THORNEY TECHNOLOGIES LTD — Proxy Solicitation & Information Statement 2013

Jul 25, 2013

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AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188 Level 5, 409 St Kilda Road Melbourne VIC 3004 TEL: +61 (3) 9981 0010 FAX: +61 (3) 9981 0020 www.arfuels.com.au

26 July 2013

The Manager

ASX Market Announcements

Notice of General Meeting

Australian Renewable Fuels Limited advises that a general meeting of the company’s shareholders will be held at 10.00 am on Monday, 26 August 2013 to consider a proposed share consolidation of the company’s share capital on a 100 to 1 basis.

Attached is a copy of the Notice of General Meeting and sample proxy form which are being sent to shareholders today.

Yours faithfully

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Mark Licciardo Company Secretary Australian Renewable Fuels Limited

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AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188

NOTICE OF GENERAL MEETING

and

EXPLANATORY MEMORANDUM

DATE OF MEETING Monday, 26 August 2013

TIME OF MEETING 10.00am (Melbourne time)

PLACE OF MEETING Baker & McKenzie Offices Level 19, 181 William Street Melbourne VIC 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.

Notice of General Meeting of Australian Renewable Fuels Limited ABN 66 096 782 188

Notice is hereby given that the General Meeting of the shareholders of Australian Renewable Fuels Limited (“Company”) will be held at Baker & McKenzie Offices, Level 19, 181 William Street, Melbourne VIC 3000 on 26 August 2013 at 10.00am (Melbourne time) for the purpose of transacting the business set out below.

RESOLUTION 1 – Share Consolidation

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

"That for the purpose of section 254H of the Corporations Act 2001, the share capital of the Company be consolidated through the conversion of every 100 fully paid ordinary shares in the Company into 1 fully paid ordinary share in the Company, on the terms described in the Explanatory Memorandum."

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum which forms part of this Notice of Meeting.

By order of the Board

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Mark Licciardo Company Secretary 26 July 2013

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Proxy and Voting Instructions

1. A shareholder entitled to attend and vote at the meeting may appoint one or two proxies to attend and vote on their behalf. Each proxy will have the right to vote on a poll and also to speak at the meeting.

2. A proxy need not be a member of the Company and a proxy can be either an individual or a body corporate.

3. The appointment of a proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half the votes).

4. If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from voting on that resolution as they think fit.

5. If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

6. Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.

7. If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the resolution, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions.

8. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed in this Notice of Meeting.

9. The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged at the share registry Computershare Investor Services Pty Limited by:

10. hand delivery (452 Johnston Street, Abbotsford, VIC 3067);

11. post using the envelope provided (GPO Box 242, Melbourne, VIC 3001);

12. facsimile (1800 783 447 within Australia or +61 3 9473 2555 outside Australia); or

13. for relevant custodians, online lodgement by visiting www.intermediaryonline.com,

not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

1. The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act 2001. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

2. A proxy form accompanies this Notice of Meeting.

Corporate Representatives

Any corporation that is a shareholder of the Company may authorise (by a form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chairman) a natural person to act as its representative at any general meeting.

Voting Entitlement

The Company has determined that for the purposes of the meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00 pm on 24 August 2013. Accordingly, transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

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Explanatory Memorandum

This Explanatory Memorandum is intended to provide shareholders of the Company with sufficient information to assess the merits of the resolution contained in the accompanying Notice of General Meeting. The Directors recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolution.

RESOLUTION 1 - Share Consolidation

The Company proposes to consolidate its share capital through the conversion of every 100 ordinary shares in the Company into 1 ordinary share in the Company.

Under section 254H of the Corporations Act 2001, a company may consolidate its shares if the consolidation is approved by an ordinary resolution of shareholders at a general meeting. Listing Rule 7.20 provides that if any entity proposes to reorganise its capital, it must advise shareholders of certain matters, which are set out below. No voting exclusions apply, and all shareholders can vote on the resolution.

Reasons for the Consolidation

The Company has a large number of shares on issue (approximately 4.2 billion) following completion of various equity based capital raisings in 2013 and in previous years. For a company of this size, this is a very large number of securities to have on issue and it subjects the Company to a number of disadvantages including:

• additional share price volatility arising from the fact that the minimum permissible share price movement permitted by the ASX (being 0.1 cent) represents a higher proportion of the Company’s share price than it would if the Company had a greater share price;

• the large number of shares on issue is disproportionate to that of comparable companies; and

• negative perceptions associated with a low share price.

The Directors consider that a share consolidation would assist in mitigating these disadvantages. Although the share consolidation has no direct effect on the underlying value of the Company, shareholders should appreciate that the value of the Company's shares on ASX (and in turn the Company's market capitalisation) post consolidation is subject to a range of factors beyond the control of the Company.

Effect on Shares

If the proposed share consolidation is approved by the Company's shareholders, the number of the Company’s shares on issue will be reduced from approximately 4.2 billion to approximately 42 million. As the consolidation applies equally to all shareholders, individual shareholdings will be reduced in the same ratio as the total number of the Company’s shares (subject only to the rounding of fractions, where fractions will be rounded up to the nearest whole number). It follows that the consolidation will have no effect on the percentage interest of each individual shareholder.

Therefore, if a shareholder currently has 4,200,000 shares, representing approximately 0.1% of the Company’s issued capital, then if the share consolidation is approved and implemented, the shareholder will have 42,000 shares following the consolidation, still representing the same 0.1% of the Company’s issued capital.

The share consolidation will not otherwise result in any change to the rights and obligations of the Company's shareholders. The Company’s balance sheet will also remain unaltered as a result of the share consolidation.

Where the consolidation of a shareholder’s holding results in an entitlement to a fraction of a share, the fraction will be rounded up to the nearest whole number of shares. If the Company reasonably considers that a shareholder has been a party to the division of a shareholding in an attempt to obtain an advantage from this treatment of fractions, the Company may take appropriate action, having regard as appropriate to the terms of the Company’s Constitution and the ASX Listing Rules.

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Effect on Options

The Company has unlisted options on issue. In accordance with the option terms and ASX Listing Rule 7.22, these options will be consolidated on the same basis as the shares. That is, every 100 options will be consolidated into 1 option, and their exercise price amended in inverse proportion to the consolidation ratio. Any fractional entitlements will be rounded up to the nearest whole number.

If the proposed consolidation is approved by the Company's shareholders, the effect of the consolidation on the number and exercise price of options is set out below.

	Pre-consolidation	Pre-consolidation	Post-consolidation	Post-consolidation
Expiry Date	Exercise Price1	Number	Exercise Price1	Number
22 September 2013	$0.0993	190,000	$9.93	1,900
30 September 2014	$0.0193	10,500,000	$1.93	105,000
30 December 2014	$0.0293	45,000,000	$2.93	450,000
27 February 2015	$0.0293	57,500,000	$2.93	575,000
15 March 2015	$0.0393	40,000,000	$3.93	400,000
30 November 2015	$0.0393	15,000,000	$3.93	150,000
Total	168,190,000		1,681,900

Note

1. The current respective option exercise prices of all the options in the above table were adjusted in accordance with Listing Rule 6.22.2 to reflect the discount of the offer price of 0.7 cents per share under the Entitlement Offer announced on 7 February 2013 to the average market price of the Company’s shares during the 5 trading days ending on the day before the ex entitlements date.

Effect on Convertible Notes

The Company has 273 unlisted Convertible Notes on issue with an aggregate issue price of $13,650,000. In addition, capitalised interest of $1,365,000 is payable with respect to the Convertible Notes. In accordance with the Convertible Notes terms and ASX Listing Rule 7.21, the number of shares to be issued on conversion of the Convertible Notes will be consolidated so that holders of Convertible Notes will not receive any benefits that holders of ordinary shares do not receive. There will be no effect on the overall interest payable with respect to the Convertible Notes or overall redemption value. If the Convertible Notes are converted, the overall number of shares issued will be reduced by a factor of 100 to 1 as a consequence of the share consolidation; and the conversion price will be amended in inverse proportion to that ratio.

Indicative Timetable

If the share consolidation is approved, it is expected to take effect in accordance with the following timetable (as set out in the Listing Rules):

Date*	Event
Monday, 26 August	Shareholder meeting and notice to ASX that shareholders have approved the share consolidation
Tuesday, 27 August	Last day for trading in pre-consolidated shares
Wednesday, 28 August	Trading in consolidated shares on a deferred settlement basis commences
Tuesday, 3 September	Last day for registration of transfers on a pre-consolidation basis
Tuesday, 10 September	Deferred settlement trading ends. New Holding Statements despatched.

*The above timetable is indicative only and subject to change. Any changes will be announced to ASX.

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Holding Statements

From the date of the consolidation all current holding statements for shares, options will cease to have any effect, except as evidence of entitlement. After the consolidation becomes effective, the Company will arrange for new holding statements to be issued.

Taxation

No capital gains tax (CGT) event is expected to occur as a result of the share consolidation for shareholder’s holding their investment on capital account. Investors will need to re-allocate the cost base of their existing shares to the consolidated shares. Shareholders should seek independent advice for guidance based on their individual circumstances. Likewise, there is not expected to be a tax effect on the Company.

Other Information

Other than as set out in the Notice of Meeting, and other than information previously disclosed to the shareholders of the Company, there is no other information that is known to the Directors which may reasonably be expected to be material to the making of a decision by the Company’s shareholders whether or not to vote in favour of the share consolidation.

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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

T 000002 000 ARWRM MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN 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 10:00am (Melbourne time) Saturday, 24 August 2013

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



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

www.investorcentre.com

Review your securityholding

Your secure access information is:

Update your securityholding

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

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MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

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

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I ND

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to indicate your directions

XX

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

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the Chairman of the Meeting

OR



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

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 General Meeting of Australian Renewable Fuels Limited to be held at Baker & McKenzie Offices, Level 19, 181 William Street, Melbourne VIC on Monday, 26 August 2013 at 10:00am (Melbourne time) and at any adjournment of that meeting.

Items of Business  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.

Resolution 1 Share Consolidation

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

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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