordinary fully paid shares of the Company in all respects;
• The Company shall in accordance with the Listing Rules make application to have $(g)$ Shares allotted pursuant to an exercise of Options listed for official quotation on ASX:
• There are no participating rights or entitlements inherent in the Options and $(h)$ optionholders will not be entitled to participate in new issues of Shares offered to shareholders during the term of the Options, unless the optionholder exercises their Options. The Company will ensure that for the purposes of the proposed issue, notice of the new issue will be given to optionholders at least 7 business days before the record date. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue;
• In the event that a pro rata issue (except a bonus issue) is made to the holders of the $(i)$ underlying securities in the Company, the exercise price of the Options may be reduced according to the following formula:

$$
O' = \qquad \qquad \frac{O - E[P - (S + D)]}{N + 1}
$$

where:

$O' =$ the new exercise price of the Option;

• $O =$ the old exercise price of the Option;
• $E =$ the number of underlying securities in the Company into which one Option is exercisable;
• $\mathbf{P} =$ the average market price per security (weighted by reference to volume) of the underlying securities in the Company during the 5 trading days ending on the day before the ex rights date or ex entitlements date;
• $S =$ the subscription price for a security under the pro rata issue;
• $D =$ the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);
• $N =$ the number of securities with rights or entitlements that must be held to receive a right to one new security in the Company;
• $(i)$ In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of the Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in accordance with the Listing Rules; and
• The Options will not give any right to participate in dividends until Shares are allotted $(k)$ pursuant to the exercise of the Options.

AUSTRALIAN RENEWABLE FULES LIMITED ABN 66 096 782 188

PROXY FORM

The Company Secretary Australian Renewable Fuels Limited Registered Office Address:	Suite 1B, Level 5 South Shore Piazza 85 South Perth Esplanade SOUTH PERTH WA 6151
Facsimile:	$(08)$ 9363 3511
L/We (name of Shareholder) of (address) (name) of (address) of (address) the meeting.	being a member/members of AUSTRALIAN RENEWABLE FUELS LIMITED hereby appoint and/or failing him (name) or failing that person then the Chairperson of the General Meeting as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at the Perth Convention Centre, 21 Mounts Bay Road, Perth, Western Australia on 20 April 2007 commencing at 10 am WST and at any adjournment of
	Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:
I/We direct my/our Proxy to vote in the following manner:	For Against Abstain
Resolution $1 -$	Issue of Shares and Options to Mr Darryl Butcher
Resolution $2 -$	Ratification and Approval of Placement of Shares and Options
If no directions are given my proxy may vote as the proxy thinks fit or may abstain.
if a poll is called on all of the Resolutions.	If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of all of the Resolutions, please place a mark in this box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of all of the Resolutions and that votes cast by the Chair of the meeting for other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your vote on all of the Resolutions and your vote will not be counted in calculating the required majority
The Chairperson intends to vote any undirected proxies in favour of the Resolutions.
	This Proxy is appointed to represent ___ % of my voting right, or if 2 proxies are appointed Proxy 1 represents _____% and Proxy 2 represents _ 6 of my total votes My total voting right is $_$ Shares
If the Shareholder(s) is an individual:
Dated: 2007 If the Shareholder is a company.	Dated: 2007
Affix common seal (if required by Constitution)
Director/Sole Director and Secretary 2007 Dated:	Director/Secretary

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• $1¹$ A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the Shareholder's proxy. A proxy need not be a Shareholder of the Company.
• $2¹$ Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the Shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder's voting rights. Fractions shall be disregarded.
• $3₁$ The proxy form must be signed personally by the Shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the company or its duly authorised attorney. In the case of joint Shareholders, this proxy must be signed by at least one of the joint Shareholders, personally or by a duly authorised attorney.
• $\overline{4}$ . If a proxy is executed by an attorney of a Shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
• $5.$ To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this General Meeting, (that is by 10am WST on 18 April 2007) by post, facsimile or e-mail to the respective addresses stipulated in this proxy form.
• 1. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
• the proxy need not vote on a show of hands, but if the proxy does so, the $(a)$ proxy must vote that way:
• $(b)$ if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;
• $(c)$ if the proxy is Chairperson, the proxy must vote on a poll and must vote that way; and
• if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the $(d)$ proxy does so, the proxy must vote that way.

If a proxy is also a Shareholder, the proxy can cast any votes the proxy holds as a Shareholder in any way that the proxy sees fit.

$7.$ The Chairperson intends to vote in favour of all resolutions in relation to undirected proxies.