Register of ASX Listing Rule Waivers · June 2008. Underlying Policy ... the market a monthly update of the net changes in the number of CDIs that are quoted on ASX. 2.2 The Company

Register of ASX Listing Rule Waivers

1 to 15 November 2008

The purpose of this register is to record when ASX has exercised itsdiscretion and granted a waiver from the ASX Listing rules. Waiversare published bimonthly and include information such as:

Organisation Rule Number Decision Details Basis for Decision

For all product enquiries, please contact: Customer Service Centre on 131 279

ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part ofthis publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may

it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the GeneralManager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED

PAGE 1 OF 57


Rule Number

Date

ASX CodeListed Company

Waiver Number

Decision

Basis For Decision

1.1 condition 3

10/11/2008

WCI

WARATAH COAL INC

WLC080350001

The Company be granted a waiver from listing rule 1.1 condition 3,to the issue of the information memorandum dated 2 October 2008("IM") by the Company that complies with the informationrequirements of Appendix 1A (except as waived below), instead ofa prospectus. 1. Paragraph 116 of Appendix 1A, subject to the followingconditions. (a) The IM contains a statement that the Company has not raisedany capital in Australia for the three months before, and will notraise capital in Australia in the three months after, the date of theIM. (b) Any fund raising document released by the Company in thethree months before the date of the IM is released to the market asprequotation disclosure.

Underlying PolicyRequirement for prospectus or product disclosure statement provides platform for continuous disclosure necessary toadequately inform the market ASX can accept an IM in lieu of aprospectus or Product Disclosure Statement where the entity doesnot need to raise capital.

Present ApplicationEntity incorporated in Canada and listed on TSX Venture Exchange entity seeks dual listing on ASX entity does not need to raisecapital based on current budget of expenditure if capital to beraised, will be raised in jurisdictions outside of Australia and/or onlyfrom exempt investors for the purposes of section 708 of theCorporations Act proposes to use an information memorandumrather than a prospectus for the purposes of listing rule 1.1condition 3 information memorandum to comply with theinformation memoranda requirements of Appendix 1A of the listingrules (except as waived).



PAGE 2 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

1.1 condition 6

10/11/2008

WCI

WARATAH COAL INC

WLC080350002

The Company be granted a waiver from listing rule 1.1 condition 6to the extent necessary to permit the Company to apply forquotation only of those CHESS Depositary Interests (CDIs) issuedover its fully paid common stock shares into the Australian market,subject to the following conditions. 1. The Company applies for quotation of new CDIs issued into theAustralian market on a monthly basis, and the Company provides tothe market a monthly update of the net changes in the number ofCDIs over its common stock shares. 2. The Company releases details of this waiver as prequotationdisclosure.

Underlying PolicyEntity must be granted quotation of all securities in its main class fungibility of securities transparency and certainty as to number ofsecurities available to trade in market maintains integrity of ASXmarket.

Present ApplicationEntity incorporated in Canada and listed on TSX Venture Exchange entity seeks dual listing on ASX securities ofCanadianincorporated entities must trade and settle on ASX in theform of CHESS Depositary Interests (CDIs) only those securitiesof the Canadian entity actually represented by CDIs (i.e., only thosesecurities actually present in the Australian market) to be quoted onASX.



PAGE 3 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

1.1 condition 8

3/11/2008

HIN

HEARTWARE INTERNATIONAL, INC

WLC080338011

The Company be granted a waiver from listing rule 1.1 condition 8,to the extent necessary to permit the Company not to comply withlisting rules 1.2 or 1.3 on condition that Heartware satisfies listingrules 12.1 and 12.2 at the time of admission of the Company.

Underlying PolicyNew listing applicant must comply with either assets or profits test minimum quality entry requirement.

Present ApplicationEntity listing is successor entity to existing listed entity replacesexisting listed entity by scheme of arrangement new entity newlyincorporated, has no assets or business of its own other than thoseof existing listed entity not in substance a new listing existinglisted entity satisfies ongoing financial and other requirements forremaining listed at the time of implementation of scheme ofarrangement.



PAGE 4 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

1.3.5 (c)

10/11/2008

WCI

WARATAH COAL INC

WLC080350003

The Company be granted a waiver from listing rule 1.3.5(c) to theextent necessary that the Company not be required to give ASX areviewed pro forma balance sheet on condition that the Companyprovides the following as prequotation disclosure: 1. The audited accounts for the year ended 31 December 2007. 2. The unaudited consolidated financial statements of the Companyfor the three month period ended 31 March 2008 which includes anunaudited consolidated balance sheet of the Company as at 31March 2008. 3. The interim unaudited accounts for the quarterly period ending 30June 2008.

Underlying PolicyEntity to provide accounts and audit reports/reviews for the last 3financial years and a reviewed pro forma balance sheet demonstrates quality.

Present ApplicationEntity incorporated in Canada and listed on TSXV auditedaccounts for year end 31 December 2007 and interim unauditedaccounts for quarterly period ending 30 June 2008 provided inInformation Memorandum waiver granted Company confirmedno material changes in financial position of the Company since thedate of the last balance sheet audited accounts for year ended 31December 2007, unaudited consolidated financial statements of theCompany for the three month period ended 31 March 2008including unaudited consolidated balance of the company as at 31March 2008 and interim unaudited accounts for quarterly periodending 30 June 2008 to be released as prequotation disclosure.



PAGE 5 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

2.1 condition 3

6/11/2008

CHW

CHALLENGER MILLENNIUM SERIES 20081 TRUST

WLC080339001

ASX grants the Issuer a waiver from condition 3 of listing rule 2.1 tothe extent necessary that the Trust's securities need not satisfyCHESS requirements on condition that ASX is satisfied with thesettlement arrangements that exist in relation to the Notes to bequoted on ASX.

Underlying PolicyCHESS requirements relating to an entity's securities must besatisfied, except in jurisdiction where entity's securities cannot beCHESS approved supports integrity of ASX market.

Present ApplicationSecurities of entity to be settled outside of CHESS waiver grantedon condition that ASX is satisfied with the settlement arrangementsthat exist in relation to the Notes to be quoted on ASX.



PAGE 6 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

2.4

6/11/2008

RMD

RESMED INC

WLC080346001

1. Based solely on the information provided, ASX Limited ("ASX")grants ResMed Inc (the "Company") the following waivers: 1.1 A waiver from listing rule 2.4 to the extent necessary to permitthe Company to only apply for quotation of those CHESSDepositary Interests ("CDIs") issued over its fully paid ordinaryshares into the Australian market. 1.2 A waiver from listing rule 2.8 to the extent necessary to allowthe Company not to apply for quotation of CDIs which are issued asa result of holders of ordinary shares in the Company convertingtheir shares to CDIs, within 10 business days of issue of thoseCDIs. 2. The waivers in resolutions 1.1 and 1.2 are subject to the followingconditions: 2.1 The Company applies for quotation of CDIs issued into theAustralian market on a monthly basis, and the Company provides tothe market a monthly update of the net changes in the number ofCDIs that are quoted on ASX. 2.2 The Company immediately releases full details of these waiversto the market.


Present ApplicationDuallisted company total number of shares on issue do notcorrelate to securities immediately tradeable on ASX market quotation of CDIs on issue as distinct from total number of shareson issue more accurately reflects securities immediately tradeableon ASX market participants in ASX market therefore fully informedof free float and depth and liquidity of ASX market for Company'ssecurities monthly updates of CDIs on issue to be provided formaximum market transparency and certainty.



PAGE 7 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

2.8

6/11/2008

RMD

RESMED INC

WLC080346002

1. Based solely on the information provided, ASX Limited ("ASX")grants ResMed Inc (the "Company") the following waivers: 1.1 A waiver from listing rule 2.4 to the extent necessary to permitthe Company to only apply for quotation of those CHESSDepositary Interests ("CDIs") issued over its fully paid ordinaryshares into the Australian market. 1.2 A waiver from listing rule 2.8 to the extent necessary to allowthe Company not to apply for quotation of CDIs which are issued asa result of holders of ordinary shares in the Company convertingtheir shares to CDIs, within 10 business days of issue of thoseCDIs. 2. The waivers in resolutions 1.1 and 1.2 are subject to the followingconditions: 2.1 The Company applies for quotation of CDIs issued into theAustralian market on a monthly basis, and the Company provides tothe market a monthly update of the net changes in the number ofCDIs that are quoted on ASX. 2.2 The Company immediately releases full details of these waiversto the market.


Present ApplicationDuallisted company total number of shares on issue do notcorrelate to securities immediately tradeable on ASX market quotation of CDIs on issue as distinct from total number of shareson issue more accurately reflects securities immediately tradeableon ASX market participants in ASX market therefore fully informedof free float and depth and liquidity of ASX market for Company'ssecurities monthly updates of CDIs on issue to be provided formaximum market transparency and certainty.



PAGE 8 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

3.10.5

6/11/2008

CHW


WLC080339002

ASX grants the Issuer a waiver from listing rule 3.10.5 to the extentnecessary to permit the Issuer, in respect of an issue of Notes thatare not to be quoted on ASX, to tell ASX but need not lodge anAppendix 3B.

Underlying PolicyEntity must tell ASX of issue of securities if issue is not a bonusissue or pro rata issue entity must give ASX an Appendix 3B entitymust tell ASX if any securities are restricted securities or subject tovoluntary escrow maintains informed market.

Present ApplicationWith respect to an issue of Notes not quoted on ASX entity must tellASX but does not have to lodge Appendix 3B entity must notifyASX of an issue of Notes quoted on ASX and lodge Appendix 3B maintains informed market.



PAGE 9 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

3.20.2

14/11/2008

CSR

CSR LIMITED

WLC080340001

Based solely on the information provided, ASX Limited ("ASX")grants CSR Limited (the "Company"), a waiver from the followinglisting rules to the extent necessary to permit the Company toundertake a capital raising by way of institutional placement inconjunction with an accelerated nonrenounceable entitlement offerof securities to raise approximately $400 million (the "RightsIssue"), without securityholder approval and according to thetimetable submitted to ASX. 1. Listing rules 3.20.2 and 7.40 to permit the record date for theRights Issue not to be 7 business days after the announcement ofthe Rights Issue but in accordance with a timetable submitted bythe Company, on the condition that the record date for the RightsIssue is no earlier than the fourth business day after the date thetrading halt preceding the Rights Issue commences, including thatdate, provided that the trading halt commences before the open oftrading on that day, and all other aspects of the timetable for theRights Issue are acceptable to ASX. 2. In resolution 1.1, the Company may ignore changes in securityholdings which occur after the announcement of the trading halt inthe Company's securities (other than registrations of transactionswhich were effected through ITS before the announcement). Inrespect of security holdings registered in the name of a nominee thefollowing will apply. 2.1. The nominee shall be treated as a separate security holder inrespect of securities held for each of one or more InstitutionalSecurityholders, and securities held for persons other thanInstitutional Securityholders (and accordingly, may receive bothInstitutional Entitlement Offers in respect of securities held asnominee for Institutional Securityholders and Retail EntitlementOffers in respect of securities held as nominee for other persons). 2.2. Institutional Entitlement Offers will be treated as being made tothe nominee, even where made directly to the InstitutionalSecurityholder for whom it holds.

Underlying PolicyEntity must give ASX at least seven business days notice of recorddate and must comply with Appendix 3A timetable maintainsorderly market.

Present ApplicationAccelerated nonrenounceable entitlement offer functionallyequivalent to nonrenounceable pro rata offer waiver granted oncondition the timetable is acceptable to ASX.



PAGE 10 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

3.20.2

11/11/2008

IPL

INCITEC PIVOT LIMITED

WLC080342001

Based solely on the information provided, ASX Limited ("ASX"),grants Incitec Pivot Limited (the "Company") waivers from thefollowing listing rules in relation to the Company's proposedaccelerated nonrenounceable entitlement offer (the "EntitlementOffer") to raise approximately $800 million. 1. Listing rules 3.20.2 and 7.40 to permit the record date for theEntitlement Offer (the "Record Date") not to be 7 business daysafter the announcement of the Entitlement Offer but in accordancewith a timetable submitted by the Company, on condition that theRecord Date for the Entitlement Offer is no earlier than the fourthbusiness day after the date the trading halt for the Entitlement Offercommences, including that date, provided that the trading haltcommences before the opening of trading on that day, and all otheraspects of the timetable for the Entitlement Offer are acceptable toASX.

Underlying PolicyEntity must give ASX at least seven business days notice of recorddate and must comply with Appendix 3A timetable maintainsorderly market.




PAGE 11 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

4.2A

10/11/2008

WCI

WARATAH COAL INC

WLC080350004

The Company be granted a waiver from listing rule 4.2A and 4.2Bto the extend necessary to permit the Company not to lodge anappendix 4D Half Year Report for each half year on condition thatthe Company lodges with ASX the half year financial statementsand interim Management's Discussion and Analysis ("MD&A") thatthe Company is required to lodge with the Canadian securitiesregulatory authorities in accordance with its obligations under theTSXV Manual, the Securities Act (Ontario) and other relevantProvincial securities acts at the same time that the Company lodgesthose documents with those Canadian securities regulatoryauthorities.

Underlying PolicyHalf year report information substantially similar to CorporationsAct requirements for listed Australian entities information inprescribed format prescribed format intended to facilitate readyunderstanding of information and comparison of informationprovided by different entities.

Present ApplicationEntity incorporated in Canada and listed on TSX Venture Exchange entity seeks dual listing on ASX majority of shareholders holdtheir securities on the TSXV company's mining explorationoperations are based in Australia listing rule requires company tolodge an Appendix 4D and halfyear report with ASX within 75 daysafter the end of the accounting period Canadian reportingrequirements require the lodgement of halfyear financialstatements and interim management discussion and analysis within45 days of the half year more detailed and onerous reportingrequired under Canadian legislation financial reports for quarterlyand interim reports not required to be audit reviewed or audited,unlike half yearly reports under s 302 of Corporations Act shareholders will receive halfyear reports 30 days earlier thanunder the ASX listing rules shareholders unlikely to be adverselyaffected by a waiver no additional benefit gained by thepreparation of an Appendix 4D Company considered to satisfycriteria for relief outlined in Guidance Note 4, in relation to thisparticular obligation waiver granted.



PAGE 12 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

4.2B

10/11/2008

WCI

WARATAH COAL INC

WLC080350005

The Company be granted a waiver from listing rule 4.2A and 4.2Bto the extend necessary to permit the Company not to lodge anappendix 4D Half Year Report for each half year on condition thatthe Company lodges with ASX the half year financial statementsand interim Management's Discussion and Analysis ("MD&A") thatthe Company is required to lodge with the Canadian securitiesregulatory authorities in accordance with its obligations under theTSXV Manual, the Securities Act (Ontario) and other relevantProvincial securities acts at the same time that the Company lodgesthose documents with those Canadian securities regulatoryauthorities.

Underlying PolicyHalf year report information substantially similar to CorporationsAct requirements for listed Australian entities information inprescribed format prescribed format intended to facilitate readyunderstanding of information and comparison of informationprovided by different entities.

Present ApplicationEntity incorporated in Canada and listed on TSX Venture Exchange entity seeks dual listing on ASX majority of shareholders holdtheir securities on the TSXV company's mining explorationoperations are based in Australia listing rule requires company tolodge an Appendix 4D and halfyear report with ASX within 75 daysafter the end of the accounting period Canadian reportingrequirements require the lodgement of halfyear financialstatements and interim management discussion and analysis within45 days of the half year more detailed and onerous reportingrequired under Canadian legislation financial reports for quarterlyand interim reports not required to be audit reviewed or audited,unlike half yearly reports under s 302 of Corporations Act shareholders will receive halfyear reports 30 days earlier thanunder the ASX listing rules shareholders unlikely to be adverselyaffected by a waiver no additional benefit gained by thepreparation of an Appendix 4D Company considered to satisfycriteria for relief outlined in Guidance Note 4, in relation to thisparticular obligation waiver granted.



PAGE 13 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

4.5.3

10/11/2008

WCI

WARATAH COAL INC

WLC080350006

The Company be granted a waiver from listing rule 4.5.3 to theextent necessary to permit the Company to give ASX a copy of thedocuments it would be required to lodge with Australian Securities& Investments Commission ("ASIC") pursuant to section 601CK ofthe Corporations Act 2001 (Cth) (the "Act") (the "Documents") if itwas required to comply with section 601CK of the Act later thanthree months after the financial year end of 31 December 2008, onthe following conditions. (a) The Documents are given to ASX no later when it lodges themwith TSX Venture Exchange ("TSXV"). (b) The audited consolidated financial statements of the Company,prepared in accordance with Canadian generally acceptedaccounting principles, including the audit opinion, are lodged withASX no later than 120 days after the financial year end of 31December 2008.

Underlying PolicyRequirement for foreign registered company to provide annualfinancial information under section 601CK of the Corporations Actwithin three months of end of financial year ensures timely releaseof financial information to the market accounts required forcompleteness and homogeneity in filings and deadlines.

Present ApplicationCompany required to lodge annual report within 120 days of end ofrelevant full year accounting period pursuant to TSXV Manual,Business Corporations Act (British Columbia) listing rule 4.5.3requires information to be provided no later than three months afterthe end of the accounting period detriment to shareholders notreceiving information no later than three months after end of theaccounting period as required by listing rule balanced againstCanadian reporting and information requirements and detailCompany would be able to provide if required to provide informationwithin three months of financial year end of 31 December 2008 waiver granted on condition that Company lodges documents withASX at same time as with TSXV and Canadian regulatoryauthorities and no later than Canadian timeframe of 120 days afterthe financial year end of 31 December 2008.



PAGE 14 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

4.10.9

10/11/2008

WCI

WARATAH COAL INC

WLC080350007

The Company be granted a waiver from listing rule 4.10.9 to theextent necessary that the Company not be required to include in itsannual report the names of the 20 largest holders of its quotedsecurities, the number of equity securities each holds, and thepercentage of capital each holds.



PAGE 15 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

5.2

10/11/2008

WCI

WARATAH COAL INC

WLC080350008

The Company be granted a waiver from listing rules 5.2 and 5.3 tothe extent necessary to permit the Company not to lodge quarterlyactivity and cash flow reports as required by the Listing Rules, oncondition that the Company lodges with ASX the quarterly FinancialStatements and interim MD&A that the Company is required tolodge with the Canadian securities regulatory authorities inaccordance with Canadian Reporting Requirements, at the sametime that the Company lodges those documents with thoseCanadian securities regulatory authorities.

Underlying PolicyQuarterly reports for a "mining exploration entity" enhancescontinuous disclosure regime by requiring disclosure of miningexploration activities and a summary of the expenditure incurred onthose activities quarterly report must be provided within one monthof the end of each quarter.

Present ApplicationCanadian incorporated company primary listing on TSXV entityseeks dual listing on ASX majority of shareholders hold theirsecurities on the TSXV Company's operations are based inAustralia listing rule would require Company to lodge quarterlyactivities report and Appendix 5B with ASX within one month of theend of each quarter Company required to lodge quarterly reportsunder Canadian regulation and ASX listing rules duplication ofquarterly reports Canadian quarterly reporting requirements moreonerous (additional financial and comparative information providedin Canadian quarterly report), but give longer time frame afterquarterend for lodgement Canadian reports to be lodged within45 days of the end of each quarter extension of approximately 15days Company considered to satisfy criteria for relief outlined inGuidance Note 4, in relation to this particular obligation.



PAGE 16 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

5.3

10/11/2008

WCI

WARATAH COAL INC

WLC080350009

The Company be granted a waiver from listing rules 5.2 and 5.3 tothe extent necessary to permit the Company not to lodge quarterlyactivity and cash flow reports as required by the Listing Rules, oncondition that the Company lodges with ASX the quarterly FinancialStatements and interim MD&A that the Company is required tolodge with the Canadian securities regulatory authorities inaccordance with Canadian Reporting Requirements, at the sametime that the Company lodges those documents with thoseCanadian securities regulatory authorities.

Underlying PolicyQuarterly reports for a "mining exploration entity" enhancescontinuous disclosure regime by requiring disclosure of miningexploration activities and a summary of the expenditure incurred onthose activities quarterly report must be provided within one monthof the end of each quarter.

Present ApplicationCanadian incorporated company primary listing on TSXV entityseeks dual listing on ASX majority of shareholders hold theirsecurities on the TSXV Company's operations are based inAustralia listing rule would require Company to lodge quarterlyactivities report and Appendix 5B with ASX within one month of theend of each quarter Company required to lodge quarterly reportsunder Canadian regulation and ASX listing rules duplication ofquarterly reports Canadian quarterly reporting requirements moreonerous (additional financial and comparative information providedin Canadian quarterly report), but give longer time frame afterquarterend for lodgement Canadian reports to be lodged within45 days of the end of each quarter extension of approximately 15days Company considered to satisfy criteria for relief outlined inGuidance Note 4, in relation to this particular obligation.



PAGE 17 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.16

10/11/2008

WCI

WARATAH COAL INC

WLC080350010

The Company be granted waivers from listing rules 6.16, 6.19, 6.21,6.22 and 6.23.4 to the extent necessary to permit the Company tohave and implement the terms of the following existing option plansthat do not comply with listing rules 6.16, 6.19, 6.21, 6..22 and6.23.4. 1. The 2006 Incentive Stock Option Plan. 2. Stock Option Plan (October 2007). (together, "the Plans") on condition that the Company release the full terms and conditionsof the Plans to the market as prequotation disclosure, undertakesnot to issue any further securities under the Plans and undertakesto obtain ASX approval for any future employee or director optionplans and for any proposed amendments to the Plans. Theundertaking is to be given and executed in the form of a deed.

Underlying PolicyOption terms must permit the rights of option holder to be changedto comply with listing rules applying to a reorganisation of capital enhances compliance with the substantive rules eg listing rule 7.22.

Present ApplicationEntity incorporated in Canada and listed on TSXV entity seeksdual listing on ASX existing employee incentive schemes draftedin compliance with requirements of TSXV companion waiver towaivers from substantive rules.



PAGE 18 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.19

10/11/2008

WCI

WARATAH COAL INC

WLC080350011


Underlying PolicyOption terms must set out the holder's rights to participate in a newissue without exercising the option or state that there are no suchrights informs both holders of issued securities and holders ofoption of the potential participation of option holders in new issues.

Present ApplicationEntity incorporated in Canada and listed on TSXV entity seeksdual listing on ASX existing employee incentive schemes draftedin compliance with requirements of TSXV waiver limited to optionsissued under the existing employee incentive schemes.



PAGE 19 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.21

10/11/2008

WCI

WARATAH COAL INC

WLC080350012


Underlying PolicyOption must not confer right to change in exercise price or a changein the number of securities issued on exercise if it also permits aright to participate in new issues without exercising the option maintains balance between rights of holders of issued securitiesand holders of options.




PAGE 20 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.22

10/11/2008

WCI

WARATAH COAL INC

WLC080350013


Underlying PolicyOption which confers right to change in exercise price or a changein the number of securities issued on exercise must do so inaccordance with formula in the listing rule maintains balancebetween rights of holders of issued securities and holders ofoptions.




PAGE 21 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.23.2

12/11/2008

EXT

EXTRACT RESOURCES LTD

WLC080341001

Based solely on the information provided, ASX Limited ("ASX")grants Extract Resources Limited (the "Company") a waiver fromlisting rule 6.23.2 to the extent necessary to permit the Company tocancel for consideration without shareholder approval 18,692,441unquoted options issued by the Company on the followingconditions: 1. Shareholders of the Company and a Court of competentjurisdiction approve a scheme of arrangement between theCompany and its shareholders under Part 5.1 of the CorporationsAct 2001 as a result of which all of the shares in the capital of theCompany on issue at the scheme record date will be transferred toKalahari Minerals Plc; and 2. Full details of the cancellation of unquoted options are clearly setout to ASX's satisfaction in the scheme booklet.

Underlying PolicyCancellation of option for consideration requires approval of holdersof issued ordinary securities maintains balance between rights ofholders of issued securities and holders of options maintainsintegrity of ASX market.

Present ApplicationUnquoted options will be cancelled as part of a merger to effectedthrough a scheme of arrangement consideration offered byacquirer for cancellation of unquoted options being the issue ofoptions in Kalahari which convert into shares in Kalahari terms ofoption cancellation to be disclosed in scheme booklet requirementto receive security holder approval for cancellation of options forconsideration is superfluous.



PAGE 22 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.23.2

3/11/2008

HIN


WLC080338012

The Company be granted a waiver from listing rule 6.23.2 to theextent necessary to permit Heartware to cancel for consideration inthe form of new Company options ("New Options") and withoutshareholder approval, 22,746,464 unquoted employee options inHeartware issued under its Employee Share Option Plan (the"ESOP") (the "Employee Options") and 1,850,000 unquotedincentive options in Heartware issued outside of the ESOP("Incentive Options") (together, the "Options") on the followingconditions. 1. Shareholders in Heartware and the Court approve the Schemeunder Part 5.1 of the Act; and 2. Full details of the cancellation of the Options are set out to ASX'ssatisfaction in the Information Memorandum.

Underlying PolicyCancellation of options for consideration requires approval ofholders of ordinary shares maintains balance between rights ofholders of shares and holders of options maintains integrity ofASX market.

Present ApplicationEntity listing is successor entity to existing listed entity replacesexisting listed entity by scheme of arrangement unquotedEmployee and Incentive Options to be cancelled as part oftransaction consideration for cancellation of employee andincentive options being replacement new options in successor entity terms of option cancellation to be disclosed in informationmemorandum requirement to receive security holder approval forcancellation of options for consideration is superfluous in context oftransaction subject to shareholder approval.



PAGE 23 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.23.2

14/11/2008

QGC

QUEENSLAND GAS COMPANY LIMITED

WLC080345001

1. Subject to resolution 2 and based solely on the informationprovided, ASX Limited ("ASX") grants Queensland Gas CompanyLimited (the "Company") a waiver from the following listing rules. 1.1 Listing rule 6.23.2 to the extent necessary to permit theCompany to cancel 496,689 options exercisable at $2.567 each onor before 1 July 2012 (the "Options") for consideration and withoutshareholder approval. 1.2 Listing rule 6.23.4 to the extent necessary to amend the termsand conditions of the Options to permit their cancellation. 2. Resolution 1 is conditional upon BG Group plc acquiring votingpower in the Company of more than 50%.

Underlying PolicyCancellation of options for consideration requires approval ofholders of issued ordinary securities maintains balance betweenrights of holders of issued securities and holders of options maintains integrity of ASX market.

Present ApplicationEntity subject to takeover bid consideration for unquoted optionsgranted by target to be by way of cash payment equivalent tointrinsic value of options requirement to receive security holderapproval for cancellation of options for consideration is superfluous waiver granted as bidder has obtained greater than 50% votingpower and offer is unconditional.



PAGE 24 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.23.4

14/11/2008

QGC

QUEENSLAND GAS COMPANY LIMITED

WLC080345002

1. Subject to resolution 2 and based solely on the informationprovided, ASX Limited ("ASX") grants Queensland Gas CompanyLimited (the "Company") a waiver from the following listing rules. 1.1 Listing rule 6.23.2 to the extent necessary to permit theCompany to cancel 496,689 options exercisable at $2.567 each onor before 1 July 2012 (the "Options") for consideration and withoutshareholder approval. 1.2 Listing rule 6.23.4 to the extent necessary to amend the termsand conditions of the Options to permit their cancellation. 2. Resolution 1 is conditional upon BG Group plc acquiring votingpower in the Company of more than 50%.

Underlying PolicySets out rules for when option terms can be changed some termscan be changed with the approval of holders of issued ordinarysecurities maintains balance between rights of holders of ordinarysecurities and holders of options.

Present ApplicationEntity subject to takeover bid unquoted options granted by targetentity have term that they are not to be transferred requirement toreceive security holder approval for transfer of options forconsideration is superfluous waiver granted as bidder hasobtained greater than 50% voting power and offer is unconditional.



PAGE 25 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.23.4

10/11/2008

WCI

WARATAH COAL INC

WLC080350014


Underlying PolicySets out rules for when option terms can be changed some termscan be changed with approval of holders of issued ordinarysecurities maintains balance between rights of holders of issuedordinary securities and holders of options.

Present ApplicationEntity incorporated in Canada and listed on TSXV entity seeksdual listing on ASX existing employee incentive schemes draftedin compliance with requirements of TSXV waiver limited to optionsissued under the existing employee incentive schemes, which maybe made under ASX listing rules with the approval of holders ofissued ordinary securities, to be made without approval.



PAGE 26 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.24

7/11/2008

MRY

MONTERAY GROUP LIMITED

WLC080343001

Based solely on the information provided, ASX Limited ("ASX")grants Monteray Group Limited (the "Company") a waiver fromlisting rule 6.24 to the extent necessary to permit the Company notto send the notices required by paragraph 6.1 of Appendix 6A inrelation to 50,155,029 quoted options (MRYO) exercisable at $0.10each on or before 31 December 2008, on the following conditions. 1. The information required by paragraph 6.1 of Appendix 6A isprovided to the Company Announcements Office no later than 1December 2008 together with a statement that an option expirynotice will not be sent to option holders. 2. If the market price of the Company's ordinary shares exceeds$0.08 before 31 December 2008 the Company immediately sendsan option expiry notice to option holders.

Underlying PolicyEntity must send notice to holder of quoted options at least 20business days before conversion or expiry date of options provides option holder with basis for informed decision to exerciseoption.

Present ApplicationLikelihood of option holders exercising options too remote to justifycost of sending notices waiver granted on condition that notice willbe sent if substantial increase in trading price of securities.



PAGE 27 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

6.24

4/11/2008

PLD

PORTLAND ORTHOPAEDICS LIMITED

WLC080344001

Based solely on the information provided, ASX Limited ("ASX")grants Portland Orthopaedics Limited (the "Company") a waiverfrom listing rule 6.24 to the extent necessary to permit the Companynot to send the notices required by paragraph 6.1 of Appendix 6A inrelation to 9,485,900 options exercisable at $0.25 each on or before30 November 2008, on the following conditions. 1. The information required by paragraph 6.1 of Appendix 6A isprovided to the Company Announcements Office by no later than 5November 2008, together with a statement that an option expirynotice will not be sent to optionholders. 2. If the market price of the Company's ordinary shares exceeds$0.1875 before 30 November 2008, the Company immediatelysends an option expiry notice to optionholders.

Underlying PolicyEntity must send notice to holder of quoted options at least 20business days before conversion or expiry date of options provides option holder with basis for informed decision to exerciseoption.

Present ApplicationLikelihood of option holders exercising options too remote to justifycost of sending notices waiver granted on condition that notice willbe sent if there is a substantial increase in trading price ofsecurities.



PAGE 28 OF 57


Rule Number

Date


Waiver Number

Decision

7.1

14/11/2008

CSR

CSR LIMITED

WLC080340003

Based solely on the information provided, ASX Limited ("ASX")grants CSR Limited (the "Company"), a waiver from the followinglisting rules to the extent necessary to permit the Company toundertake a capital raising by way of institutional placement inconjunction with an accelerated nonrenounceable entitlement offerof securities to raise approximately $400 million (the "RightsIssue"), without securityholder approval and according to thetimetable submitted to ASX. 1. Listing rules 7.1 and 10.11 to the extent necessary to permit theCompany to conduct the Rights Issue without security holderapproval, on condition that the Rights Issue complies with thefollowing. 1.1. On or before the Record Date, security holders who arebelieved by the Company or the underwriters to the Rights Issue tobe persons to whom offers of securities may be made without aprospectus in accordance with Chapter 6D of the Corporations Act2001 ("Institutional Securityholder") may be invited by the Companyto subscribe for a number of securities equal to their pro rataallocation of the Rights Issue ("Institutional Entitlement Offer"),unless listing rule 7.7.1 would permit the holder not to be included inthe pro rata offer. 1.2. Entitlements not taken up by Institutional Securityholders underthe Institutional Entitlement Offer, and, if the underwritersdetermine, entitlements which would have been offered to investorsexcluded under listing rule 7.7.1 (the "Foreign Excluded Investors")are offered to other Institutional Securityholders (including suchinvestors who are not security holders as at the Record Date)through a bookbuild process conducted and completed on or beforethe Record Date ("Institutional Bookbuild"). 1.3. Institutional Securityholders and Foreign Excluded Investorswho sell down their holdings before the Record Date have their prorata allocations reduced accordingly. 1.4. All security holders, other than security holders who receive anoffer in the Institutional Entitlement Offer and Foreign ExcludedInvestors, are offered a number of securities equal to their pro rataallocations of the Entitlement Offer ("Retail Entitlement Offer"),unless listing rule 7.7.1 would permit the holder not to be included inthe pro rata offer ("Retail Foreign Excluded Investors"). 1.5. Securities are offered under the Institutional Entitlement Offerand Retail Entitlement Offer at the same price. 1.6. Related parties do not participate beyond their pro rataentitlement unless they do so pursuant to bona fide underwritingarrangements and the terms of the underwriting are included in theoffer documents to be sent to all security holders.



PAGE 29 OF 57


Basis For DecisionUnderlying PolicyDilution of holdings approval of existing security holders requiredwhere further issues of securities will significantly dilute theirholdings practical operation is to provide greater protection tosmaller holders against dilution limit on securities that may beissued without security holder approval fixed at 15% of thesecurities on issue 12 months earlier.

Present ApplicationAccelerated entitlement offer functionally equivalent tononrenounceable pro rata offer first round offer to institutionalholders second round offer to retail holders all offers at thesame price related parties do not participate beyond pro rataallocations except under disclosed underwriting commitments.



PAGE 30 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

7.1

3/11/2008

HIN


WLC080338013

The Company be granted a waiver from listing rules 7.1 and 10.11to the extent necessary to permit the Company to issue, withoutshareholder approval, New Options to Incentive Option holders,including related parties, in consideration for the cancellation of theIncentive Options currently held by them, on the followingconditions. 1. New Options are issued on the same basis to all holders in thesame class and otherwise in accordance with the Scheme. 2. Shareholders in Heartware and a Court of competent jurisdictionapprove the Scheme under Part 5.1 of the Act. 3. Full details of the issue of the New Options are set out to ASX'ssatisfaction in the Information Memorandum; and 4. The New Options are issued within 1 month of the Companybeing admitted to the official list of ASX.

Underlying PolicyDilution of holdings approval of existing securityholders requiredwhere further issues of securities will significantly dilute theirholdings limit on securities that may be issued withoutsecurityholder approval rule permits issues of securities notexceeding 15% of securities on issue 12 months earlier.

Present ApplicationEntity listing is successor entity to existing listed entity replacesexisting listed entity by scheme of arrangement New Options insuccessor entity to be issued to Incentive Option holders, includingrelated parties, to replace Incentive Options cancelled in connectionwith the transaction Incentive Options do not form part of theOptions Scheme and accordingly do not enliven exception 5 oflisting rule 7.2 waiver granted on the condition that shareholdersand a Court of competent jurisdiction approve the Scheme and thatthe New Options are issued no later than 1 month after successorentity is



PAGE 31 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

7.1

11/11/2008

IPL


WLC080342003

Based solely on the information provided, ASX Limited ("ASX"),grants Incitec Pivot Limited (the "Company") waivers from thefollowing listing rules in relation to the Company's proposedaccelerated nonrenounceable entitlement offer (the "EntitlementOffer") to raise approximately $800 million. 1. Listing rules 7.1 and 10.11 to the extent necessary to permit theCompany to conduct the Entitlement Offer without shareholderapproval, on condition that the Entitlement Offer complies with thefollowing: (a) On or before the Record Date, security holders who are believedby the Company or the lead managers to the Entitlement Offer to beexempt investors in accordance with Chapter 6D of theCorporations Act 2001 ("Exempt Investors") may be invited by theCompany to subscribe for a number of securities equal to their prorata allocation of the Entitlement Offer ("Institutional EntitlementOffer"), unless listing rule 7.7.1 would permit the holder not to beincluded in the pro rata offer. (b) Entitlements not taken up by Exempt Investors under theInstitutional Entitlement Offer, and, if the lead managers determine,entitlements which would have been offered to investors excludedunder listing rule 7.7.1 (the "Foreign Excluded Investors") areoffered to Exempt Investors through a bookbuild process conductedand completed on or before the Record Date ("InstitutionalBookbuild"). (c) Exempt Investors and Foreign Excluded Investors who sell downtheir holdings before the Record Date have their pro rata allocationsreduced accordingly. (d) All security holders, other than Exempt Investors and ForeignExcluded Investors, are offered a number of shares equal to theirpro rata allocations of the Entitlement Offer ("Retail EntitlementOffer"), unless listing rule 7.7.1 would permit the holder not to beincluded in the pro rata offer ("Retail Foreign Excluded Investors"). (e) Securities are offered under the Institutional Entitlement Offerand Retail Entitlement Offer at the same price. (f) Related parties do not participate beyond their pro rataentitlement unless they do so pursuant to bona fide underwritingarrangements and the terms of the underwriting are included in theoffer documents to be sent to all security holders.

Underlying PolicyDilution of holdings approval of existing security holders requiredwhere further issues of securities will significantly dilute theirholdings practical operation is to provide greater protection tosmaller holders against dilution limit on securities that may beissued without security holder approval fixed at 15% of thesecurities on issue 12 months earlier.



PAGE 32 OF 57


Present ApplicationAccelerated entitlement offer functionally equivalent tononrenounceable pro rata offer first round offer to institutions second round offer to other security holders all offers at the sameprice and ratio sale of entitlements not taken up completed bybookbuild with any premium distributed to nonparticipating securityholders related parties do not participate beyond pro rataallocations except under disclosed underwriting commitments.



PAGE 33 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

7.40

14/11/2008

CSR

CSR LIMITED

WLC080340002

Based solely on the information provided, ASX Limited ("ASX")grants CSR Limited (the "Company"), a waiver from the followinglisting rules to the extent necessary to permit the Company toundertake a capital raising by way of institutional placement inconjunction with an accelerated nonrenounceable entitlement offerof securities to raise approximately $400 million (the "RightsIssue"), without securityholder approval and according to thetimetable submitted to ASX. 1. Listing rules 3.20.2 and 7.40 to permit the record date for theRights Issue not to be 7 business days after the announcement ofthe Rights Issue but in accordance with a timetable submitted bythe Company, on the condition that the record date for the RightsIssue is no earlier than the fourth business day after the date thetrading halt preceding the Rights Issue commences, including thatdate, provided that the trading halt commences before the open oftrading on that day, and all other aspects of the timetable for theRights Issue are acceptable to ASX. 2. In resolution 1.1, the Company may ignore changes in securityholdings which occur after the announcement of the trading halt inthe Company's securities (other than registrations of transactionswhich were effected through ITS before the announcement). Inrespect of security holdings registered in the name of a nominee thefollowing will apply. 2.1. The nominee shall be treated as a separate security holder inrespect of securities held for each of one or more InstitutionalSecurityholders, and securities held for persons other thanInstitutional Securityholders (and accordingly, may receive bothInstitutional Entitlement Offers in respect of securities held asnominee for Institutional Securityholders and Retail EntitlementOffers in respect of securities held as nominee for other persons). 2.2. Institutional Entitlement Offers will be treated as being made tothe nominee, even where made directly to the InstitutionalSecurityholder for whom it holds.

Underlying PolicyPrescribes timetable for various corporate actions including pro rataissue (Appendix 7A, paragraph 3) maintains orderly market.




PAGE 34 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

7.40

11/11/2008

IPL


WLC080342002

Based solely on the information provided, ASX Limited ("ASX"),grants Incitec Pivot Limited (the "Company") waivers from thefollowing listing rules in relation to the Company's proposedaccelerated nonrenounceable entitlement offer (the "EntitlementOffer") to raise approximately $800 million. 1. Listing rules 3.20.2 and 7.40 to permit the record date for theEntitlement Offer (the "Record Date") not to be 7 business daysafter the announcement of the Entitlement Offer but in accordancewith a timetable submitted by the Company, on condition that theRecord Date for the Entitlement Offer is no earlier than the fourthbusiness day after the date the trading halt for the Entitlement Offercommences, including that date, provided that the trading haltcommences before the opening of trading on that day, and all otheraspects of the timetable for the Entitlement Offer are acceptable toASX.

Underlying PolicyPrescribes timetable for various corporate actions including pro rataissue (Appendix 7A, paragraph 3) maintains orderly market.




PAGE 35 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

8.2

6/11/2008

CHW


WLC080339003

The Issuer be granted a waiver from listing rule 8.2 to the extentnecessary that the Issuer need not provide an issuer sponsoredsubregister as long as the waiver of listing rule 2.1 condition 3operates.

Underlying PolicyEntity to provide issuer sponsored subregister for securities exceptwhere listing rule 8.2.1 allows for certificated subregister supportsASX market.

Present ApplicationCompanion waiver to listing rule 2.1 condition 3.



PAGE 36 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

8.10

6/11/2008

CHW


WLC080339004

ASX grants the Issuer a waiver from listing rule 8.10 to the extentnecessary to allow the Issuer to refuse to register transfers ofNotes: 1. from the date which is 4 business days before each distributionpayment date in relation to the Notes until that interest paymentdate; and 2. from the date which is 4 business days before the maturity datein relation to the Notes until that maturity date, on condition that ASX is satisfied with the settlement arrangementsthat exist in relation to the Notes to be quoted on ASX.

Underlying PolicyEntity must not interfere with transfer document relating to quotedsecurities protects integrity of ASX market.

Present ApplicationEntity required to close register of a series of Notes from the closeof business 4 business days prior to each distribution date andmaturity date enables register to be up to date on distribution dateand maturity date for that series of Notes common arrangementsfor these types of securities.



PAGE 37 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

8.21

6/11/2008

CHW


WLC080339005

ASX grants the Issuer a waiver from listing rule 8.21 to the extentthat the Issuer need not do the following. 1. In respect of transactions that are settled outside of CHESS,mark transfer forms as required by Appendix 8A. 2. In respect of transactions that are settled within the Austraclearsystem, send confirmation of a change of address to a securityholder at the holder's old address.

Underlying PolicyEntity must comply with Appendix 8A time limits for CHESSrequirements maintains orderly market supports ASTCSettlement Rules supports integrity of ASX market.

Present ApplicationTransaction in entity's securities settled outside CHESS institutional nature of the likely holders waiver granted to theextent that transactions are settled outside CHESS.



PAGE 38 OF 57


Rule Number

Date


Waiver Number

Decision

10.11

14/11/2008

CSR

CSR LIMITED

WLC080340004

Based solely on the information provided, ASX Limited ("ASX")grants CSR Limited (the "Company"), a waiver from the followinglisting rules to the extent necessary to permit the Company toundertake a capital raising by way of institutional placement inconjunction with an accelerated nonrenounceable entitlement offerof securities to raise approximately $400 million (the "RightsIssue"), without securityholder approval and according to thetimetable submitted to ASX. 1. Listing rules 7.1 and 10.11 to the extent necessary to permit theCompany to conduct the Rights Issue without security holderapproval, on condition that the Rights Issue complies with thefollowing. 1.1. On or before the Record Date, security holders who arebelieved by the Company or the underwriters to the Rights Issue tobe persons to whom offers of securities may be made without aprospectus in accordance with Chapter 6D of the Corporations Act2001 ("Institutional Securityholder") may be invited by the Companyto subscribe for a number of securities equal to their pro rataallocation of the Rights Issue ("Institutional Entitlement Offer"),unless listing rule 7.7.1 would permit the holder not to be included inthe pro rata offer. 1.2. Entitlements not taken up by Institutional Securityholders underthe Institutional Entitlement Offer, and, if the underwritersdetermine, entitlements which would have been offered to investorsexcluded under listing rule 7.7.1 (the "Foreign Excluded Investors")are offered to other Institutional Securityholders (including suchinvestors who are not security holders as at the Record Date)through a bookbuild process conducted and completed on or beforethe Record Date ("Institutional Bookbuild"). 1.3. Institutional Securityholders and Foreign Excluded Investorswho sell down their holdings before the Record Date have their prorata allocations reduced accordingly. 1.4. All security holders, other than security holders who receive anoffer in the Institutional Entitlement Offer and Foreign ExcludedInvestors, are offered a number of securities equal to their pro rataallocations of the Entitlement Offer ("Retail Entitlement Offer"),unless listing rule 7.7.1 would permit the holder not to be included inthe pro rata offer ("Retail Foreign Excluded Investors"). 1.5. Securities are offered under the Institutional Entitlement Offerand Retail Entitlement Offer at the same price. 1.6. Related parties do not participate beyond their pro rataentitlement unless they do so pursuant to bona fide underwritingarrangements and the terms of the underwriting are included in theoffer documents to be sent to all security holders.



PAGE 39 OF 57


Basis For DecisionUnderlying PolicyRequirement to obtain approval of security holders to an issue ofsecurities to related parties directed at preventing related partiesobtaining securities on advantageous terms and increasing theirholding proportionate to other holdings only unassociated securityholders' votes are counted protect security holders' interests bysupplementing the related party provisions of the Corporations Act(and whatever related party provisions apply to foreign entities).

Present ApplicationAccelerated entitlement offer functionally equivalent tononrenounceable pro rata offer first round offer to institutionalholders second round offer to retail holders all offers at the sameprice related parties do not participate beyond pro rata allocationsexcept under disclosed underwriting commitments.



PAGE 40 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

10.11

3/11/2008

HIN


WLC080338014

The Company be granted a waiver from listing rules 7.1 and 10.11to the extent necessary to permit the Company to issue, withoutshareholder approval, New Options to Incentive Option holders,including related parties, in consideration for the cancellation of theIncentive Options currently held by them, on the followingconditions. 1. New Options are issued on the same basis to all holders in thesame class and otherwise in accordance with the Scheme. 2. Shareholders in Heartware and a Court of competent jurisdictionapprove the Scheme under Part 5.1 of the Act. 3. Full details of the issue of the New Options are set out to ASX'ssatisfaction in the Information Memorandum; and 4. The New Options are issued within 1 month of the Companybeing admitted to the official list of ASX.

Underlying PolicyRequirement to obtain approval of security holders to an issue ofsecurities to related party directed at preventing related partyobtaining securities on advantageous terms and increasing theirholding proportionate to other holdings only unassociated securityholders' votes are counted protects security holders' interests bysupplementing the related party provisions of the Corporations Act2001 (Cth) (and whatever related party provisions apply to foreignentities).

Present ApplicationEntity listing is successor entity to existing listed entity replacesexisting listed entity by scheme of arrangement New Options insuccessor entity to be issued to Incentive Option holders, includingrelated parties, to replace Incentive Options cancelled in connectionwith the transaction Incentive Options do not form part of theOptions Scheme and accordingly do not enliven exception 5 oflisting rule 7.2 waiver granted on the condition that shareholdersand a Court of competent jurisdiction approve the Scheme and thatthe New Options are issued no later than 1 month after successorentity is admitted to the official list adequate disclosure ofreplacement securities to be issued in IM.



PAGE 41 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

10.11

11/11/2008

IPL


WLC080342004

Based solely on the information provided, ASX Limited ("ASX"),grants Incitec Pivot Limited (the "Company") waivers from thefollowing listing rules in relation to the Company's proposedaccelerated nonrenounceable entitlement offer (the "EntitlementOffer") to raise approximately $800 million. 1. Listing rules 7.1 and 10.11 to the extent necessary to permit theCompany to conduct the Entitlement Offer without shareholderapproval, on condition that the Entitlement Offer complies with thefollowing: (a) On or before the Record Date, security holders who are believedby the Company or the lead managers to the Entitlement Offer to beexempt investors in accordance with Chapter 6D of theCorporations Act 2001 ("Exempt Investors") may be invited by theCompany to subscribe for a number of securities equal to their prorata allocation of the Entitlement Offer ("Institutional EntitlementOffer"), unless listing rule 7.7.1 would permit the holder not to beincluded in the pro rata offer. (b) Entitlements not taken up by Exempt Investors under theInstitutional Entitlement Offer, and, if the lead managers determine,entitlements which would have been offered to investors excludedunder listing rule 7.7.1 (the "Foreign Excluded Investors") areoffered to Exempt Investors through a bookbuild process conductedand completed on or before the Record Date ("InstitutionalBookbuild"). (c) Exempt Investors and Foreign Excluded Investors who sell downtheir holdings before the Record Date have their pro rata allocationsreduced accordingly. (d) All security holders, other than Exempt Investors and ForeignExcluded Investors, are offered a number of shares equal to theirpro rata allocations of the Entitlement Offer ("Retail EntitlementOffer"), unless listing rule 7.7.1 would permit the holder not to beincluded in the pro rata offer ("Retail Foreign Excluded Investors"). (e) Securities are offered under the Institutional Entitlement Offerand Retail Entitlement Offer at the same price. (f) Related parties do not participate beyond their pro rataentitlement unless they do so pursuant to bona fide underwritingarrangements and the terms of the underwriting are included in theoffer documents to be sent to all security holders.

Underlying PolicyRequirement to obtain approval of security holders to an issue ofsecurities to related parties directed at preventing related partiesobtaining securities on advantageous terms and increasing theirholding proportionate to other holdings only unassociated securityholders' votes are counted protect security holders' interests bysupplementing the related party provisions of the Corporations Act(and whatever related party provisions apply to foreign entities).



PAGE 42 OF 57


Present ApplicationAccelerated entitlement offer functionally equivalent tononrenounceable pro rata offer first round offer to institutionalholders second round offer to retail holders all offers at the sameprice related parties do not participate beyond pro rata allocationsexcept under disclosed underwriting commitments.



PAGE 43 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

10.13.3

13/11/2008

SAU

SOUTHERN GOLD LIMITED

WLC080348001

Based solely on the information provided, ASX Limited ("ASX")grants Southern Gold Limited (the "Company") a waiver from listingrule 10.13.3 to the extent necessary to permit the following: 1. The Company's notice of meeting to approve the issue of up to$210,000 worth of shares to Michael Billing, Michael McDonald,Greg Boulton, John Anderson and Stephen Biggins in lieu ofdirectors' fees to state that the shares will be issued in 3 instalmentsat an issue price which is equal to the volume weighted averageprice ("VWAP") of the shares in the five ASX trading days prior to31 December 2008, 31 March 2009 and 30 June 2009respectively. 2. The waiver in resolution 1 is subject to the following conditions: 2.1. The Company must release the terms of the waiver to themarket no later than when the Notice is announced to the market. 2.2. The Company's annual report for any period during whichshares are issued to Michael Billing, Michael McDonald, GregBoulton, John Anderson and Stephen Biggins discloses details ofthe securities that were issued to them. 2.3. The shares issued under each tranche are issued within 30days of 31 December 2008, 31 March 2009 and 30 June 2009respectively. 2.4. The shares approved by shareholders may only be issued inrespect of entitlements to directors' fees accrued by Michael Billing,Michael McDonald, Greg Boulton, John Anderson and StephenBiggins up to 30 June 2009.

Underlying PolicyNotice of meeting requirement approval of an issue of securitiesfor listing rule 10.11 purposes statement that securities will beissued within 1 month of meeting securities must be issued beforeapproval is stale approval not vitiated by change in entity'scircumstances provides certainty to security holders.

Present ApplicationSecurities to be issued to directors inlieu of directors' fees securities to be issued at market price waiver granted on conditionthat securities are issued within the time frame stipulated andapproved by shareholders at the Annual General Meeting annualreport discloses details of relevant securities that have been beissued waiver effective only for entitlements to directors' fees up to30 June 2009 potential for dilution limited in time company mustreturn to shareholders at next AGM if it wants to continue thearrangement with directors.



PAGE 44 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

10.14

3/11/2008

HIN


WLC080338015

The Company be granted a waiver from listing rule 10.14 to theextent necessary to permit the Company to issue, withoutshareholder approval, New Options and restricted stock units("Restricted Stock Units") to its directors pursuant to the Company'semployee stock option plan and the Company's restricted stockplan (together, the "Plans") in substitution for awards of EmployeeOptions and performance rights in Heartware issued or grantedunder Heartware's corresponding ESOP and performance rightsplan on the following condition. 1. Relevant details of the Plans, and the issue or grant of securitiesunder them in substitution for the awards made to the participantsunder the corresponding Heartware plans are provided in theInformation Memorandum.

Underlying PolicyRequirement to obtain approval of security holders for an issue ofsecurities to related party even if under an employee incentivescheme directed at preventing related party obtaining securities onadvantageous terms and increasing their holding disproportionatelyto other holdings only unassociated security holders' votes arecounted protect security holders' interests by supplementing therelated party provisions of the Corporations Act (and whateverrelated party provisions apply to foreign entities).

Present ApplicationEntity is successor to an existing listed entity shareholders will beprovided with notice in IM regarding the Plans options andperformance rights replaced by equivalent securities in successorentity.



PAGE 45 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

10.18

10/11/2008

WCI

WARATAH COAL INC

WLC080350015

The Company be granted a waiver from listing rule 10.18 to theextent necessary to permit the Company upon a change of controlto pay termination benefits to Mr Peter Lynch and Mr ShaunMaskerine pursuant to the terms of the Company's existingemployment contracts with Mr Peter Lynch and Mr ShaunMaskerine.

Underlying PolicyEntity to ensure that no officer of entity will be entitled to terminationbenefits or any increase in them if a change occurs in theshareholding or control of listed entity prevents the use oftermination payments as a poison pill.

Present ApplicationCanadian incorporated company listed on TSXV Canadian lawsand TSXV Manual permit termination payments on change incontrol waiver permitted in respect of existing employmentcontracts only.



PAGE 46 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

Appendix 1A item 42

3/11/2008

HIN


WLC080338001

The Company be granted a waiver from listing rule 1.1 condition 3,paragraph 42 of Appendix 1A to the extent necessary to permit theCompany's Information Memorandum not to include a brief historyof the Company.

Underlying PolicyInformation to be provided with listing application history ofbusiness provides background information about applicant entity.

Present ApplicationEntity is successor entity to existing listed entity replaces existinglisted entity by scheme of arrangement scheme documents isinformation memorandum new entity newly incorporated, has nohistory of its own existing listed entity's business history is alreadyknown.



PAGE 47 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

Appendix 1A item 87

3/11/2008

HIN


WLC080338002

The Company be granted a waiver from listing rule 1.1 condition 3,paragraphs 87, 87A, 87B and 87C of Appendix 1A to the extentnecessary to permit the Company not to provide the financialstatements referred to in those paragraphs.

Underlying PolicyInformation to be provided with listing application historicalfinancial information to be included with listing application, and proforma financial information provides background information aboutapplicant entity.

Present ApplicationEntity listing is successor entity to existing listed entity replacesexisting listed entity by scheme of arrangement scheme documentis information memorandum new entity newly incorporated, noassets and business other than those of the existing listed entity existing listed entity's historical financial position already disclosed information memorandum contains pro forma statement of financialposition no need to include summary in information memorandum.



PAGE 48 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

Appendix 1A item 87A

3/11/2008

HIN


WLC080338003






PAGE 49 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

Appendix 1A item 87B

3/11/2008

HIN


WLC080338004






PAGE 50 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

Appendix 1A item 87C

3/11/2008

HIN


WLC080338005






PAGE 51 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

Appendix 1A item 106

3/11/2008

HIN


WLC080338006

The Company be granted a waiver from listing rule 1.1 condition 3,paragraph 106 of Appendix 1A to permit the InformationMemorandum not to include details of the Company's existing andproposed activities and level of operations, or a statement of itsmain business.

Underlying PolicyInformation to be provided with listing application details ofexisting and proposed activities and level of operations andstatement of main business provides background informationabout applicant entity.

Present ApplicationEntity listing is successor entity to existing listed company'sstructure replaces existing listed company's structure by schemeof arrangement new entity newly incorporated, has no business oroperations other than those of the existing company's structure existing listed company's level of activities and operations arealready known no need to include summary in informationmemorandum.



PAGE 52 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision


3/11/2008

HIN


WLC080338007

The Company be granted a waiver from listing rule 1.1 condition 3,paragraph 108 of Appendix 1A to permit the Company not to makea statement that the Information Memorandum contains allinformation required under the prospectus provisions of the Act, onthe condition that Heartware provides a statement to the marketthat it is in compliance with listing rule 3.1 at the time that theCompany is admitted to the official list.

Underlying PolicyRequirement for information memorandum containingprospectusstandard information provides platform for continuousdisclosure necessary to adequately inform the market.

Present ApplicationEntity is successor to listed entity same security holders andbusiness activities new legal vehicle transfer of businessactivities, etc, through scheme of arrangement continuousdisclosure of listed entity and scheme of arrangement documentssufficient to inform the market waiver granted on condition that thelisted entity confirms that it is in compliance with listing rule 3.1.



PAGE 53 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision


3/11/2008

HIN


WLC080338008

The Company be granted a waiver from listing rule 1.1 condition 3,paragraph 110 of Appendix 1A to permit the InformationMemorandum not to specify the date on which it was signed.

Underlying PolicyInformation to be provided with listing application date of signing ofinformation memorandum replicates a requirement for disclosuredocuments under the Corporations Act 2001 (Cth).

Present ApplicationEntity listing is successor entity to existing listed entity replacesexisting listed entity by scheme of arrangement scheme documentis information memorandum information memorandumdespatched to shareholders of existing listed entity after approval ofcourt date of information memorandum not necessarily that date itis signed.



PAGE 54 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision


3/11/2008

HIN


WLC080338009

The Company be granted a waiver from listing rule 1.1 condition 3,paragraph 116 of Appendix 1A to permit the Company not toinclude a statement in the Information Memorandum that theCompany will not need to raise capital in the three months after thedate of issue of the Information Memorandum.

Underlying PolicyRequirement for prospectus or Product Disclosure Statement or ifASX agrees, information memorandum provides platform forcontinuous disclosure necessary to adequately inform the market requirement in paragraph 116 of Appendix 1A that informationmemorandum state that entity has not raised capital in the previousthree months and will not raise capital in the next three monthsdemonstrates that the entity has no need for capital.

Present ApplicationEntity listing is successor entity to existing listed entity replacesexisting listed entity by scheme of arrangement new entity onlyhas assets and business of existing listed entity scheme onlyeffects a change of place of incorporation of the entity successorentity to use information memorandum (incorporates schemebooklet) rather than prospectus for the purposes of listing rule 1.1condition 3 not in substance a new listing no need to deprive theentity of the ability to raise capital, as the existing listed entity wouldhave been able to do so.



PAGE 55 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision


3/11/2008

HIN


WLC080338010

The Company be granted a waiver from listing rule 1.1 condition 3,paragraph 117 of Appendix 1A to permit the Company not toinclude a statement in the Information Memorandum that asupplementary information memorandum will be issued if theCompany becomes aware of certain matters occurring between theissue of the Information Memorandum and the date the Company'ssecurities are quoted on ASX, on condition that any such mattersare announced to the market by Heartware.

Underlying PolicyUse of information memorandum rather than a disclosure documentfor purposes of listing rule 1.1 condition 3 compliance requirementthat if material new information regarding the listed entity becomesavailable after issue of information memorandum, a supplementaryinformation memorandum must be lodged replicates requirementof the Corporations Act 2001 (Cth) in respect of supplementarydisclosure documents.

Present ApplicationEntity listing is successor entity to existing listed entity replacesexisting listed entity by scheme of arrangement informationmemorandum is scheme document scheme must be approve bycourt requirements to provide additional information governed bylaw applicable to schemes not necessary to require statement ininformation memorandum that supplementary information will beprovided.



PAGE 56 OF 57


Rule Number

Date


Waiver Number

Decision

Basis For Decision

Appendix 6A clause 2

6/11/2008

CHW


WLC080339006

The Issuer be granted a waiver from Appendix 6A paragraph 2 tothe extent necessary to permit the Trust to follow a timetable forinterest payments outlined in the Information Memorandum, oncondition that on the next business day after an interest paymentdate the Issuer tells ASX the following. 1. The record date for the next interest period. 2. The payment date for the next interest period.

Underlying PolicyEntity must comply with Appendix 6A timetable requirements forinterest payments on quoted debt securities, calls, instalments,conversion or expiry of convertible securities and despatch date maintains informed market supports integrity of ASX market.

Present ApplicationEntity's securities to pay interest monthly informationmemorandum specifies the record date to be 4 business days priorto date of payment waiver granted on condition that the entity tellsASX the relevant dates for the next interest period the business dayafter a payment has been made maintains informed market.



PAGE 57 OF 57