THIS
        DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
        
          

        

      

      


      If
        you are in any doubt as to the action you should take, you should seek your
        own
        personal financial advice immediately from your stockbroker, bank manager,
        solicitor, accountant, fund manager or other independent financial adviser
        authorised under the Financial Services and Markets Act 2000 if you are in
        the
        United Kingdom or, if you are not, another appropriately authorised independent
        financial adviser.

      


      This
        document should be read in conjunction with the accompanying Form of
        Acceptance.

      


      If
        you
        sell or have sold or otherwise transferred all of your ADSL Shares (other
        than
        pursuant to the Offer) you should forward this document and the accompanying
        documents (but not the personalised Form of Acceptance) as soon as possible
        to
        the purchaser or transferee or to the stockbroker, bank or other agent through
        whom the sale or transfer was effected. However,
        these documents must not be forwarded, distributed or transmitted in, into
        or
        from any jurisdiction where to do so would violate the laws in that
        jurisdiction. If
        you
        have sold or otherwise transferred part only of your holding of ADSL Shares
        you
        should retain these documents and contact your stockbroker, bank or other
        agent
        through whom the sale or transfer was effected.

       

        
          

        

      

      


      Recommended
        Share Offer

      For

      Asia
        Distribution Solutions Limited

      By

      Yarraman
        Winery Inc.

      


      

      Asia
        Distribution Solutions Limited

       

      
        
          

        

      

       

      A
        letter of recommendation in respect of the Offer from the Chairman of Asia
        Distribution Solutions Limited is set out on pages 2 to 10 of this
        document.

      


      Evolution
        Securities China Limited, which is authorised and regulated in the United
        Kingdom by the Financial Services Authority for the conduct of investment
        business, is acting exclusively for ADSL and for no-one else in connection
        with
        the Offer and will not be responsible to anyone other than ADSL for providing
        the protections afforded to clients of Evolution Securities China Limited,
        nor
        for providing advice in relation to the Offer or any matters referred to
        herein.

      


      To
        accept the Offer in respect of ADSL Shares held in Certificated Form, the
        Form
        of Acceptance must be completed, signed and returned together with your share
        certificate(s) and any other documents of title by post or (during normal
        business hours only) by hand to Capita Registrars, Corporate Actions, The
        Registry, 34 Beckenham Road, Kent, Beckenham, BR3 4TU
        as soon as possible and, in any event, so as to be received by Capita Registrars
        no later than 1.00 pm (London time) on 19th
        December
        2008 by following the procedure set out in the Form of Acceptance and paragraph
        11 of Part II of this document.

      


      To
        accept the Offer in respect of ADSL Depository Interests, you must first
        withdraw the underlying ADSL Shares from the ADSL Depository Interest
        arrangements by inserting your Stock Withdrawal in the usual way and in
        accordance with the established CREST procedures. You will then be sent a
        share
        certificate in respect of the underlying ADSL Shares. The Form of Acceptance
        must be completed, signed and returned together with the share certificate
        to
        Capita Registrars at the address, and in accordance with the procedures,
        set out
        above. If you are a CREST sponsored member, you must refer to your CREST
        sponsor
        as only your CREST sponsor will be able to action your
        withdrawal.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          

        
IMPORTANT
        NOTICE 
        
          

        

      

      


      ADSL
        Shareholders are reminded that the City Code does not apply to ADSL as it
        is
        incorporated in the Cayman Islands and that the Offer will not be regulated
        by
        the UK takeover authorities. The Implementation Agreement contains provisions
        as
        to the conduct of the Offer, which have been reflected in the terms of the
        Offer
        as set out in Appendix 1 of this document.

      


      The
        certificates representing the New YRMN Shares shall be restricted from resale
        in
        the United States until the New YRMN Shares have been registered for resale,
        save where an exemption from the registration requirements is available for
        any
        such resale. Upon issuance the New YRMN Shares shall bear the following
        restrictive legend:

      


      “THESE
        SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION PROVIDED BY
        REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”) AND
        HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION O R
        THE
        SECURITIES COMMISSION OF ANY STAT E OR OTHER JURISDICTION, AND, ACCORDINGLY,
        MAY
        NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
        UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTI O N F RO M,
        O R IN
        A TRAN S AC TI O N N OT S UBJE C T TO , THE RE G I S TRATI O N REQUIREMENTS
        OF
        THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
        AS
        EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
        THE
        SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

      


      After
        completion of the Offer, YRMN intends to file a registration statement with
        the
        United States Securities and Exchange Commission for the purpose of registering
        for resale all of the New YRMN Common Shares issued in connection with the
        Offer
        (including the New YRMN Common Shares created on the conversion of the New
        YRMN
        Preferred Shares). In connection with the registration of the New YRMN Common
        Shares you will need to complete and sign the Questionnaire and return it
        to
        Yarraman at Fleet House, 8-12 New Bridge Street, London, ECV4 6AL United
        Kingdom
        no later than 1:00 pm (London
        time) on 19thDecember
        2008. Your failure to return the Questionnaire to YRMN will preclude your
        New
        YRMN Common Shares from being included in the registration statement covering
        the resale of the New YRMN Common Shares. The information provided by you
        in the
        Questionnaire will be used by and relied upon by YRMN in connection with
        the
        preparation and completion of the registration statement covering the resale
        of
        the New YRMN Common Shares.

      


      ADSL
        Shareholders should be aware that, whilst they will acquire title to their
        YRMN
        Common Shares immediately upon issue, they will not be able to trade them
        for up
        to six months following their issue. Please see paragraph 13 of Part II for
        further details.

      


      The
        contact information for the transfer agent and registrar in the United States
        for YRMN Common Shares is:

      


      Pacific
        Stock Transfer Company

      500
        E.
        Warm Springs Road, Suite 240

      Las
        Vegas, NV 89119

      Telephone:
        702-361-3033

      Fax:
        702-433-1979

      Web
        address: www.pacificstocktransfer.com


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          

        

      

      FORWARD-LOOKING
        STATEMENTS 
        
          

        

      

      


      This
        document contains a number of forward-looking statements relating to YRMN
        and
        the ADSL Group with respect to, amongst others, the following: financial
        conditions; result of operations; economic conditions in which YRMN and the
        ADSL
        Group operate; the business of YRMN and the ADSL Group; future benefits of
        the
        Offer; and management plans and objectives. Yarraman considers any statements
        that are not historical facts as “forward-looking statements”. They relate to
        events and trends that are subject to risk and uncertainties that could cause
        the actual results and financial position of Yarraman and/ or the ADSL Group
        to
        differ materially from the information presented in the relevant forward-looking
        statement. When used in this document the words “estimate”, “project”, “intend”,
“aim”, “anticipate”, “believe”,
        “expect”, “should” and similar expressions, as they relate to YRMN and/or the
        ADSL Group or the management of any of them, are intended to identify such
        forward-looking statements which speak only as at the date of this document.
        Neither YRMN nor ADSL undertakes any obligation publicly to update or revise
        any
        of the forward looking statements, whether as a result of new information,
        future events or otherwise, save in respect of any requirements under applicable
        laws, the AIM Rules, the SEC Rules and other applicable
        regulations.

      


      To
        accept the Offer in respect of ADSL Shares held in Certificated Form, the
        Form
        of Acceptance must be completed, signed and returned together with your share
        certificate(s) and any other documents of title by post or (during normal
        business hours only) by hand to Capita Registrars Corporate actions, at The
        Registry 34, Beckenham Road, Beckenham Kent, BR3 4TU as soon as possible
        and, in
        any event, so as to be received by Capita Registrars no later than 1.00 pm
        (London time) on 19th
        December
        2008 by following the procedure set out in the Form of Acceptance and paragraph
        11 of Part II of this document.

      


      To
        accept the Offer in respect of ADSL Depository Interests, you must first
        withdraw the underlying ADSL Shares from the ADSL Depository Interest
        arrangements by inserting your Stock Withdrawal in the usual way and in
        accordance with the established CREST procedures. You will then be sent a
        share
        certificate in respect of the underlying ADSL Shares. The Form of Acceptance
        which must be completed, signed and returned together with the share certificate
        to Capita Registrars at the address, and in accordance with the procedures,
        set
        out above. If you are a CREST sponsored member, you must refer to your CREST
        sponsor as only your CREST sponsor will be able to action your
        withdrawal.

      


      If
        you
        have any questions relating to this document or the completion and return
        of the
        accompanying Form of Acceptance, please telephone Capita
        Registrars
        between
        9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK public
        holidays) on +44 (0)
        871 664 0321 from
        within the UK or +4420
        8639 3399 if
        calling from outside the UK. Calls to the +44 (0)
        871 664 0321 number
        cost 10
        pence
        per minute (including VAT) plus your service provider’s network extras. Calls to
        the helpline from outside the UK will be charged at applicable international
        rates. Different charges may apply to calls from mobile telephones and calls
        may
        be recorded and randomly monitored for security and training purposes. The
        helpline cannot provide advice on the merits of the Offer nor give any
        financial, legal or tax advice.

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        
          

        
CONTENTS
        
        
          

        

      

      


      
        	 	 	
                Page

              
	 	 	 
	
                EXPECTED
                  TIMETABLE OF PRINCIPAL EVENTS

              	 	
                1  
                  

              
	 	 	 
	
                PART
                  I: LETTER FROM THE CHAIRMAN OF ADSL

              	 	
                2  
                  

              
	 	 	 
	
                PART
                  II: LETTER FROM THE CHAIRMAN OF YARRAMAN

              	 	
                11

              
	 	 	 
	
                Appendix
                  1: Conditions and further terms of the Offer

              	 	
                29

              
	 	 	 
	
                Appendix
                  2: Historical financial information relating to
                  Yarraman

              	 	
                42

              
	 	 	 
	
                Appendix
                  3: Historical financial information relating to
                  ADSL

              	 	
                46

              
	 	 	 
	
                Appendix
                  4: Pro forma statement of net assets for the Enlarged
                  Group

              	 	
                49

              
	 	 	 
	
                Appendix
                  5: Additional information relating to ADSL and
                  Yarraman

              	 	
                51

              
	 	 	 
	
                Appendix
                  6: Definitions

              	 	
                64

              


      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      
        
          

        
EXPECTED
        TIMETABLE OF PRINCIPAL EVENTS 
        
          

        

      

      


      
        	
                First
                  Closing Date of the Offer

              	 	
                1:00
                  p.m. on 19th
                  December 2008

              
	 	 	 
	 	 	 
	
                Deadline
                  for return of the Questionnaire to YRMN in order for your

              	 	 
	
                New
                  YRMN Shares to be included in the registration

              	 	 
	
                statement
                  covering the resale of the New YRMN Shares:

              	 	
                1:00
                  p.m. on 19th
                  December 2008

              


      

      


      
        	
                Registration
                  of YRMN Shares for resale:

              	
                Approximately
                  6 months after Closing

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  I

              	
                LETTER
                  FROM THE CHAIRMAN OF ADSL

              


      

      


      

      Asia
        Distribution Solutions Limited

      (Incorporated
        and registered in the Cayman Islands under the Companies Law,
        Cap.22

      (Law
        3 of 1961, as consolidated and revised) of the Cayman Islands with registered
        number CT-185405)

      


      
        	
                Directors:

              	
                Registered
                  office:

              	 
	
                Michael
                  James Kingshott CVO

              	
                Codan
                  Trust Company

              
	
                (Executive
                  Chairman)

              	
                (Cayman)
                  Limited

              
	
                Steve
                  But Sun Wong (Chief
                  Executive Officer)

              	
                Cricket
                  Square

              
	
                Alan
                  Ho Yin Leung (Chief
                  Financial Officer)

              	
                Hutchins
                  Drive

              
	
                Andrew
                  Ting Koon Tan (Operations
                  Director)

              	
                P.O.
                  Box 2681

              
	 	
                Grand
                  Cayman, KY1-1111

              	 
	 	
                Cayman
                  Islands

              	 
	 	 	 
	 	
                27th
                  November 2008

              	 


      

      


      To
        ADSL Shareholders and, for information only,

      to
        holders of ADSL Options

      


      


      Dear
        ADSL
        Shareholder,

      


      RECOMMENDED
        OFFER BY YARRAMAN FOR ADSL

      


      1.
        INTRODUCTION

      


      On
        4th
        September 2008 ADSL announced that it had reached agreement with Yarraman
        on the
        terms of a recommended offer to be made by or on behalf of Yarraman for the
        entire issued and to be issued share capital of ADSL, to be satisfied by
        the
        issue of New YRMN Shares.

      


      On
        31st
        October
        2008 ADSL announced, inter
        alia,
        that
        the to be issued share capital of ADSL was to be satisfied by the issue to
        certain directors, senior managers and advisers of ADSL of approximately
        2.175
        million new YRMN Shares in consideration for their waiving their options
        and/or
        accrued remuneration rights. It also announced that, following further
        negotiations, YRMN had also reached agreement to acquire the Jugiong Vineyard
        in
        New South Wales, Australia, comprising 475 acres of vineyard and a grape
        supply
        contract which has 4 years remaining, from certain of the shareholders of
        Delta
        Dawn (who are also shareholders in YRMN). The consideration for the acquisition
        of the Jugiong Vineyard amounts to US$6 million to be satisfied by way of
        a
        two-year redeemable convertible note to be issued by YRMN, bearing interest
        at 6
        per cent per annum and the assumption of US$5 million of outstanding debt
        against the property. The acquisition of these assets by YRMN is
        interconditional with the Offer being declared unconditional in all
        respects.

      


      The
        Offer
        values the entire issued and to be issued share capital of ADSL at approximately
        US$27 million.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  I

              	
                LETTER
                  FROM THE CHAIRMAN OF ADSL 

              


      

       

      The
        purpose of this letter is to explain the background to the Offer and the
        reasons
        why the ADSL Directors consider its terms to be fair and reasonable and
        unanimously recommend that you accept the Offer. The ADSL Director Shareholders,
        have given irrevocable undertakings to accept or procure acceptance of the
        Offer
        in respect of their entire beneficial holdings of ADSL Shares amounting,
        in
        total, to 8,814,522 ADSL Shares, representing approximately 27.57 per cent
        of
        the existing issued share capital of ADSL.

      


      The
        Offer
        itself, and the action you may take in order to accept the Offer, is set
        out in
        the letter from the Chairman of Yarraman in Part II of this document. The
        conditions of the Offer are set out in Appendix 1 and additional financial
        and
        other information is set out in Appendices 2 to 5. Shareholders are reminded
        to
        read all of this document and not just this Part I.

      


      2. SUMMARY
        TERMS OF THE OFFER

      


      Under
        the
        Offer, YRMN is offering to acquire the entire issued and to be issued share
        capital of ADSL, subject to the conditions and further terms set out in Part
        II
        and Appendix 1 of this document and in the accompanying Form of Acceptance
        on
        the following basis:

      


      With
        respect to the ADSL Shareholders:

      


      
        	
                for
                  every 1 ADSL Share

              	
                1.908
                  New YRMN Common Shares

              


      

      


      With
        respect to the ADSL Director Shareholders in respect of part of their
        holdings:

      


      
        	
                for
                  every 10 ADSL Shares

              	
                1.908
                  New YRMN Preferred Shares

              


      

      


      Fractions
        of New YRMN Shares will not be allotted or issued to ADSL Shareholders who
        accept the Offer (including such holders who are deemed to accept the Offer)
        but
        will be rounded down to the nearest whole New YRMN Share.

      


      An
        offer
        of 1.908 New YRMN Common Shares for each of the 31,969,358 ADSL Shares in
        issue
        would require the issue of 60,997,535 new YRMN Common Shares. At present
        YRMN
        does not have sufficient authority to issue this number of YRMN Common Shares.
        Accordingly Yarraman will satisfy part of the consideration due under the
        Offer
        by the issue and allotment of New YRMN Preferred Shares. To simplify acceptance
        of the Offer for ADSL Shareholders, the ADSL Director Shareholders have agreed
        to accept these New YRMN Preferred Shares pro rata in exchange for some of
        their
        ADSL Shares. The ADSL Director Shareholders will receive new YRMN Common
        Shares
        in exchange for their remaining ADSL Shares. All other validly accepting
        ADSL
        Shareholders will also receive New YRMN Common Shares.

      


      Each
        New
        YRMN Preferred Share has the same rights (including in respect of voting
        and all
        dividends made, paid or declared from the time they are issued and allotted)
        as
        ten YRMN Common Shares. Accordingly the ADSL Director Shareholder will receive
        only 1.908 New YRMN Preferred Shares for every ten ADSL Shares exchanged.
        When
        the Additional YRMN Authority is granted, each New YRMN Preferred Share will
        automatically convert into ten YRMN Common Shares, thereby placing all of
        the
        ADSL Shareholders in the equal position of having received 1.908 New YRMN
        Common
        Shares for every ADSL Share held irrespective of whether they initially receive
        New YRMN Common Shares or New YRMN Preferred Shares.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  I

              	
                LETTER
                  FROM THE CHAIRMAN OF ADSL 

              


      

       

      The
        holders of ADSL Options and certain persons entitled to receive ADSL Shares
        as
        payment of outstanding remuneration or fees have also agreed to accept New
        YRMN
        Preferred Shares in return for surrendering their options and/or waiving
        their
        rights to ADSL Shares. Please refer to paragraph 9 of this Part
        I
        and paragraph 9 of Part II for further details.

      


      ADSL
        Shareholders should be aware that, whilst they will acquire title to their
        YRMN
        Shares immediately upon issue, in connection with the Offer, YRMN has agreed
        to
        seek registration of the new YRMN Shares with the SEC. As a result, ADSL
        Shareholders will not be able to trade their new YRMN Shares for up to six
        months following their issue. Please see paragraph 13 of Part II for further
        details.

      


      Based
        on
        a value of US$0.42 per YRMN Share and a US$/£ exchange rate of 1.5145 (the
        approximate rate prevailing as at 24th November
        2008), the Offer values each ADSL Share at approximately 52.9 pence and ADSL’s
        existing issued share capital at approximately £16.9 million and
        represents:

      


      
        	
              	•	
                a
                  premium of approximately 135 per cent to the Closing Price of 22.5
                  pence
                  per ADSL Share on 3rd
                  September
                  2007, being the last Business Day prior to the First Announcement;
                  and

              


      

      


      
        	
              	•	
                a
                  premium of approximately 165 per cent to the Closing Price of 20
                  pence per
                  ADSL Share on 30th
                  October 2008, being the last Business Day prior to the Second
                  Announcement.

              


      

      


      The
        Offer
        extends to any ADSL Shares unconditionally allotted or issued fully paid
        prior
        to the date on which the Offer closes (or such later date as YRMN may, subject
        to the Implementation Agreement, decide).

      


      (Assuming
        acceptance in full of the Offer, ADSL Shareholders will hold approximately
        62.5
        per cent of the enlarged issued ordinary share capital of YRMN (assuming
        the
        conversion of all New YRMN Preferred Shares into: (i) 9,200,000 YRMN Common
        Shares and based on the issued ordinary share capital of YRMN and the issued
        ordinary share capital of ADSL as at 24th
        November
        2008, and (ii) 2,425,000 YRMN
        Common Shares in exchange for the cancellation of the ADSL Options as further
        detailed in paragraph 9 of Part II of this document and for the waiver of
        accrued remuneration as further detailed in paragraph 9 of Part II of this
        document).

      


      3.
        BACKGROUND TO AND REASONS FOR RECOMMENDING THE OFFER

      


      ADSL
        was
        established in 2007 with the acquisition of a small beverage distribution
        business based in Shanghai, and a joint venture in beverages bottling based
        in
        Tianjin, by a group of Chinese and European executives with broad experience
        in
        the distribution, sales and marketing of food and beverages as well as of
        managing multinational companies.

      


      The
        ADSL
        Shares were admitted to trading on AIM on 7th
        November
        2007. ADSL’s strategy is to leverage the management team’s skills and experience
        to expand ADSL into one of the leading players in the food and beverage
        distribution industry in the PRC through organic growth complemented by
        selective acquisitions.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  I

              	
                LETTER
                  FROM THE CHAIRMAN OF ADSL

              


      

       

      ADSL
        announced its first acquisitions as an AIM Company, the purchase of beverage
        businesses in Chengdu and Shanghai, in January 2008. The completion of these
        acquisitions was announced on 27th
        August
        2008. Also on 27th
        August
        2008, ADSL announced the purchase of a major wine stock (for a price of RMB
        2
        million, satisfied by the issue of 539,000 new ADSL Shares).

      


      The
        Board
        wishes to accelerate the expansion of ADSL’s beverage distribution operations
        across the PRC and, in conjunction with this, to source large volumes of
        high
        quality wine, including wine from New World suppliers. ADSL distributes to
        over
        3,500 outlets in Shanghai and Chengdu and in order for it to build a large
        distribution platform in the PRC it needs to acquire and develop organically
        its
        operations to service more outlets in major cities which in turn will result
        in
        the need to secure more wine and beverage products at the entry, mid-priced
        and
        premium brand levels.

      


      Since
        ADSL’s admission to AIM, the ADSL Directors have considered various means to
        provide additional funding to the ADSL Group to facilitate its expansion.
        However, ADSL, in common with many small listed companies worldwide, has
        experienced weak investor sentiment throughout 2008. Recently, this has been
        accentuated by the extremely difficult conditions in all major stock markets.
        The ADSL Directors do not believe the ADSL Shareholders would support a
        significant fundraising by ADSL in the near term.

      


      In
        light
        of this, the ADSL Directors have concluded that ADSL would benefit from being
        part of a larger group with broader resources which could facilitate its
        further
        development in China. Yarraman, with its excellent wine production capabilities
        and keen interest in developing business in China, was identified as an
        attractive potential merger partner.

      


      4.
        INFORMATION ON YARRAMAN

      


      Your
        attention is drawn to Part II of this document which includes information
        on
        Yarraman and also to paragraph 5 of this Part I and Part II of this document
        which include details of Yarraman’s planned strategy for the Enlarged
        Group.

      


      5.
        THE PLANNED STRATEGY OF THE ENLARGED GROUP

      


      The
        ADSL
        Directors believe that the benefits of ADSL Shareholders accepting the Offer
        will be significant and comprise the benefits of ADSL forming part of a larger
        group including wine production assets as well as ADSL’s existing beverage
        distribution business in China, in which the ADSL Shareholders would, upon
        completion of the Offer, hold a majority of the Enlarged Group’s issued share
        capital.

      


      Yarraman
        is already providing wines to the ADSL Group for distribution in China and
        the
        first consignments are selling very well into the ADSL outlets. The Directors
        of
        Yarraman are also helping ADSL in the sourcing of additional wines from other
        suppliers in Australia and New Zealand as well as advising the Group on other
        opportunities for the supply of beverage products.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  I

              	
                LETTER
                  FROM THE CHAIRMAN OF ADSL 

              


      

       

      Following
        the Offer being declared unconditional in all respects, the YRMN Board intends
        (with the assistance of those ADSL Directors who are to join the YRMN Board)
        to
        seek to put in place additional lending facilities and, potentially, raise
        additional equity in Yarraman with the objective of facilitating the continued
        expansion of the Chinese beverage distribution businesses of the Enlarged
        Group
        through cooperation arrangements with other groups operating in the beverage
        distribution industry and by making selective acquisitions of businesses
        that
        fit the Enlarged Group’s stringent selection criteria (as well as refinancing
        Yarraman’s existing debt).

      


      ADSL
        and
        YRMN are considering the following:

      


      
        	
              	•	
                As
                  was announced on 3rd
                  September 2008 ADSL entered into a binding agreement to acquire
                  a major
                  wine stock from Shi Xuan Trading (Shanghai) Co. Ltd (“TBC”) a company
                  controlled by Timothy Yeo, a supplier of wine and other beverages
                  to
                  approximately 300 HORECA
                  and trade account outlets in the Shanghai area. ADSL had the option
                  to
                  acquire the whole of the TBC business which it now intends to do,
                  with the
                  support of Yarraman. This agreement was updated on 25th
                  November 2008 to enable Yarraman to exercise this option and for
                  consideration due to TBC thereunder to be paid by Yarraman. The
                  consideration for the Enlarged Group exercising this option is
                  the payment
                  by the Enlarged Group to the vendor Timothy Yeo of TBC RMB3 million
                  of
                  which RMB1.5 million will be paid in cash upon completion and the
                  balance
                  with the issue to the vendors of up to RMB1.5 million payable with
                  the
                  issuance of New YRMN Shares at US$0.42 per share, subject to the
                  specified
                  performance targets being achieved in the financial year ending
                  31th
                  December 2009.
                  Completion is conditional upon the Offer being declared unconditional
                  in
                  all respects, except that, in the event the Offer is not declared
                  unconditional in all respects, ADSL has a pre-emptive right, to
                  endure
                  until 30th June
                  2009, to exercise its option in TBC for the same cash consideration
                  plus
                  the issue of up to RMB1.5 million payable by the issuance of new
                  ADSL
                  Shares, subject to specified performance conditions being
                  satisfied.

              


      

      


      
        	
              	•	
                Yarraman
                  is negotiating an exclusive supply agreement with one of Australia’s
                  largest manufacturers and distributors of alcoholic beverages,
                  Independent
                  Distillers (Aust) Pty Ltd. Under the proposed agreement Yarraman
                  has
                  developed a new range of low alcohol, low carbohydrate apple ciders
                  which
                  will be supplied to Independent Distillers for exclusive distribution
                  in
                  the Australian and New Zealand markets. The YRMN Directors believe
                  that
                  shipments of the cider will commence in early 2009. The apples
                  for this
                  cider product are being supplied by Australia’s largest apple producer
                  Agrivest Holdings Ltd. One of Agrivest Holdings Ltd.’s shareholders,
                  Whinners P/L, is a significant shareholder of Yarraman. ADSL will
                  be
                  assigned an exclusive right of distribution of such cider products
                  in the
                  PRC.

              


      

      


      
        	
              	•	
                Yarraman
                  and ADSL are in negotiations with a privately-owned company based
                  in
                  Wenzhou, Zhejiang province (the “Wenzhou company”), with the objective of
                  setting up a 51:49 owned joint venture between the Enlarged Group
                  and the
                  Wenzhou company, whose purpose would be to establish in the region
                  of 50
                  additional wine malls in major cities in China either by means
                  of
                  franchise or wholly owned by such joint venture. It is currently
                  envisaged
                  that the Wenzhou party would provide cash and the Enlarged Group
                  is to
                  provide a similar total commitment, comprising some cash plus inventory.
                  Any joint venture agreement regarding this matter would be made
                  conditional upon the Offer being declared unconditional in all
                  respects
                  and ADSL being de-listed from
                  AIM.

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  I

              	
                LETTER
                  FROM THE CHAIRMAN OF ADSL

              


      

      


      
        	
              	•	
                Yarraman
                  and ADSL are in negotiations towards entering into conditional
                  non-binding
                  heads of terms pursuant to which the Enlarged Group would, conditional
                  upon the Offer being declared unconditional in all respects and
                  de-listing
                  occurring, acquire 50 per cent of the existing beverage distribution
                  business of Beijing Tian Jian Trading Company Limited which is
                  located in
                  Beijing. In the year ended 31st
                  December 2007, Beijing Tian Jian reported revenues of RMB110 million
                  and
                  net profits of RMB9 million. The Directors of ADSL and Beijing
                  Tian Jian
                  have confirmed they expect significant growth in 2009 resulting
                  from the
                  joint ability to distribute ADSL foreign brand imported products,
                  including selected Yarraman wines. It is anticipated that the purchase
                  consideration, payable by the Enlarged Group, will be in the region
                  of
                  RMB23 million which would be satisfied partly in cash at completion
                  from
                  Yarraman’s existing resources and with the balance subject to satisfactory
                  profit performance by Beijing Tian Jian during the 2009 financial
                  year by
                  way of the issue of up to RMB15 million in value of new YRMN Shares
                  to be
                  issued in proportion to Beijing Tian Jian’s audited profits in the 2009
                  financial year.

              


      

      


      6.
        CURRENT TRADING AND PROSPECTS OF ADSL

      


      ADSL
        announced its preliminary results for the period to 31st
        December
        2007 on 26th
        March
        2008. Extracted figures for this period are enclosed in Appendix 3 of this
        document. ADSL announced its unaudited results for the six months ended
        30th
        June
        2008 on 5th
        September 2008. Extracted figures for this period are also enclosed in Appendix
        3 of this document. A full copy of each document can be downloaded or reviewed
        on: www.asiadistributionsolutions.com.

      


      In
        summary, for the six months ended 30th
        June
        2008, ADSL reported turnover of approximately £2.5 million and profit for the
        period of approximately £0.2 million. As at 30th
        June
        2008, ADSL’s consolidated total equity and liabilities was approximately, £5.3
        million.

      


      Since
        30th
        June,
        the ADSL Group’s trading has continued in line with the ADSL Directors’
expectations except that there have recently been some indications that some
        of
        the ADSL Group’s secondary restaurant and other catering outlet customers in the
        Shanghai area are seeing signs of some weakness in demand from their consumers.
        Furthermore, the aftermath of the earthquake in Sichuan province in May 2008
        has
        continued to impact negatively the sales of our business in that
        region.

      


      Elsewhere,
        however, ADSL anticipates further strong growth in its wine sales, both direct
        to HORECA outlets and via the ADSL Group’s wine mall operations. The ADSL
        Directors expect shortly to enter into a new lease agreement to relocate
        the
        ADSL Group’s existing wine mall into larger premises in the centre of Shanghai,
        to be operated by the proposed JV, which will also enable the ADSL Group
        to
        benefit from increased synergies. Stephen Kulmar has been retained to assist
        with the design and implementation of the new wine mall. Stephen has spent
        the
        last 28 years of his career building a leading retail marketing agency in
        Australia. His experience covers a wide range of all retail categories from
        fashion apparel to liquor. He has worked with some of the most successful
        retail
        businesses in Australia and New Zealand, from Westfield to Woolworths to
        the
        named Warehouse Group. He recently retired from IdeaWorks to concentrate
        on
        establishing a consulting business Retail Oasis. He is also a non-executive
        director of two public companies and a shareholder/director in two successful
        privately owned retail businesses. Mr. Kulmar is 55 years old.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  I

              	
                LETTER
                  FROM THE CHAIRMAN OF ADSL

              


      

      


      As
        a
        result, the ADSL Directors are confident that trading across the ADSL Group
        as a
        whole for the year ending 31st
        December
        2008 remains broadly in line with their previous expectations.

      


      7.
        ADSL DIRECTORS’ UNDERTAKINGS

      


      The
        ADSL
        Director Shareholders have given irrevocable undertakings to accept or procure
        acceptance of the Offer from the ADSL Director Shareholders and members of
        their
        families including those shares held on trust in respect of their entire
        beneficial holdings of ADSL Shares amounting, in total, to 8,814,522 ADSL
        Shares, representing approximately 27.57 per cent of the existing issued
        share
        capital of ADSL.

      


      8.
        ADSL BOARD, MANAGEMENT AND EMPLOYEES

      


      Upon
        the
        Offer being declared wholly unconditional, Michael Kingshott CVO (Chairman
        of
        ADSL), and Steve Wong (Chief Executive Officer of ADSL), are to be appointed
        to
        the YRMN Board, as Chairman and President CEO respectively, along with Geoff
        White AO (Vice Chairman) and Stephen Kulmar, both representing the Yarraman
        shareholders, who will both be appointed as Non-Executive Directors. At that
        time, June Boo Hai Gek and Aileen Pringle will be appointed as Independent
        Non-
        Executive Directors of Yarraman. The existing YRMN Board will resign upon
        completion of the Offer.

      


      Upon
        the
        Offer being declared unconditional in all respects, the YRMN Board has confirmed
        that it is its intention that all existing employment rights, including pension
        rights, of the employees of ADSL be fully safeguarded.

      


      Further
        details of Yarraman’s commitments as regards ADSL’s management and employees are
        set out in paragraph 8 of Part II of this document.

      


      9.
        ADSL OPTIONS AND RIGHTS TO ADSL SHARES

      


      The
        ADSL
        Board understands that all the holders of ADSL Options have agreed to surrender
        their rights to their ADSL Options in return for the issue to them of New
        YRMN
        Preferred Shares and, in certain cases, an option over New YRMN
        Shares.

      


      In
        addition, certain individuals have agreed to waive their rights to receive
        ADSL
        Shares in payment of outstanding remuneration due from ADSL in return for
        the
        issue of New YRMN Preferred Shares.

      


      Further
        details of these arrangement are set out in paragraph 9 of Part II.

      


      10.
        INDUCEMENT FEE

      


      Pursuant
        to the Implementation Agreement, (i) ADSL has agreed to pay an inducement
        fee of
        US$100,000 by way of compensation in the event that, inter alia, the Offer
        is
        announced on a recommendation basis and, after such announcement the ADSL
        Directors do not recommend, or withdraw their recommendation of the Offer,
        and
        (ii) YRMN has undertaken to pay an inducement fee of US$100,000 by way of
        compensation in the event that, inter alia, the Offer is announced on a
        recommendation basis and, after such announcement the Offer is withdrawn.
        Further details are set out in paragraph 8 of Appendix 5 of this
        document.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  I

              	
                LETTER
                  FROM THE CHAIRMAN OF ADSL

              


      

      


      11.
        TAXATION

      


      Your
        attention is drawn to paragraph 10 of Part II of this document. Although
        this
        document contains certain tax-related information, if you are in any doubt
        about
        your tax position, or may be subject to taxation in any jurisdiction in addition
        to the USA, you are strongly advised to seek appropriate independent
        professional advice.

      


      12. COMPULSORY
        AC Q U ISITION, CANCELLATION OF ADMISSION TO AIM AND TERMINATION OF THE ADSL
        DEPOSITORY INTEREST ARRANGEMENTS

      


      The
        ADSL
        Directors have agreed to convene a meeting of ADSL Shareholders to consider
        and,
        if thought fit, to approve the cancellation of admission to trading of ADSL
        Shares on AIM and the re- registration of ADSL as a private company, in each
        case subject to the Offer becoming or being declared unconditional in all
        respects.

      


      Conditional
        upon the receipt of such approval and subject to the Offer being declared
        unconditional in all respects, the ADSL Directors intend to make an application
        to the London Stock Exchange to cancel the admission to trading of ADSL Shares
        on AIM. Cancellation cannot occur less than 20 Business Days following the
        Offer
        being declared unconditional in all respects and notice of cancellation being
        given.

      


      De-listing
        would significantly reduce the liquidity and marketability of any ADSL Shares
        not assented to the Offer at that time and the value of any such ADSL Shares
        will be affected as a consequence.

      


      If
        the
        Offer is declared unconditional in all respects, ADSL will give notice of
        termination of the ADSL Depositary Interest facility and arrangements to
        the
        Depositary. The Depository will then write to all existing ADSL Depository
        Interest holders notifying them of the termination of such facility and
        arrangements and the effective date of such termination.

      


      13.
        ACTION TO BE TAKEN TO ACCEPT THE OFFER

      


      To
        accept
        the Offer:

      


      
        	
              	•	
                if
                  you hold ADSL Shares in Certificated Form the Form of Acceptance
                  must be
                  completed, signed, witnessed (in the case of an individual) and
                  returned
                  (together with your share certificate(s) and/or other document(s)
                  of
                  title) so as to be received by Capita Registrars no later than
                  1.00 p.m.
                  on 19th
                  December
                  2008. A reply-paid envelope is enclosed for your convenience for
                  use in
                  the UK only; and

              


      

      


      
        	
              	•	
                to
                  accept the Offer in respect of ADSL Depository Interests, you must
                  first
                  withdraw the underlying ADSL Shares from the ADSL Depository Interest
                  arrangements by inserting your Stock Withdrawal in the usual way
                  and in
                  accordance with the established CREST procedures. You will then
                  be sent a
                  share certificate in respect of the underlying ADSL Shares. The
                  Form of
                  Acceptance must be completed, signed and returned together with
                  the share
                  certificate to Capita Registrars in accordance with the procedures,
                  set
                  out above. If you are a CREST sponsored member, you must refer
                  to your
                  CREST sponsor as only your CREST sponsor will be able to action
                  your
                  withdrawal.

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  I

              	
                LETTER
                  FROM THE CHAIRMAN OF ADSL 

              


      

       

      In
        each
        case, ADSL Shareholders should read the procedures for acceptance of the
        Offer
        set out in paragraph 11 of Part II of this document, Parts A, B and C of
        Appendix 1 of this document and the Form of
        Acceptance.

      


      Additionally,
        each ADSL Shareholder should complete and return the Questionnaire, to Yarraman
        at Fleet House, 8-12 New Bridge Street, London ECV4 6AL by no later than
        1:00 pm
        (London time) on 19th
        December
        2008.

      


      14.
        RECOMMENDATION OF THE ADSL DIRECTORS

      


      The
        ADSL Directors, who have received financial advice from Evolution, consider
        the
        terms of the Offer to be fair and reasonable. In providing advice to the
        ADSL
        Directors, Evolution has taken into account the ADSL Directors’ commercial
        assessments.

      


      Accordingly,
        the ADSL Directors unanimously recommend ADSL Shareholders to accept the
        Offer,
        as they have irrevocably undertaken to do in respect of their own beneficial
        holdings amounting, in aggregate, to 7,221,164 ADSL Shares, representing
        approximately 22.59 per cent of the existing issued share capital of
        ADSL.

      

        
          	 	
                  Yours
                    faithfully,

                
	 	
                  Michael
                    Kingshott CVO

                
	 	
                  Executive
                    Chairman

                


        

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                PART
                  II

              	
                LETTER
                  FROM THE CHAIRMAN OF
                  YARRAMAN

              


      

      


      on
        behalf of

      


      Yarraman
        Winery Inc.

      (Incorporated
        and registered in Nevada, USA) Directors:

      
        	
                Executive
                  office: William
                  J. Stubbs

              	
                700
                  Yarraman Road

              
	
                Ian
                  Long

              	 	
                Wybong

              
	
                Gary
                  Blom

              	 	
                Upper
                  Hunter Valley

              
	 	
                New
                  South Wales

              	 
	 	
                Australia
                  2333

              	 
	 	 	 
	 	
                27th
                  November 2008

              	 


      

      


      To
        ADSL Shareholders and, for information only,

      to
        ADSL option holders

      


      Dear
        ADSL
        Shareholder,

      


      RECOMMENDED
        OFFER BY YARRAMAN FOR ADSL

      


      1.
        INTRODUCTION

      


      On
        4th
        September 2008, the ADSL Board announced the terms of an offer for the entire
        issued and to be issued share capital of ADSL.

      


      Based
        on
        a value of US$0.42 per YRMN Share, the Offer values each ADSL Share at 52.9
        pence. This attributed value of US$0.42 per YRMN Share corresponds to that
        given
        to each YRMN Share upon the conversion of shareholder loans approved by the
        board of YRMN on 30th
        June
        2008, to convert AUD$5.3 million debt in Yarraman into 12,000,000 YRMN Shares
        at
        a prevailing currency exchange rate of AUD$1: US$0.95. This debt was duly
        converted into equity on 30th
        June
        2008.

      


      This
        letter contains the terms of the Offer and the procedure for acceptance thereof.
        This letter also contains certain information on ADSL and Yarraman, including
        financial information on Yarraman and ADSL which is set out in Appendix 3
        and
        Appendix 4, respectively, of this document.

      


      The
        Offer
        is conditional on, among other things, the approval of holders of at least
        one
        share more than 50 per cent of the ADSL Shares as more fully described in
        Part A
        of Appendix 1 of this document. The ADSL Board has unanimously recommended
        that
        the holders of ADSL Shares accept the Offer.

      


      The
        procedures for acceptance of the Offer are set out in paragraph 11 of this
        Part
        II and in the Form of Acceptance.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

    

    
      
        	   

	
                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

      


      
        	2.	
                SUMMARY
                  TERMS OF THE OFFER

              


      

      


      Under
        the
        Offer, YRMN is offering to acquire the entire issued and to be issued share
        capital of ADSL, subject to the conditions and further terms set out in Part
        II
        and Appendix 1 of this document and in the accompanying Form of Acceptance
        on
        the following basis:

      


      With
        respect to the ADSL Shareholders:

      


      
        	
                for every 1 ADSL Share 

              	
                1.908 New YRMN Common Shares

              


      

      


      With
        respect to the ADSL Director Shareholders in respect of part of their
        holdings:

      


      
        	
                for every 10 ADSL Shares 

              	
                1.908 New YRMN Preferred Shares

              


      

      


      Fractions
        of New YRMN Shares will not be allotted or issued to ADSL Shareholders who
        accept the Offer (including such holders who are deemed to accept the Offer)
        but
        will be rounded down to the nearest whole New YRMN Share.

      


      An
        offer
        of 1.908 New YRMN Common Shares for each ADSL Share in issue would require
        the
        issue of 60,997,535 new YRMN Common Shares. At present YRMN does not have
        sufficient authority to issue this number of YRMN Common Shares. Accordingly
        Yarraman will satisfy part of the consideration due under the Offer by the
        issue
        and allotment of New YRMN Preferred Shares. To simplify acceptance of the
        Offer
        for ADSL Shareholders, the ADSL Director Shareholders have agreed to accept
        these New YRMN Preferred Shares pro rata in exchange for some of their ADSL
        Shares. The ADSL Director Shareholders will receive New YRMN Common Shares
        in
        exchange for their remaining ADSL Shares. All other validly accepting ADSL
        Shareholders will also receive New YRMN Common Shares.

      


      Each
        New
        YRMN Preferred Share has the same rights (including in respect of voting
        and all
        dividends made, paid or declared from the time they are issued and allotted)
        as
        ten YRMN Common Shares. Accordingly the ADSL Director Shareholder will receive
        only 1.908 New YRMN Preferred Shares for every ten ADSL Shares exchanged.
        When
        the Additional YRMN Authority is granted, each New YRMN Preferred Share will
        automatically convert into ten YRMN Common Shares, thereby placing all of
        the
        ADSL Shareholders in the equal position of having received 1.908 New YRMN
        Common
        Shares for every ADSL Share held irrespective of whether they initially receive
        New YRMN Common Shares or New YRMN Preferred Shares.

      


      The
        holders of ADSL Options and certain persons entitled to receive ADSL Shares
        as
        payment of outstanding remuneration or fees have also agreed to accept New
        YRMN
        Common Shares in return for surrendering their options and/or waiving their
        rights to ADSL Shares. Please refer to paragraph 9 of Part I and paragraph
        9 of
        this Part II for further details.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      	  

	
              PART II

            	
              LETTER FROM THE CHAIRMAN OF YARRAMAN

            


       

      ADSL
        Shareholders should be aware that, whilst they will acquire title to their
        YRMN
        Shares immediately upon issue. In connection with the Offer, YRMN has agreed
        to
        seek registration of the new YRMN Shares with the SEC. ADSL Shareholders
        will
        not be able to trade their new YRMN Shares for up to six months following
        their
        issue. Please see paragraph 13 of Part II for further details.

      


      Based
        on
        a value of US$0.42 per YRMN Share and a US$/£ exchange rate of 1.5145 (the
        approximate rate prevailing as at 24th
        November
        2008), the Offer values each ADSL Share at approximately 52.9 pence and ADSL’s
        existing issued share capital at approximately £16.9 million and
        represents:

      


      
        	
              	•	
                a
                  premium of approximately 135 per cent to the Closing Price of 22.5
                  pence
                  per ADSL Share on 3rd
                  September 2007, being the last Business Day prior to the First
                  Announcement; and

              


      

      


      
        	
              	•	
                a
                  premium of approximately 165 per cent to the Closing Price of 20
                  pence per
                  ADSL Share on 30th
                  October 2008, being the last Business Day prior to the Second
                  Announcement.

              


      

      


      The
        Offer
        extends to any ADSL Shares unconditionally allotted or issued fully paid
        prior
        to the date on which the Offer closes (or such later date as YRMN may, subject
        to the Implementation Agreement, decide).

      


      Assuming
        acceptance in full of the Offer, ADSL Shareholders will hold approximately
        62.5
        per cent of the enlarged issued ordinary share capital of YRMN (assuming
        the
        conversion of all New YRMN Preferred Shares into: (i) 9,200,000 YRMN Common
        Shares and based on the issued ordinary share capital of YRMN and the issued
        ordinary share capital of ADSL as at 24th
        November
        2008, and (ii) 2,425,000 YRMN
        Common Shares in exchange for the cancellation of the ADSL Options as further
        detailed in paragraph 9 of Part II of this document and for the waiver of
        accrued remuneration as further detailed in paragraph 9 of Part II of this
        document.

      


      
        	3.	
                ADSL
                  DIRECTORS’ UNDERTAKINGS

              


      

      


      The
        ADSL
        Director Shareholders have given irrevocable undertakings to accept or procure
        acceptance of the Offer from the ADSL Director Shareholders and members of
        their
        families, including those shares held on trust, in respect of their entire
        beneficial holdings of ADSL Shares amounting, in total, to 8,814,522 ADSL
        Shares, representing approximately 27.57 per cent of the existing issued
        share
        capital of ADSL.

      


      
        	4.	
                INFORMATION
                  RELATING TO YARRAMAN

              


      

      


      Yarraman
        is a company incorporated in the State of Nevada, USA, whose operations consist
        of a vineyard and winery located in Australia. YRMN Common Shares are publicly
        traded by brokers, without market makers, and the resulting trade data (price
        and volume) are posted by the Pink Sheets (www.
        pinksheets.com)
        a
        centralized quotation service that collects and publishes market maker quotes
        for over- the-counter securities that is published by Pinks Sheets LLC. Trade
        data for YRMN Common Shares may be found under the symbol
‘YRMN.PK’.

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        	  

	
                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

       

      Yarraman
        Winery Inc., through its wholly-owned operating subsidiary in Australia,
        Yarraman Estate P/L, is one of the oldest vineyards and wineries in the Upper
        Hunter Valley which is Australia’s oldest wine growing region dating back to the
        early 1800s.

      


      Yarraman
        Estate vineyard was established in 1958 and now produces and sells premium
        (up
        to US$14 per 75cl bottle), super-premium (up to US$20 per 75cl bottle) and
        ultra-premium (over US$20 per 75cl bottle) wines. The wines are made at the
        Yarraman winery in New South Wales, Australia, where grapes are crushed,
        fermented and made into wine or blended with wines purchased from other
        vineyards for production of varietals. Wines are sold both in Australia and
        internationally, principally under the

      “Yarraman”
        label. The vineyards from which Yarraman produces wines are located in two
        regions, Wybong in the Upper Hunter Valley New South Wales, Australia and
        the
        Gundagai Region in the Central Highlands of New South Wales.

      


      The
        Upper
        Hunter Valley Wybong vineyard has a total of approximately 632 acres, of
        which
187
        acres
        are under vine and approximately 13 acres are utilized for the winery. The
        Yarraman winery was opened in 1967 and currently has a 2,300 ton processing
        facility, 1.5 million litres storage with the capacity to yield 160,000 cases.
        Only 50 per cent of this capacity is currently being utilized. The winery
        utilizes current technology in its harvesting, production and packaging of
        its
        products. Over US$10 million has been invested since 1994 on capital
        improvements to the winery and vineyard.

      


      Ian
        Long,
        Chief Winemaker and Managing Director of Yarraman Estate has over 20 years
        experience in winemaking and wine business management, including 10 years
        as
        Senior Winemaker at Rosemount Estate and 5 years as Group Operations Winemaker
        for Southcorp Wines. In his role at Southcorp, Ian was responsible for
        production optimization across the Southcorp Group of eleven company wineries
        and six contract processors, being accountable for developing the overall
        vision
        for winemaking facilities and the transition plan to achieve this vision.
        The
        Southcorp Group produces brands such as Penfolds, Lindemans, Rosemount and
        Seppelt & Wynns.

      


      Yarraman’s
        filed consolidated results for the 9 months ending 31st
        March
        2008 which have been reviewed include consolidated revenues of US$2,070,694
        and
        a net consolidated loss of US$1,498,424. Furthermore, YRMN’s pro forma unaudited
        consolidated results for the three months ended 30th
        June
        2008
        include consolidated revenues of US$733,920 and a net consolidated loss of
        US$180,782. At 30th
        June
        2008,
        Yarraman’s unaudited net assets were US$1,909,660. Such figures have been
        determined in accordance with generally accepted accounting principles in
        the
        USA, although such figures have not been audited by Yarraman’s auditor and are
        subject to change. The YRMN Directors believe that its net assets under IFRS
        would have been approximately US$8.3 million as at 30th
        June
        2008.

       

      
        	5.	
                INFORMATION
                  RELATING TO THE JUGIONG
                  VINEYARD

              


      

      


      Yarraman
        and Delta Dawn have agreed to enter into an agreement for Yarraman to acquire
        the Jugiong Vineyard from Delta Dawn. Completion of the acquisition is
        conditional on the Offer being declared unconditional in all
        respects.

      


      The
        unaudited financial results of the Jugiong vineyard for the year ended
        30th
        June
        2008
        included net revenue of approximately AUD$2.2 million with a related cost
        of
        revenue of AUD$1.2 million. Gross profit for the period totaled approximately
        AUD$1.0 million. After interest expense of AUD$0.4 million net income was
        AUD$0.6 million.

      


      
        
          
          

        

        
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                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              




      The
        consideration for the purchase of the Jugiong vineyard is US$11 million which
        is
        to be satisfied by the issue by Yarraman to Delta Dawn of a redeemable
        convertible 2 year loan note in the principal amount of US$6 million, bearing
        interest at 6 per cent per annum and, in addition, Yarraman will assume US$5
        million of debt from Delta Dawn.

      


      The
        Jugiong Vineyard property was established by a group of private investors
        in
        1998 and is located over two blocks of land totaling 650 acres comprising
        the
        Wirrilla Homestead and Wirrilla Point Block, with 475 acres under vines.
        The
        property is located just outside the township of Jugiong, a small rural town
        on
        the Hume Highway approximately 65 km from Yass, 124 km from Canberra and
        340 km
        from Sydney.

      


      The
        Jugiong Vineyard is situated within the Gundagai region which is one of four
        prescribed viticultural regions in southern New South Wales, as defined by
        the
        Australian Wine and Brandy Corporation’s Geographic Indications.

      


      Gundagai
        is a newly developed wine region, situated on what is known locally as the
        “south-west slopes” of New South Wales. It is here that the landscape and its
        mountain streams run down from the western heights of the Snowy Mountains
        towards the plains of the Riverina area. It is an undulating region varying
        between 200 and 300 metres in altitude, which is warm to hot in temperature
        with
        an even year- round rainfall though greater in the east but with relatively
        low
        humidity.

      


      Pursuant
        to the terms of its acquisition agreement with Delta Dawn, Yarraman has agreed
        to take approximately 20 per cent of the anticipated growth in grape production
        of the Jugiong Vineyard for its own private labels which it has been developing
        for the China market. The acquisition of Jugiong will be a significant
        development for the Enlarged Group as the Board believes that the wine made
        from
        the Jugiong grapes will be well suited to the Chinese market.

      


      The
        vine
        planting summary as follows:

      


      
        	 	 	
                Wirilla Homestead

              	 	
                Wirilla Point

              	 	
                Total vine planting

              	 
	
                Varietal

              	 	
                area (Ha)

              	 	
                area (Ha)

              	 	
                area (Ha)

              	 
	 	 	 	 	 	 	 	 
	
                Shiraz

              	 	 	
                75

              	 	 	
                15

              	 	 	
                90

              	 
	
                Cabernet
                  Sauvignon

              	 	 	
                27

              	 	 	
                21

              	 	 	
                48

              	 
	
                Merlot

              	 	 	
                10

              	 	 	
                1

              	 	 	
                11

              	 
	
                Semillon

              	 	 	
                10

              	 	 	
                –

              	 	 	
                10

              	 
	
                Chardonnay

              	 	 	
                9

              	 	 	
                –

              	 	 	
                9

              	 
	
                Verdelho

              	 	 	
                –

              	 	 	
                7

              	 	 	
                7

              	 
	
                Sauvignon
                  Blanc

              	 	 	
                –

              	 	 	
                6

              	 	 	
                6

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Total
                  Area

              	 	 	
                131

              	 	 	
                50

              	 	 	
                181

              	 


      

      


      Other
        well known wine brands produced within the Gundagai region include Clonakilla,
        Lark Hill, Brindabella Hills, Barwang Vineyard and Chalkers
        Crossing.

      


      
        
          
          

        

        
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                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

       

      Climatic
        averages from the Australian Bureau of Meteorology site in the neighbouring
        township of Gundagai indicate average rainfall is approximately 700 mm with
        rainfall during the growing season, between October and April, of 376 mm.
        The
        mean January temperature is approximately 23°C.

      


      
        	6.	
                BENEFITS
                  OF THE OFFER

              


      

      


      ADSL’s
        past history has shown that it can grow market share but in order to do so
        and
        to take full advantage of the growing market in China, ADSL requires working
        capital, funds for acquisitions, as well as product to provide to its
        distribution outlets.

      


      Following
        the Offer being declared unconditional in all respects, the YRMN Board intends
        (with the assistance of those ADSL Directors who are to join the YRMN Board)
        to
        seek to put in place additional lending facilities with the objective of
        facilitating the continued expansion of the Chinese beverage distribution
        businesses of the Enlarged Group through selective acquisitions of businesses
        that fit the Company’s stringent selection criteria (and refinancing Yarraman’s
        existing debt).

      


      The
        YRMN
        Board believes that the businesses of the Enlarged Group may be enhanced
        by
        following the strategy set out in paragraph 7 of this Part II below and consider
        the Offer to have the following additional benefits:

      


      
        	
              	•	
                Providing
                  direct access to the growing Chinese market for Yarraman’s
                  wines;

              


      

      


      
        	
              	•	
                Yarraman’s
                  sound understanding of the wine-making business should enhance
                  ADSL’s
                  reputation in the PRC wine market;

              


      

      


      
        	
              	•	
                The
                  ADSL Subsidiaries’ distribution network will allow Yarraman wines to
                  access the Chinese market for imported wines which is likely to
                  be among
                  the fastest growing sectors of the PRC’s rapidly developing consumer
                  arena;

              


      

      


      
        	
              	•	
                The
                  combined business will present a stronger platform from which to
                  develop a
                  substantial high-growth beverage business with its primary outlets
                  in the
                  PRC and sourcing wines worldwide with a particular strength in
                  Australia
                  and New Zealand;

              


      

      


      
        	
              	•	
                Enabling
                  the YRMN Directors to benefit from the skills of the experienced
                  management team in place at ADSL, by way of the executive directors
                  of
                  ADSL joining the YRMN Board following the closing of the
                  Offer;

              


      

      


      
        	
              	•	
                Enabling
                  the Enlarged Group to substantially grow its business in
                  China;

              


      


      
        
          
          

        

        
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              PART II

            	
              LETTER FROM THE CHAIRMAN OF YARRAMAN

            


      


      
        	
              	•	
                Yarraman
                  estate with its winemaking capabilities can provide entry level,
                  mid range
                  and super premium high level wines that are required by the growing
                  Chinese market; and

              


      

      


      
        	
              	•	
                Yarraman
                  will provide its own current wines to ADSL as well as sourcing
                  additional
                  labels and suppliers from Australia, New Zealand and other countries
                  thereby allowing the ADSL Subsidiaries’ management to concentrate on its
                  distribution network and sales in the PRC
                  market.

              


      

      


      
        	7.	
                PROPOSED
                  STRATEGY OF THE ENLARGED
                  GROUP

              


      

      


      The
        Proposed Directors of Yarraman intend to pursue a strategy whose objective
        is to
        continue the expansion of the beverage distribution business of ADSL in China
        through a combination of organic growth and selective acquisitions in
        combination with the supply of a substantial proportion of the wines from
        the
        operations of Yarraman and Jugiong through that network, whilst maintaining
        a
        strict control over costs. In particular it is anticipated that:

      


      Yarraman
        is already providing wines to the ADSL Group for distribution in China and
        the
        first consignments are selling very well into the ADSL outlets. The YRMN
        Directors are also helping ADSL in the sourcing of additional wines from
        other
        suppliers in Australia, New Zealand as well as advising the ADSL Group on
        other
        opportunities for the supply of beverage products.

      


      Following
        the Offer being declared unconditional in all respects, the YRMN Board intends
        (with the assistance of those ADSL Directors who are to join the YRMN Board)
        to
        seek to put in place additional lending facilities and, potentially, raise
        additional equity in Yarraman with the objective of facilitating the continued
        expansion of the Chinese beverage distribution businesses of the Enlarged
        Group
        through cooperation arrangements with other groups operating in the beverage
        distribution industry and by making selective acquisitions of businesses
        that
        fit the Enlarged Group’s stringent selection criteria (as well as refinancing
        Yarraman’s existing debt).

      


      ADSL
        and
        YRMN are considering the following:

      


      
        	
              	•	
                As
                  was announced on 3rd
                  September 2008 ADSL entered into a binding agreement to acquire
                  a major
                  wine stock from Shi Xuan Trading (Shanghai) Co. Ltd (“TBC”) a company
                  controlled by Timothy Yeo a supplier of wine and other beverages
                  to
                  approximately 300 HORECA
                  and trade account outlets in the Shanghai area. ADSL had the option
                  to
                  acquire the whole of the TBC business which it now intends to do,
                  with the
                  support of Yarraman. This agreement was updated on the 25thNovember
                  2008 to enable Yarraman to exercise this option and for consideration
                  due
                  to TBC thereunder to be paid by Yarraman. The consideration for
                  the
                  Enlarged Group exercising this option is the payment by the Enlarged
                  Group
                  to the vendor Timothy Yeo of TBC RMB3 million of which RMB1.5 million
                  will
                  be paid in cash upon completion and the balance with the issue
                  to the
                  vendors of up to RMB1.5 million payable with the issuance of New
                  YRMN
                  Shares at US$0.42 per share, subject to the
                  specified performance targets being achieved in the financial year
                  ending
                  31st
                  December 2009.
                  Completion is conditional upon the Offer being declared unconditional
                  in
                  all respects, except that, in the event the Offer is not declared
                  unconditional in all respects, ADSL has a pre-emptive right, to
                  endure
                  until 30th
                  June 2009, to exercise its option in TBC for the same cash consideration
                  plus the issue of up to RMB1.5 million payable by the issuance
                  of new ADSL
                  Shares, subject to specified performance conditions being
                  satisfied.

              


      


      
        
          
          

        

        
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              PART II

            	
              LETTER FROM THE CHAIRMAN OF YARRAMAN

            


      


      
        	
              	•	
                Yarraman
                  is negotiating an exclusive supply agreement with one of Australia’s
                  largest manufacturers and distributors of alcoholic beverages,
                  Independent
                  Distillers (Aust) Pty Ltd. Under the proposed agreement Yarraman
                  has
                  developed a new range of low alcohol, low carbohydrate apple ciders
                  which
                  will be supplied to Independent Distillers for exclusive distribution
                  in
                  the Australian & New Zealand markets. The YRMN Directors believe that
                  shipments of the cider will commence in early 2009. The apples
                  for this
                  cider product are being supplied by Australia’s largest apple producer
                  Agrivest Holdings Ltd. One of Agrivest Holdings Ltd.’s shareholders,
                  Whinners P/L, is a significant shareholder of Yarraman. ADSL will
                  be
                  assigned an exclusive right of distribution of such cider products
                  in the
                  PRC.

              


      

      


      
        	
              	•	
                Yarraman
                  and ADSL are in negotiations with a privately-owned company based
                  in
                  Wenzhou, Zhejiang province (the “Wenzhou company”), with the objective of
                  setting up a 51:49 owned joint venture between the Enlarged Group
                  and the
                  Wenzhou company, whose purpose would be to establish in the region
                  of 50
                  additional wine malls in major cities in China either by means
                  of
                  franchise or wholly owned by such joint venture. It is currently
                  envisaged
                  that the Wenzhou party would provide cash and the Enlarged Group
                  is to
                  provide a similar total commitment, comprising some cash plus inventory.
                  Any joint venture agreement regarding this matter would be made
                  conditional upon the Offer being declared unconditional in all
                  respects
                  and ADSL being de-listed from AIM.

              


      

      


      
        	
              	•	
                Yarraman
                  and ADSL are in negotiations towards entering into conditional
                  non-binding
                  heads of terms pursuant to which the Enlarged Group would, conditional
                  upon the Offer being declared unconditional in all respects and
                  de-listing
                  occurring, acquire 50 per cent of the existing beverage distribution
                  business of Beijing Tian Jin Trading Company Limited which is located
                  in
                  Beijing. In the year ended 31st
                  December 2007, Beijing Tian Jian reported revenues of RMB110 million
                  and
                  net profits of RMB9 million. The Directors of ADSL and Beijing
                  Tian Jian
                  have confirmed they expect significant growth in 2009 resulting
                  from the
                  joint ability to distribute ADSL foreign brand imported products,
                  including selected Yarraman wines. It is anticipated that the purchase
                  consideration, payable by the Enlarged Group, will be in the region
                  of
                  RMB23 million which would be satisfied partly in cash at completion
                  from
                  Yarraman’s existing resources and with the balance subject to satisfactory
                  profit performance by Beijing Tian Jian during the 2009 financial
                  year by
                  way of the issue of up to RMB15 million in value of new YRMN Shares
                  to be
                  issued in proportion to Beijing Tian Jian’s audited profits in the 2009
                  financial year.

              


      

      


      
        
          
          

        

        
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                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

       

      
        	8.	
                DIRECTORS,
                  MANAGEMENT AND EMPLOYEES

              


      

      


      Upon
        the
        Offer and exchange of ADSL Shares for New YRMN Shares being completed, it
        is
        intended, that the executive directors of ADSL, being Michael Kingshott CVO
        (to
        become Chairman of the Enlarged Group) and Steve Wong (to become President
        and
        CEO of the Enlarged Group), along with Geoff White (to become Vice Chairman
        of
        the Enlarged Group), Aileen Pringle, June Boo Hai Gek and Stephen Kulmar
        (each
        to become Non-Executive Directors of the Enlarged Group) will be appointed
        to
        the YRMN Board. The existing YRMN Directors will resign from the YRMN Board
        and
        Alan Leung and Andrew Tan will resign as directors of ADSL and the ADSL
        Subsidiaries without compensation.

      


      Brief
        career resumés of each Proposed Director are as follows:

      


      Michael
        Kingshott, CVO (Proposed Chairman) – Mr Kingshott is a prominent business
        executive in the City of London with over 37 years experience in property,
        shipping, transportation and logistics with considerable trading and management
        experience with Asia. Between 1981 and 1993, Mr Kingshott was managing director
        at Sally UK Holdings plc and was chairman between 1993 and 1995. Subsequently
        he
        became non-executive chairman of Embassy Property Group plc, which was acquired
        by Jacobs Holdings plc in 1995. He left Jacobs Holdings plc in 2002. He is
        currently Chairman of Serviced Office Group plc and of ADSL.

      


      Geoff
        White AO (Proposed Vice Chairman) – Geoff White: AO “Australian Order” Mr. White
        is one of Australia’s leading and most successful businessmen. He was the
        founder of White Industries Limited one of Australia’s largest civil engineering
        and construction companies involved in the construction of major public
        buildings, roads, bridges and railways throughout Australia and Asia. Mr.
        White
        through his investment company Whinners Pty Ltd is a major shareholder in
        Yarraman and Delta Dawn.

      


      Steve
        Wong (Proposed President CEO) – Mr Wong, who is based in Hong Kong, is a North
        America trained and PRC-experienced operator and strategist. As a China trade
        veteran with 25 years experience, Mr Wong spent 10 years with PepsiCo Inc.,
        where he was actively responsible for joint venture formations, government
        relations, and license agreement management and business operations. Mr Wong
        has
        also served for three years as President of Sara Lee N.V., Greater China
        and
        General Manager and Chief Executive, Asia Pacific of Dogi International Fabrics
        SA for over five years. He is CEO of ADSL.

      


      Aileen
        Pringle (Proposed Non Executive Director) – Aileen Pringle is a Chartered
        Accountant who qualified in 1986. She is a director of a number of private
        companies, where Sir Tom Farmer is a major investor.

      


      Stephen
        Kulmar (Proposed Non Executive Director) – Mr Kulmar has spent the last 28 years
        of his career building a leading retail marketing agency in Australia. His
        experience covers all retail categories from fashion apparel to liquor. He
        has
        worked with some of the most successful retail businesses in Australia and
        New
        Zealand from Westfield to Woolworths to the Warehouse Group. He recently
        retired
        from Idea Works to concentrate on establishing a consulting business Retail
        Oasis. He is also a non- executive of two public companies and a
        shareholder/director in two successful privately owned retail businesses.
        Steve
        is 55 years old.

      


      
        
          
          

        

        
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                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

       

      June
        Boo
        Hai Gek (Proposed Non Executive Director) – June Boo is based in Hong Kong and
        has worked as a strategy consultant for Boston Consulting Group,
        Pricewaterhousecoopers and Bearing Point, in New York, Singapore, Hong Kong
        and
        China. She has advised Government agencies, as well as several retail and
        consumer product multinationals and mid-sized enterprises on developing
        international expansion and product development strategies.

      


      The
        YRMN
        Board attaches great importance to the skills and experience of the existing
        management and employees of the ADSL Group, who it expects to play an important
        role in the further development of the Enlarged Group, in order to maximise
        the
        benefits of operational gearing and to improve efficiency, common best practices
        will be adopted across the Enlarged Group. This process is likely to result
        in a
        degree of back office rationalisation, however, the YRMN Board does not
        currently intend to effect a material change in any conditions of employment
        of
        the employees of the Enlarged Group upon the Offer becoming, or being declared,
        wholly unconditional and that (subject to the above) the existing employment
        rights, including pension rights, of all employees of the ADSL Group will
        be
        fully safeguarded in such circumstances. YRMN intends to maintain the key
        operating locations of both YRMN and ADSL.

      


      Upon
        the
        Offer being declared unconditional in all respects, the YRMN Board has confirmed
        that it is its intention that all existing employment rights, including pension
        rights, of the employees of ADSL be fully safeguarded.

      


      
        	9.	
                ADSL
                  SHARE OPTIONS AND RIGHTS TO ADSL
                  SHARES

              


      

      


      In
        connection with the Offer all ADSL employee options granted will be cancelled
        and not carried forward. Accordingly all ADSL employees and ADSL Directors
        holding ADSL options have agreed to surrender such ADSL Options conditional
        upon
        the issue to them of the following number of New YRMN Preferred
        Shares:

      


      
        	
                M
                  J
                  Kingshott

              	 	 	
                53,000

              	 
	
                Steve
                  Wong

              	 	 	
                17,000

              	 
	
                Alan
                  Leung

              	 	 	
                3,000

              	 
	
                Sai
                  Hung Wong

              	 	 	
                7,000

              	 
	
                Shah
                  Saleh

              	 	 	
                1,000

              	 
	
                Andrew
                  Tan

              	 	 	
                6,500

              	 
	
                Woodstock
                  Sze

              	 	 	
                12,500

              	 
	 	 	 	 	 
	
                Total

              	 	 	
                100,000

              	 


      

      


      In
        addition, Evolution has agreed to surrender its ADSL Options in respect of
        613,520 ADSL Shares conditional upon the offer being declared unconditional
        in
        all respects and upon the following:

      


      
        	
              	•	
                The
                  issue by YRMN to Evolution of a total of 450,000 New YRMN Preferred
                  Shares
                  for zero consideration; plus

              


      

      


      
        
          
          

        

        
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                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

       

      
        	
              	•	
                The
                  grant by YRMN to Evolution of an option over 656,689 new YRMN Common
                  Shares at an exercise price of US$0.42 per new YRMN Common Share,
                  such
                  option to be capable of exercise in part or in full at any time
                  until
                  7th
                  November 2012. The full terms of this option will track those of
                  the ADSL
                  options that Evolution has agreed to surrender and will be set
                  out in an
                  option agreement to be entered into between YRMN and Evolution
                  upon
                  completion of the Offer.

              


      

      


      Michael
        Kingshott and Andrew Tan have agreed to waive their accrued remuneration
        rights
        against ADSL
        in
        consideration of the issue of 25,000 and 20,500 New YRMN Preferred Shares,
        respectively (convertible
        into an aggregate of 455,000 YRMN Common Shares).

      


      
        	10.	
                MATERIAL
                  U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S.
                  HOLDERS

              


      

      


      The
        following is a summary of material U.S. federal income and estate tax
        consequences of the ownership and disposition of the New YRMN Shares by a
        non-U.S. holder. For purposes of this discussion, a non-U.S. holder is any
        beneficial owner that for U.S. federal income tax purposes is not a U.S.
        person;
        the term U.S. person means:

      


      
        	
              	•	
                an
                  individual citizen or resident of the
                  U.S.;

              


      

      


      
        	
              	•	
                a
                  corporation or other entity taxable as a corporation created or
                  organized
                  in the U.S. or under the laws of the U.S. or any political subdivision
                  thereof;

              


      

      


      
        	
              	•	
                an
                  estate whose income is subject to U.S. federal income tax regardless
                  of
                  its source; or

              


      

      


      
        	
              	•	
                a
                  trust (x) whose administration is subject to the primary supervision
                  of a
                  U.S. court and which has one or more U.S. persons who have the
                  authority
                  to control all substantial decisions of the trust or (y) which
                  has made an
                  election to be treated as a U.S.
                  person.

              


      

      


      An
        individual may, in certain cases, be treated as a resident of the U.S., rather
        than a nonresident, among other ways, by virtue of being present in the U.S.
        on
        at least 31 days in that calendar year and for an aggregate of at least 183
        days
        during the three-year period ending in that calendar year (counting for such
        purposes all the days present in the current year, one-third of the days
        present
        in the immediately preceding year and one-sixth of the days present in the
        second preceding year). Residents are subject to U.S. federal income tax
        as if
        they were U.S. citizens.

      


      If
        a
        partnership, a pass-through entity treated as a partnership for U.S. federal
        income tax purposes, or an entity treated as a disregarded entity for U.S.
        federal income tax purposes holds common stock, the tax treatment of an owner
        of
        such entity will generally depend on the status of the owner and upon the
        activities of the entity. Accordingly, we urge such entities which hold YRMN
        Common Shares and owners in these entities to consult their tax
        advisors.

       

      
        
          
          

        

        
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                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              




      This
        discussion assumes that non-U.S. holders will acquire YRMN Common Shares
        pursuant to the Offer and will hold YRMN Common Shares as a capital asset
        (generally, property held for investment). This discussion does not address
        all
        aspects of U.S. federal income taxation that may be relevant in light of
        a
        non-U.S. holder’s special tax status or special tax situations. U.S.
        expatriates, controlled foreign corporations, passive foreign investment
        companies, corporations that accumulate earnings to avoid federal
        income tax, life insurance companies, tax-exempt organizations, dealers in
        securities or currencies, brokers, banks or other financial institutions,
        certain trusts, hybrid entities, pension funds and investors that hold common
        stock as part of a hedge, straddle or conversion transaction are among those
        categories of potential investors that are subject to special rules not covered
        in this discussion. This discussion does not consider the tax consequences
        for
        partnerships, entities classified as a partnership for tax purposes, or persons
        who hold their interests through a partnership or other entity classified
        as a
        partnership for U.S. federal income tax purposes. This discussion does not
        address any U.S. federal gift tax consequences, or state or local or non-U.S.
        tax consequences. Furthermore, the following discussion is based on current
        provisions of the Internal Revenue Code of 1986, as amended, and Treasury
        Regulations and administrative and judicial interpretations thereof, all
        as in
        effect on the date hereof, and all of which are subject to change, possibly
        with
        retroactive effect.

      


      (a)
        Dividends

      


      Yarraman
        does not plan to pay any dividends on its common stock for the foreseeable
        future. However, if Yarraman does pay dividends on YRMN Common Shares, those
        payments will constitute dividends to the extent paid from its current or
        accumulated earnings and profits, as determined under U.S. federal income
        tax
        principles. To the extent those dividends exceed Yarraman’s current and
        accumulated earnings and profits, the dividends will constitute a return
        of
        capital and will first reduce a holder’s basis, but not below zero, and then
        will be treated as gain from the sale of stock.

      


      The
        gross
        amount of any dividend (out of earnings and profits) paid to a non-U.S. holder
        of common stock generally will be subject to U.S. withholding tax at a rate
        of
        30 per cent unless the holder is entitled to an exemption from or reduced
        rate
        of withholding under an applicable income tax treaty. To receive a reduced
        treaty rate, prior to the payment of a dividend a non-U.S. holder must provide
        us with a properly completed IRS Form W-8BEN (or successor form) certifying
        qualification for the reduced rate.

      


      Dividends
        received by a non-U.S. holder that are effectively connected with a U.S.
        trade
        or business conducted by the non-U.S. holder (or dividends attributable to
        a
        non-U.S. holder’s permanent establishment in the U.S. if an income tax treaty
        applies) are exempt from this withholding tax. To obtain this exemption,
        prior
        to the payment of a dividend a non-U.S. holder must provide us with a properly
        completed IRS Form W-8ECI (or successor form) properly certifying this
        exemption. Effectively connected dividends (or dividends attributable to
        a
        permanent establishment), although not subject to withholding tax, are subject
        to U.S. federal income tax at the same graduated rates applicable to U.S.
        persons, net of certain deductions and credits. In addition, dividends received
        by a corporate non-U.S. holder that are effectively connected with a U.S.
        trade
        or business of the corporate non-U.S. holder (or dividends attributable to
        a
        corporate non-U.S. holder’s permanent establishment in the U.S. if an income tax
        treaty applies) may also be subject to a branch profits tax at a rate of
        30 per
        cent (or such lower rate as may be specified in an income tax
        treaty).

      


      A
        non-U.S. holder who provides Yarraman with an IRS Form W-8BEN or an IRS Form
        W-8ECI will be required to periodically update such form.

      


      A
        non-U.S. holder of YRMN Common Shares that is eligible for a reduced rate
        of
        withholding tax pursuant to an income tax treaty may obtain a refund of any
        excess amounts currently withheld if an appropriate claim for refund is timely
        filed with the IRS.

      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      
        	  

	
                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

       

      (b) Gain
        on Disposition of YRMN Common Shares

      


      A
        non-U.S. holder generally will not be subject to U.S. federal income or
        withholding tax on gain realized on the sale or other disposition of YRMN
        Common
        Shares unless:

      


      
        	
              	•	
                the
                  gain is effectively connected with a U.S. trade or business of
                  the
                  non-U.S. holder (or attributable to a permanent establishment in
                  the U.S.
                  if an income tax treaty applies), which gain, in the case of a
                  corporate
                  non-U.S. holder, must also be taken into account for branch profits
                  tax
                  purposes;

              


      

      


      
        	
              	•	
                the
                  non-U.S. holder is an individual who is present in the U.S. for
                  a period
                  or periods aggregating 183 days or more during the calendar year
                  in which
                  the sale or disposition occurs and certain other conditions are
                  met;
                  or

              


      

      


      
        	
              	•	
                YRMN
                  Common Shares constitute a U.S. real property interest by reason
                  of
                  Yarraman’s status as a “U.S. real property holding corporation” for U.S.
                  federal income tax purposes at any time within the shorter of the
                  five-year period preceding the disposition or the holder’s holding period
                  for YRMN Common Shares. We believe that we are not currently, and
                  that we
                  are not likely to become, a “U.S. real property holding corporation” for
                  U.S. federal income tax purposes.

              


      

      


      If
        we
        were to become a U.S. real property holding corporation, so long as our YRMN
        Common Shares are regularly traded on an established securities market and
        continues to be so traded, a non-U. S. holder would be subject to U.S. federal
        income tax on any gain from the sale, exchange or other disposition of shares
        of
        YRMN Common Shares, by reason of such U.S. real property holding corporation
        status, only if such non-U.S. holder actually or constructively owned, more
        than
        5 per cent of YRMN Common Shares in issue at any time during the shorter
        of the
        five-year period preceding the disposition or the holder’s holding period for
        Yarraman common stock.

      


      (c)
        Backup Withholding and Information Reporting

      


      Generally,
        we must report annually to the IRS the amount of dividends paid, the name
        and
        address of the recipient, and the amount, if any, of tax withheld. A similar
        report is sent to the holder. Pursuant to income tax treaties or other
        agreements, the IRS may make its reports available to tax authorities in
        the
        non-U.S. holder’s country of residence.

      


      Payments
        of dividends or of proceeds on the disposition of stock made to a non-U.S.
        holder may be subject to additional information reporting and backup withholding
        (currently at a rate of 28 per cent). Backup withholding will not apply if
        the
        non-U.S. holder establishes an exemption, for example, by properly certifying
        its non-U.S. status on an IRS Form W-8BEN (or successor form). Notwithstanding
        the foregoing, backup withholding may apply if either we or our paying agent
        has
        actual knowledge, or reason to know, that the holder is a U.S.
        person.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
        	  

	
                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

       

      Backup
        withholding is not an additional tax. Rather, the U.S. income tax liability
        of
        persons subject to backup withholding will be reduced by the amount of tax
        withheld. If withholding results in an overpayment of U.S. federal income
        tax, a
        credit or refund may be obtained, provided that the required information
        is
        furnished to the IRS in a timely manner.

      


      (d)
        Federal Estate Tax

      


      If
        an
        individual non-U.S. holder is treated as the owner, or has made certain lifetime
        transfers, of an interest in our common stock then the value thereof will
        be
        included in his or her gross estate for U.S. federal estate tax purposes,
        and
        such individual’s estate may be subject to U.S. federal estate tax unless an
        applicable estate tax or other treaty provides otherwise.

      


      This
        discussion is for general purposes only. ADSL Shareholders are strongly urged
        to
        consult their own tax advisors regarding the application of the U.S. federal
        income and estate tax laws to their particular situations and the consequences
        under U.S. federal gift tax laws, as well as foreign, state, and local laws
        and
        tax treaties.

      


      11.
        PROCEDURE FOR ACCEPTANCE OF THE OFFER

      


      This
        paragraph should be read in conjunction with Appendix I to this document
        and, in
        respect of ADSL Shares held in certificated form, the notes on the accompanying
        Form of Acceptance, which shall be deemed to be incorporated into, and form
        part
        of, the terms of this Offer.

      


      If
        you
        hold your ADSL Shares in Certificated Form, you may only accept the Offer
        in
        respect of such shares by completing and returning the enclosed Form of
        acceptance in accordance with the procedure set out in below. If you hold
        your
        ADSL Shares in Certificated Form, but under different designations, you should
        complete a separate Form of acceptance for each designation. Additional Forms
        of
        Acceptance are available from Capita Registrars, The Registry, 34, Beckenham
        Road, Beckenham Kent, BR3 4TU.

      


      To
        accept
        the Offer in respect of ADSL Depository Interests, you must first withdraw
        the
        underlying ADSL Shares from the ADSL Depository Interest arrangements by
        inserting your Stock Withdrawal in the usual way and in accordance with the
        established CREST procedures. You will then be sent a share certificate in
        respect of the underlying ADSL Shares. The Form of Acceptance which must
        be
        completed and returned together with the share certificate in accordance
        with
        the procedure set out below. If you are a CREST sponsored member, you must
        refer
        to your CREST sponsor as only your CREST sponsor will be able to action your
        withdrawal message.

      


      IT
        IS IMPORTANT THAT YOU ALLOW SUFFICIENT TIME (A MINIMUM OF 3 DAYS) FOR THE
        PROCESSING OF YOUR STOCK WITHDRAWAL AND THE ISSUANCE OF YOUR SHARE
        CERTIFICATE

      


      (a)
        To accept the Offer and receive New YRMN Shares for your ADSL
        Shares

      


      You
        should complete Box 1 and also sign Box 2 of the enclosed Form of Acceptance
        in
        the presence of a witness, who should also sign in accordance with the
        instructions printed thereon.

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      
        	  

	
                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

       

      If
        you do
        not insert a number in Box 1 or you insert a number greater than your total
        holding of ADSL Shares on the register, a valid acceptance will be deemed
        to be
        made in respect of all of the ADSL Shares held by you in certificated
        form.

      


      (b) Return
        of Form of Acceptance

      


      The
        completed and signed Form of Acceptance, together with your share certificate(s)
        for such ADSL Shares and/or other document(s) of title, should be returned
        by
        post or (during normal business hours only) by hand to Capita Registrars,
        Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
        as
        soon as possible and, in any event, so as to arrive no later than 1:00 p.m.
        on
        19th
        December
        2008. A reply-paid envelope (valid for posting in the UK only) is enclosed
        for
        your convenience. No acknowledgement of receipt of documents will be
        given.

      


      (c) Share
        Certificates not readily available or lost

      


      If
        your
        ADSL Shares are in Certificated Form but your share certificate(s) and/or
        other
        document(s) of title is/are lost or not readily available, you should
        nevertheless complete, sign and return the Form of Acceptance as stated above
        so
        as to be received by Capita Registrars, Corporate Actions, The Registry,
        34
        Beckenham Road, Beckenham, Kent BR3 4TU by no later than 1:00 p.m. on
        19th
        December
        2008. You should send with the Form of Acceptance any share certificate(s)
        and/or other document(s) of title which you may have available accompanied
        by a
        letter stating that the remaining documents will follow as soon as possible
        or
        that you have lost one or more of your share certificate(s) and/or other
        document(s) of title. If not readily available, you should then arrange for
        the
        relevant share certificate(s) and other document(s) of title to be forwarded
        as
        soon as possible thereafter. No acknowledgement of receipt of documents will
        be
        given. In the case of loss, you should write as soon as possible to Capita
        Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,
        Kent
        BR3 4TU requesting a letter of indemnity for lost share certificate(s) and/or
        other document(s) of title which, when completed in accordance with the
        instructions given, should be returned by post or by hand to Capita Registrars
        as above.

      


      (d) Validity
        of acceptances

      


      Without
        prejudice to Appendix I to this document, YRMN reserves the right, subject
        to
        the terms of the Offer, to treat as valid, in whole or in part, any acceptance
        of the Offer in relation to ADSL Shares which is not entirely in order or
        which
        is not accompanied by (as applicable) the relevant share certificate(s) and/or
        other document(s) of title. In that event, no settlement will be made until
        after the relevant share certificate(s) and/or other document(s) of title
        or
        indemnities satisfactory to YRMN have been received.

      


      (e)
        General

      


      YRMN
        will
        make an appropriate announcement if any of the details contained in paragraphs
        (a) to (d)
        above
        change for any reason.

      


      If
        you are in any doubt as to the procedure for acceptance, please contact Capita
        Registrars by telephone on 0871 664 0321 (or if calling from outside the
        UK on
        +44 20 8639 3399) or at the address in paragraph 11(b) above. You are reminded
        that if you are a CREST sponsored member, you should contact your CREST sponsor
        before taking any action.

      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      
        	  

	
                PART II

              	
                LETTER FROM THE CHAIRMAN OF YARRAMAN

              


      

      


      
        	12.	
                SETTLEMENT

              


      

      


      Upon
        Closing, Yarraman’s stock transfer agent will be instructed by Yarraman to issue
        the New YRMN Shares to the accepting ADSL Shareholders. The New YRMN Shares
        will
        be delivered directly to the ADSL Shareholders.

      


      The
        contact information for the transfer agent and registrar in the United States
        for YRMN Common Shares is:

      


      Pacific
        Stock Transfer Company

      500
        E.
        Warm Springs Road, Suite 240

      Las
        Vegas, NV 89119

      Telephone:
        702 361-3033

      Fax:
        702
        433-1979

      Web
        address: www.pacificstocktransfer.com


      


      13.
        REGISTRATION OF THE YARRAMAN SHARES

      


      After
        the
        completion of the Offer, Yarraman intends to file a registration statement
        with
        the SEC for the registration of the resale of the New YRMN Common Shares
        (including those to be created on conversion of the New YRMN Preferred Shares).
        This process is expected to take up to approximately 6 months from the date
        that
        such registration statement is filed with the SEC.

      


      In
        connection with the registration of the New YRMN Common Shares you will need
        to
        complete and sign the Questionnaire and return it to Yarraman at Fleet House,
        8-12 New Bridge Street, London, ECV4 6AL United Kingdom by no later than
        1:00 pm
        (London time) on 19th
        December
        2008. Your failure to return the Questionnaire to YRMN will preclude your
        New
        YRMN Common Shares from being included in the registration statement covering
        the resale of the New YRMN Common Shares. The information provided by you
        in the
        Questionnaire will be used by and relied upon by YRMN in connection with
        the
        preparation and completion of the registration statement covering the resale
        of
        the New YRMN Common Shares.

      


      Upon
        the
        SEC declaring the registration statement covering the resale of the YRMN
        Common
        Shares effective, holders of the YRMN Common Shares may sell the YRMN Common
        Shares without restriction. In the event that the registration statement
        covering the resale of the YRMN Common Shares has not been declared effective
        by
        the SEC within 6 months from the date that the YRMN Common Shares are issued
        to
        the ADSL shareholders, then the YRMN Common Shares may be sold pursuant to
        Rule
        144 of the Securities Act.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    
       

      
        
          	 	 
	
                  PART
                    II

                	
                  LETTER
                    FROM THE CHAIRMAN OF
                    YARRAMAN

                


        

      

      
         

      

      Rule
        144

       

      The
        SEC
        has recently adopted amendments to Rule 144 which became effective on
        15th
        February
        2008 and apply to securities acquired both before and after that date. Under
        Rule 144 as in effect on the date of this document, a person who has
        beneficially owned restricted shares of our common stock (which the New YRMN
        Shares constitute) for at least six months is entitled to sell their securities
        without limitation provided that: (i) such person is not deemed to have been
        one
        of our affiliates at the time of, or at any time during the three months
        preceding, a sale and (ii) we are subject to the Securities Exchange Act
        of
        1934, as amended, periodic reporting requirements for at least three months
        preceding the sale and are current in such filings. Persons who have
        beneficially owned restricted shares of our common stock for at least six
        months
        but who are our affiliates at the time of, or any time during the three months
        preceding, a sale, are subject to additional restrictions, by which such
        persons
        are entitled to sell within any three- month period only a number of securities
        that does not exceed the greater of either of the following:

       

      
        	
              	•	
                1
                  per cent of the number of ordinary shares then outstanding, which
                  will
                  equal 91,666 ordinary
                  shares immediately after this offering;
                  and

              


      

      


      
        	
              	•	
                the
                  average weekly trading volume of our ordinary shares during the
                  four
                  calendar weeks preceding the filing of a notice on Form 144 with
                  respect
                  to the sale,

              


      

      


      provided,
        in each case, that we are subject to the Exchange Act periodic reporting
        requirements for at least three months preceding the sale. Such sales must
        also
        comply with the manner of sale, current public information and notice provisions
        of Rule 144.

      


      After
        one
        year has elapsed from the date that the New YRMN Common Shares were issued
        to
        the ADSL shareholders, the New YRMN Common Shares may be sold without
        restriction, regardless of whether we are then subject to, or current in,
        the
        Securities Exchange Act of 1934, as amended, however, persons that are deemed
        to
        be our “affiliates” will continue to be subject to the volume limitations, as
        described above.

      


      An
        “affiliate” would generally be defined as an officer, director or holder of 10
        per cent or more shareholders of YRMN Common Shares.

      


      
        	14.	
                C
                  A NCELLATION OF ADMI SS ION TO AIM, COMPUL S ORY AC Q U I S ITION
                  AND
                  TERMINATION OF THE ADSL DEPOSITORY INTEREST
                  ARRANGEMENTS

              


      

      


      The
        ADSL
        Directors have agreed to convene a meeting of ADSL Shareholders to consider
        and,
        if thought fit, to approve the cancellation of admission to trading of ADSL
        Shares on AIM and the re- registration of ADSL as a private company, in each
        case subject to the Offer becoming or being declared unconditional in all
        respects.

      


      Conditional
        upon the receipt of such approval and subject to the Offer becoming or being
        declared unconditional in all respects, the ADSL Directors intend to make
        an
        application to the London Stock Exchange to cancel the admission to trading
        of
        ADSL Shares on AIM. Notice of such cancellation will commence not less than
        20
        Business Days following the Offer becoming or being declared wholly
        unconditional.

      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      
        
          	 	 
	
                  PART
                    II

                	
                  LETTER
                    FROM THE CHAIRMAN OF
                    YARRAMAN

                


        

         

        De-listing
          would significantly reduce the liquidity and marketability of any ADSL
          Shares
          not assented to the Offer at that time and the value of any such ADSL Shares
          will be affected as a consequence.

        


        If
          Yarraman receives acceptances under the Offer in respect of and/or otherwise
          acquires 90 per cent of more in value of the ADSL Shares and if all the
          other
          conditions of the Offer have been satisfied or waived, Yarraman intends
          to
          exercise its right pursuant to Section 88 of the Companies Law (2007
Revision)
          of the Cayman Islands (“Section 88”) to acquire compulsorily any remaining ADSL
          Shares in respect of which acceptances have not then been received on the
          same
          terms as the Offer. Section 88 provides that where a scheme involving the
          transfer of the shares or any class of shares in a company to another company
          (the “transferee company”) has within four months of the making of such offer
          been approved by the holders of not less than 90 per cent in value of the
          shares
          affected, then the transferee company may give notice (at any time within
          two
          months after the expiry of such four month period) to acquire the remaining
          shares. A dissenting shareholder has the right upon receipt of the notice
          of a
          purchaser to make an application to the court for an order as the court
          sees
          fit. The purchaser must within one month of the notice or, where application
          is
          being made to the court, after the application has been disposed of, pay
          to the
          Cayman Islands’ company the purchase price for the shares.

        


        If
          the
          Offer is declared unconditional in all respects, ADSL will give notice
          of
          termination of the ADSL Depositary Interest facility and arrangements to
          the
          Depositary. The Depository will then write to all existing ADSL Depository
          Interest holders notifying them of the termination of such facility and
          arrangements and the effective date of such termination.


        


        15.
          ACTION TO BE TAKEN

        


        To
          accept the Offer in respect of ADSL Shares held in Certificated Form the
          Form of
          Acceptance must be completed, signed and returned together with your share
          certificate(s) and any other documents of title by post or (during normal
          business hours only) by hand to Capita Registrars, Corporate Actions, The
          Registry, 34 Beckenham Road, Kent, Beckenham, BR3 4TU as soon as possible
          and,
          in any event, so as to be received by Capita no later than 1:00 pm (London
          time)
          on 19th
          December
          2008. by following the procedure set out in the Form of Acceptance and
          paragraph
          11 of this Part II.

        


        To
          accept the Offer in respect of ADSL Depository Interests, you must first
          withdraw the underlying ADSL Shares from the ADSL Depository Interest
          arrangements by inserting your Stock Withdrawal in the usual way and in
          accordance with the established CREST procedures. You will then be sent
          a share
          certificate in respect of the underlying ADSL Shares. The Form of Acceptance
          must be completed, signed and returned together with the share certificate
          to
          Capita Registrars at the address, and in accordance with the procedures,
          set out
          above. If you are a CREST sponsored member, you must refer to your CREST
          sponsor
          as only your CREST sponsor will be able to action your
          withdrawal.

        


        Yours
          faithfully,
William
          J. Stubbs
Chairman

        


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        PART
          A


        


        CONDITIONS
          OF THE OFFER


        


        The
          Offer
          is subject to the following conditions:


        


        
          	
                	(a)	
                  valid
                    acceptances being received (and not, where permitted, withdrawn)
                    by not
                    later than 1.00 p.m. on the First Closing Date (or such later
                    time(s)
                    and/or date(s) as YRMN may, in consultation with the ADSL Board,
                    decide)
                    in respect of not less than one share more than 50 per cent (or
                    such lower
                    percentage as YRMN may decide) in nominal value of the ADSL Shares
                    to
                    which the Offer relates provided that this condition shall not
                    be
                    satisfied unless YRMN and/or any of its wholly-owned subsidiaries
                    shall
                    have acquired or agreed to acquire, whether pursuant to the Offer
                    or
                    otherwise, ADSL Shares carrying in aggregate more than 50 per
                    cent of the
                    voting rights then normally exercisable at general meetings of
                    ADSL
                    (including for this purpose, any voting rights attaching to any
                    ADSL
                    Shares which may be unconditionally allotted or issued before
                    the Offer
                    becomes or is declared unconditional as to acceptances, whether
                    pursuant
                    to the exercise of any outstanding conversion or subscription
                    rights or
                    otherwise);

                


        

         

        
          	
                	(b)	
                  save
                    as Disclosed, there being no provision of any agreement, arrangement,
                    license, permit, lease or other instrument to which any member
                    of the ADSL
                    Group is a party or by or to which any such member or any of
                    its assets
                    would be reasonably likely to be bound, entitled or subject,
                    which as a
                    consequence of the Offer or the proposed acquisition of any shares
                    or
                    other securities in ADSL or because of a change in the control
                    or
                    management of the ADSL Group or otherwise, would or could reasonably
                    be
                    expected to result in, to an extent which is or would reasonably
                    be
                    expected to be material in the context of the ADSL Group taken as a
                    whole:

                


        

        


        
          	
                	(i)	
                  any
                    monies borrowed by or any other indebtedness (actual or contingent)
                    of, or
                    grant available to any such member, being or becoming repayable
                    or capable
                    of being declared repayable immediately or earlier than their
                    or its
                    stated maturity date or repayment date or the ability of any
                    such member
                    to borrow monies or incur any indebtedness being withdrawn or
                    inhibited or
                    being capable of becoming or being withdrawn or
                    inhibited;

                


        

        


        
          	
                	(ii)	
                  any
                    such agreement, arrangement, licence, permit, lease or instrument
                    or the
                    interest or business of any such member or the rights, liabilities,
                    obligations or interests of any such member thereunder being
                    terminated or
                    adversely modified or affected or any obligation or liability
                    arising or
                    any adverse action being taken or arising
                    thereunder;

                


        

        


        
          	
                	(iii)	
                  any
                    assets or interests of any such member being or falling to be
                    disposed of
                    or charged or any right arising under which any such asset or
                    interest
                    could be required to be disposed of or charged or could cease
                    to be
                    available to any such member otherwise than in the ordinary course
                    of
                    business;

                


        

        


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	
                	(iv)	
                  the
                    creation or enforcement of any mortgage, charge or other security
                    interest
                    over the whole or any part of the business, property or assets
                    of any such
                    member or any such mortgage, charge or other security interest
                    (whenever
                    arising or having arisen) becoming
                    enforceable;

                


        

        


        
          	
                	(v)	
                  the
                    rights, liabilities, obligations or interests of any such member
                    in, or
                    the business of any such member with, any person, firm or body
                    (or any
                    arrangement(s) relating to any such interest or business) being
                    terminated, adversely modified or adversely
                    affected;

                


        

        


        
          	
                	(vi)	
                  the
                    value of any such member or its financial or trading position
                    or prospects
                    being prejudiced or adversely
                    affected;

                


        

        


        
          	
                	(vii)	
                  any
                    such member ceasing to be able to carry on business under any
                    name under
                    which it presently does so; or

                


        

         

        
          	
                	(viii)	
                  the
                    creation of any liability, actual or contingent, by any such
                    member;

                


        

        


        
          	
                	(ix)	
                  the
                    creation of any liability of any such member to make any severance,
                    termination, bonus or other payment to any of its directors or
                    other
                    officers,

                


        

        


        and
          no
          event having occurred which, under any provision of any agreement, arrangement,
          license, permit, lease or other instrument to which any member of the ADSL
          Group
          is a party or by or to which any such member or any of its assets may be
          bound,
          entitled or subject, could reasonably be expected by YRMN to result (either
          with
          the passage of time, the giving of notice or both) in any of the events
          or
          circumstances as are referred to in sub-paragraphs (i)
          to
          (ix) of this condition (b) in each case to an extent which is material
          in the
          context of the ADSL
          Group taken as a whole;

        


        
          	
                	(c)	
                  no
                    central bank, government, government department or governmental,
                    quasi-governmental, supranational, statutory, regulatory, environmental
                    or
                    investigative body, court, stock exchange, trade agency, association,
                    institution or any other body or person whatsoever in any jurisdiction
                    (each, a “Third
                    Party”)
                    having given notice of a decision or decided to take, institute,
                    implement
                    or threaten any action, proceeding, suit, investigation, enquiry
                    or
                    reference, or having required any action to be taken or otherwise
                    having
                    done anything, or having enacted, made or proposed any statute,
                    regulation, decision or order, and there not continuing to be
                    outstanding
                    any statute, regulation, decision or order, or having taken any
                    other step
                    which would or would reasonably be expected by YRMN
                    to:

                


        

        


        
          	
                	(i)	
                  require,
                    prevent or materially delay the divestiture, or adversely alter
                    the terms
                    envisaged for any proposed divestiture by any member of the YRMN
                    Group or
                    any member of the ADSL Group of all or any material portion of
                    their
                    respective businesses, assets or property or impose any material
                    limitation on the ability of any of them to conduct their respective
                    businesses (or any of them) or to own any of their respective
                    material
                    assets or material properties or any part
                    thereof;

                


        

        


        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	
                	(ii)	
                  result
                    in a material delay in the ability of YRMN, or prevent it or
                    render it
                    unable, to acquire some or all of the ADSL Shares or require
                    a material
                    divestiture by YRMN or any member of the YRMN Group of any securities
                    in
                    ADSL;

                


        

        


        
          	
                	(iii)	
                  impose
                    any material limitation on, or result in a material delay in,
                    the ability
                    of any member of the YRMN Group directly or indirectly to acquire
                    or to
                    hold or to exercise effectively all rights of ownership in respect
                    of
                    shares or loans or securities convertible into shares or any
                    other
                    securities (or the equivalent) in any member of the ADSL Group
                    or the YRMN
                    Group or to exercise, directly or indirectly, voting or management
                    control
                    over any such member;

                


        

        


        
          	
                	(iv)	
                  otherwise
                    materially and adversely affect the business, assets, liabilities
                    profits
                    or prospects or financial or trading position of any member of
                    the ADSL
                    Group or the YRMN Group;

                


        

        


        
          	
                	(v)	
                  make
                    the Offer, its implementation or the acquisition or proposed
                    acquisition
                    by YRMN or any member of the YRMN Group of any shares or other
                    securities
                    in, or control or management of, ADSL void, illegal and/or unenforceable
                    under the laws of any jurisdiction, or otherwise, directly or
                    indirectly,
                    materially restrain, prevent, restrict, prohibit, delay or otherwise
                    interfere with, the same, or impose additional material conditions
                    or
                    obligations with respect to, or otherwise materially impede or
                    challenge
                    or require material amendment of the Offer or the acquisition
                    by YRMN or
                    any member of the YRMN Group of any shares or other securities
                    in
                    ADSL;

                


        

        


        
          	
                	(vi)	
                  require
                    any member of the YRMN Group or the ADSL Group to acquire, or
                    to offer to
                    acquire, any shares or other securities (or the equivalent) or
                    interest in
                    any member of the ADSL Group or the YRMN Group owned by any third
                    party
                    (other than in the implementation of the
                    Offer);

                


        

        


        
          	
                	(vii)	
                  impose
                    any material limitation on the ability of any member of the ADSL
                    Group or
                    the YRMN Group to co-ordinate its business, or any part of it,
                    with the
                    businesses of any other member of the ADSL Group and/or the YRMN
                    Group;
                    or

                


        

        


        
          	
                	(viii)	
                  result
                    in any member of the ADSL Group or the YRMN Group ceasing to
                    be able to
                    carry on business as it presently does, in each case to an extent
                    which is
                    material in the context of the Offer, or the YRMN Group or the
                    ADSL Group
                    taken as a whole (as
                    the case may be), and all applicable waiting and other time periods
                    (including any extensions thereof) during which any such Third
                    Party could
                    institute, implement or threaten any action, proceeding, suit,
                    investigation, enquiry or reference or any other step under the
                    laws of
                    any jurisdiction in respect of the Offer or proposed acquisition
                    of any
                    shares or securities in ADSL having expired, lapsed or been
                    terminated;

                


        

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	
                	(d)	
                  all
                    filings or applications which are reasonably considered necessary
                    or
                    advisable by YRMN or which are required by law having been made
                    in
                    connection with the Offer and all statutory or regulatory obligations
                    in
                    any jurisdiction having been complied with in connection with
                    the Offer or
                    the acquisition by any member of the YRMN Group of any shares
                    or other
                    securities in, or under control of, ADSL and all authorisations,
                    declarations, decisions, orders, recognitions, grants, consents,
                    licences,
                    confirmations, clearances, permissions and approvals (“authorisations”)
                    reasonably considered necessary or advisable by YRMN, or which
                    are
                    required by law in respect of the Offer or the proposed acquisition
                    of any
                    shares or other securities in, or control of, ADSL by any member
                    of the
                    YRMN Group having been obtained in terms and in a form reasonably
                    satisfactory to YRMN from all appropriate Third Parties or persons
                    with
                    whom any member of the ADSL Group has entered into contractual
                    arrangements, in each case where the absence of such authorisations
                    would
                    have a material adverse effect on the YRMN Group or the ADSL
                    Group taken
                    as a whole (as the case may be) or would be material in the context
                    of the
                    Offer, and all such authorisations which are reasonably considered
                    by YRMN
                    to be necessary to carry on the business of any member of the
                    ADSL Group
                    as currently carried on remaining in full force and effect and
                    all filings
                    necessary for such purpose having been made and there being no
                    notice or
                    intimation of any intention to revoke or not to renew any of
                    the same and
                    all necessary statutory or regulatory obligations in any jurisdiction
                    having been complied with;

                


        

         

        
          	
                	(e)	
                  save
                    as Disclosed, no member of the ADSL Group having, since 31st
                    December 2007:

                


        

        


        
          	
                	(i)	
                  save
                    for ADSL Shares issued pursuant to the exercise of options granted
                    under
                    the ADSL Share Option Schemes, issued or agreed to issue, authorised
                    or
                    proposed the issue of additional shares or securities of any
                    class;

                


        

        


        
          	
                	(ii)	
                  save
                    for the grant of options under the ADSL Share Option Schemes,
                    issued or
                    agreed to issue, authorised or proposed the issue of securities
                    convertible into shares of any class or rights, warrants or options
                    to
                    subscribe for, or acquire, any such shares or convertible
                    securities;

                


        

        


        
          	
                	(iii)	
                  purchased,
                    redeemed or repaid or announced any proposal to purchase, redeem
                    or repay
                    any of its own shares (including treasury shares) or other securities
                    or
                    reduced or made or authorised any other change to any part of
                    its share
                    capital;

                


        

        


        
          	
                	(iv)	
                  save
                    as between ADSL and wholly-owned subsidiaries of ADSL (“Intra-ADSL
                    Group Transactions”)
                    recommended, declared, paid or made or proposed to recommend,
                    declare, pay
                    or make any bonus, dividend or other distribution to any shareholder
                    whether payable in cash or
                    otherwise;

                


        

        


        
          	
                	(v)	
                  save
                    for Intra-ADSL Group Transactions, merged with or demerged from
                    any body
                    corporate or partnership or, other than in the ordinary course
                    of
                    business, acquired or disposed of or transferred, mortgaged,
                    charged or
                    created any security interest over, any asset or any right, title
                    or
                    interest in any asset (including shares and trade investments)
                    or
                    authorised, proposed or announced any intention to propose the
                    same which,
                    in any case, is material in the context of the ADSL Group taken
                    as a
                    whole;

                


        

        


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	
                	(vi)	
                  save
                    for Intra-ADSL Group Transactions, made or authorised or proposed
                    or
                    announced an intention to propose any change in its loan
                    capital;

                


        

        


        
          	
                	(vii)	
                  save
                    for Intra-ADSL Group Transactions, issued, authorised or proposed
                    the
                    issue of any debentures or incurred or increased any indebtedness
                    or
                    liability (actual or contingent) or proposed to do any of the
                    foregoing;

                


        

        


        
          	
                	(viii)	
                  entered
                    into, implemented, effected, authorised, proposed or announced
                    any
                    reconstruct i on, ama l gamat i on, sc h eme, comm i tment or
                    ot h er
                    transact i on or arrangement in respect of itself or another
                    member of the
                    ADSL Group that is material in the context of the ADSL
                    Group;

                


        

        


        
          	
                	(ix)	
                  save
                    for service agreements entered into or to be entered into between
                    ADSL and
                    each of Michael Kingshott and Andrew Tan pursuant to the statement
                    issued
                    on 27th
                    August 2008,
                    entered into, or varied any material terms of, any agreement
                    with any of
                    the directors or senior executives of
                    ADSL;

                


        

        


        
          	
                	(x)	
                  entered
                    into, varied or (in a manner which is materially prejudicial
                    to the ADSL
                    Group taken as a whole) terminated, or authorised, proposed or
                    announced
                    its intention to enter into, vary or (in a manner which is materially
                    prejudicial to the ADSL Group taken as a whole) terminate any
                    agreement,
                    transaction, arrangement or commitment (whether in respect of
                    capital
                    expenditure or otherwise) which:

                


        

         

        
          	
                	(A)	
                  is
                    of a long term, onerous or unusual nature or
                    magnitude;

                


        

        


        
          	
                	(B)	
                  is
                    or would reasonably be expected to be materially restrictive
                    to the
                    business of any member of the ADSL Group;
                    or

                


        

         

        
          	
                	(C)	
                  is
                    outside of the ordinary course of business and is material in
                    the context
                    of the ADSL Group taken as a whole;

                


        

         

        
          	
                	(xi)	
                  proposed,
                    agreed to provide or modified the terms of any share option scheme
                    or any
                    incentive scheme relating to the employment or termination of
                    employment
                    of any employee of the ADSL Group save as Disclosed or other
                    than in the
                    ordinary course;

                


        

        


        
          	
                	(xii)	
                  terminated
                    or varied the terms of any agreement or arrangement between any
                    member of
                    the ADSL Group and any other person in a manner which would or
                    would
                    reasonably be expected to have a material adverse effect on the
                    financial
                    position or prospects of the ADSL Group taken as a
                    whole;

                


        

        


        
          	
                	(xiii)	
                  taken
                    any corporate action or had any legal proceedings started or
                    threatened
                    against it or petition presented or order made for its winding-up
                    (voluntary or otherwise), dissolution or reorganisation or for
                    the
                    appointment of a receiver, administrative receiver, administrator,
                    trustee
                    or similar officer of all or any of its assets or revenues or
                    any
                    analogous proceedings in any jurisdiction or had any such person
                    appointed
                    in any jurisdiction;

                


        

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	
                	(xiv)	
                  been
                    unable, or admitted in writing that it is unable, to pay its
                    debts or
                    having stopped or suspended (or threatened to stop or suspend)
                    payment of
                    its debts generally or ceased or threatened to cease carrying
                    on all or a
                    substantial part of its business;

                


        

        


        
          	
                	(xv)	
                  waived,
                    settled or compromised any claim otherwise than in the ordinary
                    course of
                    business where such claim is not material in the context of the
                    business
                    of the ADSL Group taken as a whole;

                


        

        


        
          	
                	(xvi)	
                  made
                    any alteration to its memorandum or articles o f association
                    or other
                    incorporation documents or, except for any change required by
                    reason of a
                    concurrent change in applicable law, regulation or generally
                    accepted
                    accounting practice, to any method of accounting or accounting
                    practice
                    used by it on the date hereof and which, in any case, is materially
                    adverse in the context of the ADSL Group taken as a whole;
                    or

                


        

        


        
          	
                	(xvii)	
                  entered
                    into or varied any contract, commitment, arrangement or agreement
                    or
                    passed any resolution or made any offer (which remains open for
                    acceptance) with respect to or announced any intention to, or
                    proposed to,
                    effect any of the transactions, matters or events referred to
                    in this
                    condition (e),

                


        

         

        
          	
                	(f)	
                  since
                    31st
                    December
                    2007 and save as Disclosed:

                


        

        


        
          	
                	(i)	
                  no
                    material adverse change or deterioration having occurred in the
                    business,
                    assets, financial or trading position or profits or prospects
                    of any
                    member of the ADSL Group;

                


        

        


        
          	
                	(ii)	
                  no
                    litigation, arbitration proceedings, prosecution or other legal
                    proceedings to which any member of the ADSL Group is or may become
                    a party
                    (whether as a claimant, defendant or otherwise) and no enquiry
                    or
                    investigation by or complaint or reference to any third party
                    against or
                    in respect of any member of the ADSL Group having been instituted,
                    announced or threatened by or against or remaining outstanding
                    against or
                    in respect of any member of the ADSL Group which in any such
                    case would
                    reasonably be expected to materially adversely affect any member
                    of the
                    ADSL Group;

                


        

        


        
          	
                	(iii)	
                  no
                    contingent or other liability having arisen or become apparent
                    to YRMN,
                    which would be likely to materially adversely affect any member
                    of the
                    ADSL Group; and

                


        

        


        
          	
                	(iv)	
                  no
                    steps having been taken which are likely to result in the withdrawal
                    (without replacement), cancellation, termination or modification
                    of any
                    authorisations, declarations, decisions, orders, recognitions,
                    grants,
                    consents, licences, confirmations, clearances, permissions or
                    approvals
                    held by any member of the ADSL Group which is necessary for the
                    proper
                    carrying on of its business,

                


        

        


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	
                	(g)	
                  save
                    as Disclosed, YRMN not having discovered: (a) that any financial,
                    business
                    or other information concerning the ADSL Group as contained in
                    the
                    information publicly disclosed at any time by or on behalf of
                    any member
                    of the ADSL Group is materially misleading, contains a misrepresentation
                    of fact or omits to state a fact necessary to make that information
                    not
                    misleading; or (b) that any member of the ADSL Group, or any
                    partnership,
                    company or other entity in which any member of the ADSL Group
                    has an
                    economic interest and which is not a subsidiary undertaking of
                    ADSL is
                    subject to any liability (contingent or otherwise) which is material
                    in
                    the context of the ADSL Group taken as a whole;
                    or

                


        

        


        
          	
                	(h)	
                  since
                    31st
                    December 2007, YRMN not having discovered any information which
                    adversely
                    affects the import of any information Disclosed at any time by
                    or on
                    behalf of any member of the ADSL Group and which, in any such
                    case, is
                    material in the context of the ADSL Group taken as a whole. YRMN
                    reserves
                    the right to waive, in whole or in part, all or any of the above
                    conditions, except condition (a). Conditions (b) to (g) (inclusive)
                    must
                    be fulfilled by midnight on the 21st day after the later of the
                    First
                    Closing Date and the date on which condition (a) is fulfilled
                    (or in each
                    such case such later date as YRMN may decide, having consulted
                    with the
                    ADSL Board);

                


        

        


        
          	
                	(i)	
                  YRMN
                    not having discovered that any past or present member of the
                    ADSL Group
                    has failed to comply with any applicable legislation or regulations
                    of any
                    jurisdiction or any notice or requirement of any Third Party
                    on any
                    matter, including without limitation with regard to the storage,
                    disposal,
                    discharge, spillage, release, leak or emission of any waste or
                    hazardous
                    or harmful substance or any substance likely to impair the environment
                    or
                    harm human or animal health or otherwise relating to environmental
                    matters
                    or that there has been any such storage, presence, disposal,
                    discharge,
                    spillage, release, leak or emission (whether or not the same
                    constituted
                    non-compliance by any person with any such legislation or regulation,
                    and
                    whenever the same may have taken place), any of which non-compliance
                    would
                    be likely to give rise to any liability (whether actual or contingent)
                    or
                    cost on the part of any member of the ADSL Group and which is
                    material in
                    the aggregate, in the context of the ADSL Group taken as a whole;
                    or

                


        

        


        
          	
                	(j)	
                  YRMN
                    not having discovered that there is, or is reasonably likely
                    to be, any
                    obligation or liability (whether actual or contingent) to make
                    good,
                    repair, reinstate or clean up any property now or previously
                    owned,
                    occupied, operated or made use of or controlled by any past or
                    present
                    member of the ADSL Group under any environmental legislation,
                    regulation,
                    notice, circular or order of any Third Party in any
                    jurisdiction.

                


        

         

        YRMN
          shall be under no obligation to waive or treat as satisfied any of the
          conditions (b) to (j) (inclusive)
          by a date earlier than the latest date specified for the satisfaction thereof,
          notwithstanding that the other conditions of the Offer may at such earlier
          date
          have been waived or fulfilled and that there are at such earlier date no
          circumstances indicating that any of such conditions may not be capable
          of
          fulfilment.

        


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        PART
          B


        


        FURTHER
          TERMS OF THE OFFER

        


        The
          following further terms apply to the Offer. Except where the context otherwise
          requires, any reference in Part B or C of this Appendix 1 and in the Form
          of
          Acceptance: (i) to the Offer “becoming unconditional” or “being declared
          unconditional” or means unconditional as to acceptances, (ii) to “acceptances of
          the Offer” shall include deemed acceptances of the Offer and (iii) to the “Offer
          Document” shall mean this document and any other document containing the
          Offer.

         

        
          	1.	
                  Acceptance
                    Period

                


        

        


        
          	
                	(a)	
                  The
                    Offer will initially be open for acceptance until 19th
                    December 2008.

                


        

        


        
          	
                	(b)	
                  YRMN
                    reserves the right (but will not be obliged), with the prior
                    consent of
                    the ADSL Directors, to extend the Offer to a later time(s) and/or
                    date(s).

                


        

        


        
          	
                	(c)	
                  Although
                    no revision is envisaged, if the Offer (in its original or previously
                    revised form) is revised, it will remain open for acceptance
                    for a period
                    of at least 14 days from the date of posting the revised offer
                    document to
                    ADSL Shareholders.

                


        

        


        
          	
                	(d)	
                  The
                    Offer, whether revised or not, shall not, be capable of becoming
                    unconditional after midnight on 27th
                    January 2009. and the Offer shall lapse on that date if it has
                    not become
                    or is not declared unconditional as to acceptances on that date
                    unless:

                


        

         

        
          	
                	i)	
                  an
                    Independent Competing Offer has been
                    announced;

                


        

         

        
          	
                	ii)	
                  the
                    ADSL Directors consent to the extension;
                    or

                


        

        


        
          	
                	iii)	
                  YRMN’s
                    receiving agent requests an extension of time in order to prepare
                    a
                    certificate stating the number of acceptances which have been
                    received.

                


        

        


        
          	
                	(e)	
                  If
                    the Offer has become unconditional, it will remain open for acceptance
                    until the later of (i) 19th
                    December 2008 and (ii) not less than 14 days after the date on
                    which it
                    become unconditional. If the Offer has become unconditional and
                    it is
                    stated by or on behalf of YRMN (having obtained the prior consent
                    of the
                    ADSL Directors) that the Offer will remain open until further
                    notice, then
                    not less than 14 days’ notice will be given prior to the closing of the
                    Offer to ADSL Shareholders who have not accepted the
                    Offer.

                


        

        


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	2	
                  Announcements

                


        

        


        
          	
                	(a)	
                  YRMN
                    will release an announcement (a “Following
                    Day Announcement”)
                    to the Regulatory News Service by 8.00 a.m. London time on the
                    Business
                    Day following the day on which the Offer is due to expire (the
                    First
                    Closing Date or a subsequent Closing Date), becomes or is declared
                    unconditional as to acceptances or if the Offer is revised or
                    extended.
                    The Following Day Announcement will
                    also:

                


        

        


        
          	
                	(i)	
                  state
                    the number of ADSL Shares for which acceptances have then been
                    received,
                    making it clear to what extent any of the acceptances are from
                    Concert
                    Parties of YRMN or are in respect of shares which were subject
                    to an
                    irrevocable commitment or a letter of intent to accept the offer
                    procured
                    by YRMN or any of its associates;

                


        

        


        
          	
                	(ii)	
                  give
                    details of any relevant securities or related financial instruments
                    (as
                    defined in the AIM Rules) of ADSL in which YRMN or any of its
                    Concert
                    Parties has an interest or in respect of which any such party
                    has a right
                    to subscribe (specifying in each case the nature of the interests
                    or
                    rights concerned);

                


        

         

        
          	
                	(iii)	
                  give
                    details of any relevant ADSL securities in respect of which YRMN
                    or any of
                    its Concert
                    Parties has an outstanding irrevocable commitment or letter of
                    intent;

                


        

        


        
          	
                	(iv)	
                  give
                    details of any relevant securities of ADSL which YRMN or any
                    of its
                    Concert Parties has borrowed or lent (other than any borrowed
                    shares which
                    have either been on-lent or sold);

                


        

        


        
          	
                	(v)	
                  specify
                    the percentages of the relevant classes of relevant securities
                    represented
                    by the figures referred to in paragraphs (i) to (iv)
                    above;

                


        

        


        
          	
                	(vi)	
                  include
                    a prominent statement of the total number of shares which YRMN
                    may count
                    towards the satisfaction of the Acceptance Condition and the
                    percentages
                    of each class of relevant securities represented by the figures
                    referred
                    to in paragraphs (i) to (iv) above;
                    and

                


        

         

        
          	
                	(vii)	
                  if
                    the announcement is extending the Offer, state the date for
                    acceptance.

                


        

         

        
          	3.	
                  Irrevocable
                    acceptances

                


        

        


        
          	
                	(a)	
                  If
                    by 9th
                    January 2009 the Offer has not become unconditional, an accepting
                    ADSL
                    Shareholder may withdraw his acceptance at any time thereafter
                    by written
                    notice received by Capita Registrars Corporate Actions, The Registry,
                    34
                    Beckenham Road, Beckenham, Kent BR3 4TU, England, before the
                    earlier of
                    (i) the time when the Offer becomes unconditional and (ii) the
                    final time
                    for lodgement of acceptances of the Offer which can be taken
                    into account
                    in accordance with paragraph 1
                    above.

                


        

        


        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	
                	(b)	
                  If
                    YRMN has announced that the offer is unconditional as to acceptances,
                    and
                    subsequently fails to issue a Following Day Announcement by 3.30
                    pm on the
                    Business Day following the day on which the Offer is due to expire,
                    any
                    ADSL shareholder who has accepted the Offer will be entitled
                    to withdraw
                    his acceptance by written notice received by Capita Registrars,
                    Corporate
                    Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
                    4TU, England
                    before the later of (i) one week after the default occurs or
                    (ii) until
                    the default is rectified.

                


        

         

        
          	
                	(c)	
                  Except
                    as provided by this paragraph 3, acceptances shall be
                    irrevocable.

                


        

         

        
          	
                	(d)	
                  In
                    this paragraph 3, “written notice” means notice in writing bearing the
                    original signature(s) of
                    the relevant accepting ADSL Shareholder(s) or his/their agent(s)
                    duly
                    appointed in writing (evidence
                    of whose appointment in a form reasonably satisfactory to YRMN
                    is produced
                    with the notice). Telex or facsimile transmission or copies will
                    not be
                    sufficient to constitute written
                    notice.

                


        

         

        
          	4.	
                  General

                


        

         

        
          	
                	(a)	
                  The
                    Offer will lapse unless the Offer has not become unconditional
                    as to
                    acceptances by 27th
                    January 2009 (“Lapsing Date”) or such later date as YRMN may determine
                    with the prior consent of the ADSL Directors. If the Offer lapses,
                    the
                    Offer shall cease to be capable of further acceptance and YRMN
                    and ADSL
                    Shareholders shall cease to be bound by prior
                    acceptances.

                


        

        


        
          	
                	(b)	
                  Settlement
                    of the consideration to which any ADSL Shareholder is entitled
                    under the
                    Offer will be implemented in full in accordance with the terms
                    of the
                    Offer without regard to any lien, right of set-off, counterclaim
                    or other
                    analogous right to which ADSL may otherwise be, or claim to be,
                    entitled
                    as against such ADSL Shareholder.

                


        

        


        
          	
                	(c)	
                  The
                    terms, provisions, instructions and authorities contained in
                    or deemed to
                    be incorporated in the Form of Acceptance constitute part of
                    the terms of
                    the Offer. Words and expressions defined in this document will
                    have the
                    same meanings when used in the Form of Acceptance unless the
                    context
                    otherwise requires.

                


        

        


        
          	
                	(d)	
                  The
                    Offer and all acceptances thereof or pursuant thereto and the
                    Form of
                    Acceptance and all contracts made pursuant thereto and action
                    taken or
                    made or deemed to be taken or made under any of the foregoing
                    shall be
                    governed by and construed in accordance with English law. Execution
                    by or
                    on behalf of a ADSL Shareholder of a Form Acceptance will constitute
                    his
                    and the ADSL submission, in relation to all matters arising out
                    of or in
                    connection with the Offer and the Form of Acceptance, to the
                    jurisdiction
                    of the Courts of England and his agreement that nothing shall
                    limit the
                    rights of YRMN to bring any action, suit or proceeding arising
                    out of or
                    in connection with the Offer or the Form of Acceptance in any
                    other manner
                    permitted by law or in any court of competent
                    jurisdiction.

                


        

        


        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	
                	(e)	
                  Any
                    omission to dispatch this document or the Form of Acceptance
                    or any notice
                    required to be dispatched under the terms of the Offer to, or
                    any failure
                    to receive the same by, any person to whom the Offer is made,
                    or should be
                    made, shall not invalidate the Offer in any way or create any
                    implication
                    that the Offer has not been made to such person. The Offer extends
                    to all
                    ADSL Shareholders to whom this document, the Form of Acceptance
                    and any
                    related documents may not be or have not been dispatched, and
                    such persons
                    may request copies of those documents from Capita Registrars,
Corporate
                    Actions, The Registry, 34 Beckenham
                    Road, Beckenham, Kent, BR3 4TU
                    or, by telephone on 0871 664 0321 from within the UK or +44 20
                    8639 3399
                    if calling from outside the UK. Calls to the 0871 664 0321
                    number cost 10 pence per minute (including VAT) plus your service
                    provider’s network extras. Calls to the helpline from outside the UK will
                    be charged at applicable international rates. Different charges
                    may apply
                    to calls from mobile telephones and calls may be recorded and
                    randomly
                    monitored for security and training purposes. The helpline cannot
                    provide
                    advice on the merits of the Offer nor give any financial, legal
                    or tax
                    advice.

                


        

        


        
          	
                	(f)	
                  Without
                    prejudice to any other provision in this Part B of Appendix 1.
                    ADSL
                    reserves the right to treat acceptances of the Offer as valid
                    if received
                    by or on behalf of it at any place or places or in any manner
                    determined
                    by it otherwise than as set out herein or in the Form of
                    Acceptance.

                


        

        


        
          	
                	(g)	
                  To
                    be valid the Form of Acceptance must be completed to a suitable
                    standard
                    and accompanied by the relevant share certificates and be delivered
                    by or
                    on behalf of the relevant ADSL Shareholder to Capita Registrars
                    on or
                    before the last time for acceptance set out in this document
                    and Capita
                    Registrars must have recorded that the Form of Acceptance or
                    transfer and
                    accompanying documents have been so received. For this purpose
                    a Form of
                    Acceptance is completed to a suitable standard: if it constitutes
                    a valid
                    and irrevocable appointment of YRMN or some person on its behalf
                    as an
                    agent or attorney for the purpose of executing a transfer of
                    ADSL Shares
                    above on behalf of the ADSL Shareholder. If the Form of Acceptance
                    is
                    executed by a person other than the registered holder, appropriate
                    evidence of authority (eg grant of probate or certified copy
                    of a power of
                    attorney) must be produced.

                


        

        


        
          	
                	(h)	
                  If
                    the Offer does not become unconditional in all respects the Form
                    of
                    Acceptance and any share certificate(s) or other document(s)
                    of title will
                    be returned by post within 14 days of the Offer lapsing, at the
                    risk of
                    the person entitled thereto, to the first named registered ADSL
                    Shareholder at his or her address in the register of members
                    of
                    ADSL.

                


        

        


        
          	
                	(i)	
                  If
                    the expiry date of the Offer is extended, all references in this
                    document
                    and in the Form of Acceptance to 19th
                    December 2008 (except the definition of “First Closing Date” but for
                    avoidance of doubt including in relation to the return of the
                    Questionnaire) shall be deemed to refer to the expiry date of
                    the Offer as
                    so extended.

                


        

        


        
          	
                	(j)	
                  The
                    Offer is made on the date of this document and is capable of
                    acceptance
                    from and after that time. Copies of this document, the Form of
                    Acceptance
                    and any related documents are available from Capita Registrars
                    at the
                    address and telephone number set out in paragraph 3(a)
                    above.

                


        

         

        
          	
                	(k)	
                  The
                    Offer is made by means of this
                    document.

                


        

        


        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        PART
          C

        


        FORM
          OF ACCEPTANCE

        


        Each
          ADSL
          Shareholder by whom, or on whose behalf, a Form of Acceptance is executed
          and
          received by ADSL or by or on behalf of ADSL agrees to and with ADSL and
          Capita
          Registrars (so as to bind him, his personal representatives, heirs, successors
          and assigns) to the following effect:

         

        
          	
                	(a)	
                  That
                    the execution of a Form of Acceptance shall
                    constitute:

                


        

        


        
          	
                	(i)	
                  an
                    acceptance of the Offer in respect of the relevant ADSL Shareholders’
                    entire holding of ADSL Shares; and

                


        

        


        
          	
                	(ii)	
                  an
                    undertaking to execute any further documents and give any further
                    assurances which may be reasonably required to vest in the relevant
                    ADSL
                    Shares,

                


        

        


        on
          and
          subject to the terms and conditions set out or referred to in this document
          and
          the Form of Acceptance and that, subject only to the rights of withdrawal
          set
          out in paragraph 3 of Part B of this Appendix 1, each such acceptance shall
          be
          irrevocable;

        


        
          	
                	(b)	
                  that
                    ADSL Shares in respect of which the Offer is accepted or deemed
                    to be
                    accepted are sold free from all liens, charges, equitable interests,
                    encumbrances, rights of pre-emption and other third party rights
                    or
                    interest of any nature and together with all rights attaching
                    thereto as
                    at the date of this document including the right to receive and
                    retain all
                    dividends and other distributions;

                


        

        


        
          	
                	(c)	
                  that
                    he will deliver or procure the delivery, to Capita Registrars
                    at the
                    address referred to in paragraph 11 of Part II of this document,
                    on behalf
                    of ADSL, his share certificate(s) and/or other document(s) of
                    title in
                    respect of the ADSL Shares in respect of which the Offer has
                    been accepted
                    and not validly withdrawn or an indemnity reasonably acceptable
                    to ADSL in
                    lieu thereof, as soon as possible and in any event within two
                    weeks of the
                    Offer becoming unconditional;

                


        

        


        
          	
                	(d)	
                  that
                    the execution and delivery of the Form of Acceptance constitutes,
                    subject
                    to the Offer becoming unconditional, the irrevocable appointment
                    of ADSL
                    and any of its respective directors and agents as the ADSL Shareholder’s
                    attorney and/or agent. To complete and execute any form(s) of
                    transfer for
                    the transfer of his ADSL Shares for registration within two months
                    of the
                    Offer becoming unconditional and that he agrees to ratify each
                    and every
                    act or thing which may be done or effected by ADSL or any of
                    its
                    respective directors or agents, as the case may be, in the proper
                    exercise
                    of such powers;

                


        

        


        
          	
                	(e)	
                  That
                    the execution and delivery of the Form of Acceptance constitutes
                    a waiver
                    of any current or prior rights of pre-emption or similar rights
                    contained
                    in ADSL’s articles of association, any shareholders agreement or otherwise
                    of any of the ADSL Shares and a consent to the registration of
                    any
                    transfer of and ADSL Shares notwithstanding any provisions of
                    ADSL’s
                    articles of association;

                


        

        


        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  APPENDIX
                    1

                	
                  CONDITIONS
                    AND FURTHER TERMS OF THE
                    OFFER

                


        

         

        
          	
                	(f)	
                  that
                    ADSL shall be entitled, after Closing to direct the exercise
                    of any votes
                    and any or all other rights and privileges (including the right
                    to
                    requisition the convening of a general meeting of ADSL) attaching
                    to any
                    ADSL Shares in respect of which the Offer has been accepted and
                    not
                    validly withdrawn, and the execution of the Form of Acceptance
                    will
                    constitute an authority to ADSL from such shareholder to send
                    any notice,
                    circular or other document or communication which may be required
                    to be
                    sent to him as a member of ADSL in respect of such shares to
                    ADSL and an
                    authority to ADSL or any person nominated by ADSL to sign any
                    consent to
                    short notice of a general or separate class meeting as his attorney
                    and/or
                    agent and on his behalf and/or to execute a form of proxy in
                    respect of
                    such ADSL Shares appointing any person nominated by ADSL to attend
                    general
                    and separate class meetings of ADSL and to exercise the votes
                    attaching to
                    such shares on his behalf, and will also constitute the agreement
                    of such
                    shareholder not to exercise any such rights without the consent
                    of ADSL
                    and the irrevocable undertaking of such shareholder not to appoint
                    a proxy
                    for or to attend such general or separate class
                    meeting.

                


        

        


        References
          in this Part C to an ADSL Shareholder shall include references to the person
          or
          persons executing a Form of Acceptance.

        


        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

         

      

    


    
      	 	 
	
              APPENDIX 2

            	
              HISTORICAL FINANCIAL INFORMATION
                

              RELATING TO YARRAMAN

            


    

     

    CONSOLIDATED BALANCE SHEETS

    In accordance with US GAAP

    


    
      	 	 	
              30th June

            	 	
              30th June

            	 
	 	 	
              2008

            	 	
              2007

            	 
	 	 	
              (Unaudited)

            	 	
              (Audited)

            	 
	 	 	 	 	 	 
	
              ASSETS

            	 	 	 	 	 	 	 
	
              Current Assets

            	 	 	 	 	 	 	 
	
              Cash and cash equivalents

            	 	
              $

            	
              (39,452

            	
              )

            	
              $

            	
              150,072

            	 
	
              Accounts receivable, net

            	 	 	
              723,530

            	 	 	
              775,718

            	 
	
              Inventory

            	 	 	
              5,570,381

            	 	 	
              4,074,056

            	 
	
              Other receivables

            	 	 	
              195,673

            	 	 	
              85,931

            	 
	
              Due from related parties

            	 	 	
              –

            	 	 	
              –

            	 
	
              Other assets

            	 	 	
              246,732

            	 	 	
              227,672

            	 
	 	 	 	 	 	 	 	 
	
              Total Current Assets

            	 	 	
              6,696,864

            	 	 	
              5,313,449

            	 
	 	 	 	 	 	 	 	 
	
              Property, plant and equipment, net

            	 	 	
              4,458,798

            	 	 	
              4,235,575

            	 
	 	 	 	 	 	 	 	 
	
              Other asset

            	 	 	
              332,680

            	 	 	
              212,200

            	 
	 	 	 	 	 	 	 	 
	
              Total Other Assets

            	 	 	
              4,791,478

            	 	 	
              4,447,775

            	 
	 	 	 	 	 	 	 	 
	
               

            	 	
              $

            	
              11,488,343

            	 	 	
              9,761,224

            	 
	 	 	 	 	 	 	 	 
	
              LIABILITIES AND STOCKHOLDERS’

            	 	 	 	 	 	 	 
	
              EQUITY (DEFICIT)

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Current Liabilities:

            	 	 	 	 	 	 	 
	
              Accounts payable and accrued expenses

            	 	
              $

            	
              1,618,133

            	 	
              $

            	
              1,199,567

            	 
	
              Capital leases, current portion

            	 	 	
              103,765

            	 	 	
              140,849

            	 
	
              Due to related party

            	 	 	
              –

            	 	 	
              2,905,986

            	 
	 	 	 	 	 	 	 	 
	
              Total Current Liabilities

            	 	 	
              1,721,898

            	 	 	
              4,246,402

            	 
	 	 	 	 	 	 	 	 
	
              Long Term Liabilities:

            	 	 	 	 	 	 	 
	
              Capital leases, net of current portion

            	 	 	
              78,292

            	 	 	
              124,847

            	 
	
              Loans payable – related party

            	 	 	
              2,267,185

            	 	 	
              1,749,097

            	 
	
              Long-term debt

            	 	 	
              5,511,308

            	 	 	
              4,818,008

            	 
	 	 	 	 	 	 	 	 
	
              Total Long Term Liabilities

            	 	 	
              7,856,785

            	 	 	
              6,691,952

            	 
	 	 	 	 	 	 	 	 
	
              Total Liabilities

            	 	 	
              9,578,683

            	 	 	
              10,938,354

            	 
	 	 	 	 	 	 	 	 
	
              Stockholder’s Equity (Deficit):

            	 	 	 	 	 	 	 
	
              Common stock, $.001 par value, 90,000,000
                shares authorized
                38,000,000 shares and 25,000,000 shares issued and outstanding

            	 	 	
              38,000

            	 	 	
              25,000

            	 
	
              Additional paid in capital

            	 	 	
              10,484,929

            	 	 	
              5,455,252

            	 
	
              Subscription receivable

            	 	 	
              (88,000

            	
              )

            	 	
              –

            	 
	
              Other comprehensive income

            	 	 	
              (177,702

            	
              )

            	 	
              10,977

            	 
	
              Accumulated deficit

            	 	 	
              (8,347,566

            	
              )

            	 	
              (6,668,359

            	
              )

            
	 	 	 	 	 	 	 	 
	
              Total Stockholder’s Equity (Deficit)

            	 	 	
              1,909,660

            	 	 	
              (1,177,130

            	
              )

            
	 	 	 	 	 	 	 	 
	 	 	
              $

            	
              11,488,343

            	 	
              $

            	
              9,761,224

            	 


    

    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    
      	 
	  
	
              APPENDIX 2

            	
              HISTORICAL FINANCIAL INFORMATION

              RELATING TO YARRAMAN

            


    

     

    CONSOLIDATED STATEMENTS OF OPERATIONS

    In accordance with US GAAP


    
      	 
              	 	 	 	
              For the Quarters Ended

            	 	 	 
	 	 	
              Fiscal

            	 	 	 	 	 	 	 	 	 	
              Fiscal

            	 
	 	 	
              Year Ended

            	 	
              30th September

            	 	
              31st December

            	 	
              31st March

            	 	
              30th June

            	 	
              Year Ended

            	 
	 	 	
              30th June 2007

            	 	
              2007

            	 	
              2007

            	 	
              2008

            	 	
              2008

            	 	
              30th June 2008

            	 
	 	 	
              (Audited)

            	 	
              (Unaudited)

            	 	
              (Unaudited)

            	 	
              (Unaudited)

            	 	
              (Unaudited)

            	 	
              (Unaudited)

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Sales, net

            	 	
              $

            	
              2,012,445

            	 	
              $

            	
              672,994

            	 	
              $

            	
              793,716

            	 	
              $

            	
              603,984

            	 	
              $

            	
              733,920

            	 	
              $

            	
              2,804,614

            	 
	
              Cost of sales

            	 	 	
              2,997,698

            	 	 	
              464,365

            	 	 	
              576,218

            	 	 	
              379,244

            	 	 	
              369,941

            	 	 	
              1,789,768

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Gross profit (loss)

            	 	 	
              (985,253

            	
              )

            	 	
              208,629

            	 	 	
              217,498

            	 	 	
              224,740

            	 	 	
              363,979

            	 	 	
              1,014,846

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Selling, general and administrative expenses

            	 	 	
              2,585,728

            	 	 	
              630,457

            	 	 	
              390,688

            	 	 	
              432,579

            	 	 	
              237,670

            	 	 	
              1,691,394

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Income (Loss) from operations

            	 	 	
              (3,570,981

            	
              )

            	 	
              (421,828

            	
              )

            	 	
              (173,190

            	
              )

            	 	
              (207,839

            	
              )

            	 	
              126,309

            	 	 	
              (676,548

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Other (Income) Expense

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Interest income

            	 	 	
              (1,088

            	
              )

            	 	
              (727

            	
              )

            	 	
              (227

            	
              )

            	 	
              (13

            	
              )

            	 	
              (781

            	
              )

            	 	
              (1,748

            	
              )

            
	
              Interest expense

            	 	 	
              871,485

            	 	 	
              199,634

            	 	 	
              272,981

            	 	 	
              239,366

            	 	 	
              220,623

            	 	 	
              932,604

            	 
	
              Other (income) expenses net

            	 	 	
               

            	 	 	
              
                23,031

              

            	 	 	
              
                1,946

              

            	
               

            	 	
              
                (3,085

              

            	)	 	
              
                86,793

              

            	 	 	
              
                108,685

              

            	 
	
              Gain on sale of fixed asset

            	 	 	
              13,032

            	 	 	
              –

            	 	 	
              (5,818

            	
              )

            	 	
              (152

            	
              )

            	 	
              (106

            	
              )

            	 	
              (6,076

            	
              )

            
	
              Transaction gain (loss) on foreign currency

            	 	 	
              (1,630

            	
              )

            	 	
              1,227

            	 	 	
              (33,057

            	
              )

            	 	
              460

            	 	 	
              561

            	 	 	
              (30,809

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total Other (Income) Expense

            	 	 	
              881,799

            	 	 	
              223,165

            	 	 	
              235,825

            	 	 	
              236,576

            	 	 	
              307,090

            	 	 	
              1,002,656

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Loss before income taxes

            	 	 	
              (4,452,780

            	
              )

            	 	
              (644,993

            	
              )

            	 	
              (409,015

            	
              )

            	 	
              (444,415

            	
              )

            	 	
              (180,781

            	
              )

            	 	
              (1,679,204

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Provision for income taxes

            	 	 	
              –

            	 	 	
              –

            	 	 	
              –

            	 	 	
              –

            	 	 	
              –

            	 	 	
              –

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net loss

            	 	 	
              (4,452,780

            	
              )

            	 	
              (644,993

            	
              )

            	 	
              (409,015

            	
              )

            	 	
              (444,415

            	
              )

            	 	
              (180,781

            	
              )

            	 	
              (1,679,204

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Other comprehensive income (loss)

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Foreign currency translation

            	 	 	
              (141,212

            	
              )

            	 	
              244,877

            	 	 	
              35,740

            	 	 	
              (85,487

            	
              )

            	 	
              (383,809

            	
              )

            	 	
              (188,679

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Comprehensive Loss

            	 	
              $

            	
              (4,593,992

            	
              ) 

            	
              $

            	
              (400,116

            	
              ) 

            	
              $

            	
              (373,275

            	
              ) 

            	
              $

            	
              (529,902

            	
              ) 

            	
              $

            	
              (564,590

            	
              ) 

            	
              $

            	
              (1,867,883

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net loss per share:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Basic & diluted

            	 	
              $

            	
              (0.18

            	
              )

            	
              $

            	
              (0.02

            	
              )

            	
              $

            	
              (0.01

            	
              )

            	
              $

            	
              (0.02

            	
              )

            	
              $

            	
              (0.02

            	
              )

            	
              $

            	
              (0.07

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Weighted average number of shares outstanding:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Basic & diluted

            	 	 	
              25,000,000

            	 	 	
              25,250,000

            	 	 	
              25,250,000

            	 	 	
              25,250,000

            	 	 	
              29,333,333

            	 	 	
              26,312,500

            	 


    

     

    Weighted average of dilutive securities has not been calc<
;/f
      ont>ulated since the effect of dilutive securities
      is anti-dilutive.


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    


    
      	 
	  
	
              APPENDIX 2

            	
              HISTORICAL FINANCIAL INFORMATION

              RELATING TO YARRAMAN

            


    

    


    CONSOLIDATED STATEMENTS OF CASH FLOWS

    In accordance with US GAAP

    


    
      	 	 	 	 	
              For the Quarters Ended

            	 	 	 
	 
              	 	
              Fiscal

            	 	
               

            	 	
              Fiscal

            	 
	 	 	
              Year Ended

            	 	
              30th September

            	 	
              31st December

            	 	
              31st March

            	 	
              30th June

            	 	
              Year Ended

            	 
	 	 	
              30th June 2007

            	 	
              2007

            	 	
              2007

            	 	
              2008

            	 	
              2008

            	 	
              30th June 2008

            	 
	 	 	
              (Audited)

            	 	
              (Unaudited)

            	 	
              (Unaudited)

            	 	
              (Unaudited)

            	 	
              (Unaudited)

            	 	
              (Unaudited)

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              CASH
                FLOWS FROM OPERATING ACTIVITIES

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net
                Loss

            	 	
              $

            	
              (4,452,780

            	
              ) 

            	
              $

            	
              (644,993

            	
              ) 

            	
              $

            	
              (409,015

            	
              ) 

            	
              $

            	
              (444,415

            	
              ) 

            	
              $

            	
              (180,781

            	
              ) 

            	
              $

            	
              (1,679,204

            	
              )

            
	
              Adjustments
                to reconcile net loss to net cash used in operating
                activities:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Shares
                issued for services

            	 	 	
              117,000

            	 	 	
              –

            	 	 	
              –

            	 	 	
              –

            	 	 	
              432,000

            	 	 	
              432,000

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Depreciation

            	 	 	
              389,266

            	 	 	
              88,943

            	 	 	
              92,169

            	 	 	
              86,672

            	 	 	
              90,737

            	 	 	
              358,521

            	 
	
              Salary
                forgiven for stock payment

            	 	 	
              –

            	 	 	
              –

            	 	 	
              –

            	 	 	
              –

            	 	 	
              17,000

            	 	 	
              17,000

            	 
	
              Amortization
                of discount on debt

            	 	 	
              205,905

            	 	 	
              38,629

            	 	 	
              63,144

            	 	 	
              58,038

            	 	 	
              48,317

            	 	 	
              208,128

            	 
	
              (Increase)/decrease
                in assets:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Accounts
                receivables

            	 	 	
              (205,461

            	
              )

            	 	
              (30,107

            	
              )

            	 	
              (38,188

            	
              )

            	 	
              243,120

            	 	 	
              (122,637

            	
              )

            	 	
              52,188

            	 
	
              Inventory

            	 	 	
              757,764

            	 	 	
              (876,629

            	
              )

            	 	
              253,806

            	 	 	
              (484,179

            	
              )

            	 	
              (389,323

            	
              )

            	 	
              (1,496,325

            	
              )

            
	
              Other
                receivables

            	 	 	
              26,647

            	 	 	
              (19,392

            	
              )

            	 	
              (105,063

            	
              )

            	 	
              37,197

            	 	 	
              (22,484

            	
              )

            	 	
              (109,742

            	
              )

            
	
              Other
                assets

            	 	 	
              21,549

            	 	 	
              23,460

            	 	 	
              (42,638

            	
              )

            	 	
              90,471

            	 	 	
              (97,680

            	
              )

            	 	
              (26,389

            	
              )

            
	
              Increase
                in liabilities:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Accounts
                payable and accrued expenses

            	 	 	
              114,768

            	 	 	
              12,667

            	 	 	
              183,198

            	 	 	
              213,747

            	 	 	
              8,952

            	 	 	
              418,564

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                Adjustments

            	 	 	
              1,427,438

            	 	 	
              (762,429

            	
              )

            	 	
              406,427

            	 	 	
              245,068

            	 	 	
              (35,119

            	
              )

            	 	
              (146,053

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net
                cash used in operations

            	 	 	
              (3,025,342

            	
              )

            	 	
              (1,407,422

            	
              )

            	 	
              (2,587

            	
              )

            	 	
              (199,349

            	
              )

            	 	
              (215,901

            	
              )

            	 	
              (1,825,259

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              CASH
                FLOWS FROM INVESTING ACTIVITIES

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Acquisition
                of property and equipment

            	 	 	
              –

            	 	 	
              –

            	 	 	
              (3,134

            	
              )

            	 	
              (16,445

            	
              )

            	 	
              (921

            	
              )

            	 	
              (20,500

            	
              )

            
	
              Acquisition
                of intangible

            	 	 	
              –

            	 	 	
              –

            	 	 	
              –

            	 	 	
              –

            	 	 	
              (14,423

            	
              )

            	 	
              (14,423

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net
                cash provided by (used in) investing activities

            	 	 	
              –

            	 	 	
              –

            	 	 	
              (3,134

            	
              )

            	 	
              (16,445

            	
              )

            	 	
              (15,344

            	
              )

            	 	
              (34,923

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              CASH
                FLOWS FROM FINANCING ACTIVITIES

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Proceeds
                from long-term debt

            	 	 	
              74,634

            	 	 	
              41,565

            	 	 	
              7,905

            	 	 	
              1,999

            	 	 	
              2,117

            	 	 	
              53,586

            	 
	
              Proceeds
                from payment on subscription receivable

            	 	 	
              –

            	 	 	
              5,500

            	 	 	
              5,500

            	 	 	
              5,500

            	 	 	
              (16,500

            	
              )

            	 	
              –

            	 
	
              Capital
                lease payments

            	 	 	
              (95,164

            	
              ) 

            	 	
              9,882

            	 	 	
              (80,311

            	
              )

            	 	
              48,305

            	 	 	
              (96,794

            	
              )

            	 	
              (118,918

            	
              )

            
	
              Receivable
                from related parties

            	 	 	
              –

            	 	 	
              (49,492

            	
              )

            	 	
              (11,774

            	
              )

            	 	
              (2,870

            	
              )

            	 	
              64,136

            	 	 	
              –

            	 
	
              Loans
                payable – related party

            	 	 	
              2,905,986

            	 	 	
              915,060

            	 	 	
              (28,768

            	
              )

            	 	
              83,736

            	 	 	
              301,441

            	 	 	
              1,271,469

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net
                cash provided by (used in) financing activities

            	 	 	
              2,885,456

            	 	 	
              922,515

            	 	 	
              (107,448

            	
              )

            	 	
              136,670

            	 	 	
              254,400

            	 	 	
              1,206,137

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Effect
                of exchange rate changes on cash and cash equivalents

            	 	 	
              179,520

            	 	 	
              376,928

            	 	 	
              77,955

            	 	 	
              90,209

            	 	 	
              (80,572

            	
              )

            	 	
              464,520

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net
                decrease in cash and cash equivalents

            	 	 	
              39,634

            	 	 	
              (107,979

            	
              ) 

            	 	
              (35,214

            	
              )

            	 	
              11,085

            	 	 	
              (57,417

            	
              )

            	 	
              (189,525

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Cash
                and cash equivalents, beginning balance

            	 	 	
              110,438

            	 	 	
              150,072

            	 	 	
              42,093

            	 	 	
              6,879

            	 	 	
              17,964

            	 	 	
              150,072

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Cash
                and cash equivalents, ending balance

            	 	
              $

            	
              150,072

            	 	
              $

            	
              42,093

            	 	
              $

            	
              6,879

            	 	
              $

            	
              17,964

            	 	
              $

            	
              (39,453

            	
              )

            	
              $

            	
              (39,453

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              SUPPLEMENTAL
                DISCLOSURES:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Cash
                paid for:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Income
                tax payments

            	 	
              $

            	
              –

            	 	
              $

            	
              –

            	 	
              $

            	
              –

            	 	
              $

            	
              –

            	 	
              $

            	
              –

            	 	$	
              –

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Interest
                payments

            	 	
              $

            	
              282,949

            	 	
              $

            	
              76,511

            	 	
              $

            	
              172,779

            	 	
              $

            	
              127,041

            	 	
              $

            	
              36,030

            	 	
              $

            	
              412,361

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Non-cash
                financing and investing activities

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Purchase
                of equipment under capital leases

            	 	
              $

            	
              144,297

            	 	
              $

            	
              –

            	 	
              $

            	
              –

            	 	
              $

            	
              –

            	 	
              $

            	
              –

            	 	
              $

            	
              –

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Discount
                on debt

            	 	
              $

            	
              871,307

            	 	
              $

            	
              38,629

            	 	
              $

            	
              63,144

            	 	
              $

            	
              75,466

            	 	
              $

            	
              30,889

            	 	
              $

            	
              208,128

            	 


    

    


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     


    
      	  
	 
 
	
              APPENDIX 2

            	
              HISTORICAL FINANCIAL INFORMATION

              RELATING TO YARRAMAN

            


    

    


    CONSOLIDATED FINANCIAL INFORMATION

    30th June 2008


    


    
      	 	 	
              Proforma US

              GAAP

              (Unaudited)

              Year Ended

              June

              2008

            	 	
              Proforma

              International

              Standards

              (Unaudited)

              Year Ended

              June

              2008

            	 	 	 
	 	 	 	 	 	 	 	 
	
              Revenue

            	 	
              $

            	
              2,804,614

            	 	
              $

            	
              2,804,614

            	 	 	 	 
	
              Cost
                of Revenue

            	 	 	
              1,789,768

            	 	 	
              1,789,768

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Gross
                Profit

            	 	 	
              1,014,846

            	 	 	
              1,014,846

            	 	 	 	 
	
              Selling,
                General and Administrative expenses

            	 	 	
              1,078,191

            	 	 	
              1,078,191

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Income
                before Interest, Tax and USA Nonrecurring expense

            	 	 	
              (63,345

            	
              )

            	 	
              (63,345

            	
              )

            	 	 	 
	
              USA
                Stock Issuances-Officers/ Directors/Legal

            	 	 	
              613,203

            	 	 	
              613,203

            	 	 	
              (Note
                2

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Earnings
                before Interest and Taxes

            	 	
              $

            	
              (676,548

            	
              )

            	
              $

            	
              (676,548

            	
              )

            	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Current
                Assets

            	 	
              $

            	
              6,696,865

            	 	
              $

            	
              6,696,865

            	 	 	 	 
	
              Fixed
                Assets

            	 	 	
              4,458,798

            	 	 	
              10,098,613

            	 	 	
              (Note
                3

            	
              )

            
	
              Other
                Assets

            	 	 	
              332,680

            	 	 	
              1,122,865

            	 	 	
              (Note
                3

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                Assets

            	 	
              $

            	
              11,488,343

            	 	
              $

            	
              17,918,343

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Current
                Liabilities

            	 	
              $

            	
              1,721,898

            	 	
              $

            	
              1,721,898

            	 	 	 	 
	
              Long
                Term Liabilities

            	 	 	
              7,856,785

            	 	 	
              7,856,785

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                Liabilities

            	 	 	
              9,578,683

            	 	 	
              9,578,683

            	 	 	 	 
	
              Stockholders’
                Equity (Deficit)

            	 	 	
              1,909,660

            	 	 	
              8,339,660

            	 	 	
              (Notes 1 and 3

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                Liabilities and Stockholders’ Equity (Deficit)

            	 	
              $

            	
              11,488,343

            	 	
              $

            	
              17,918,343

            	 	 	 	 


    

    


    
      	Note 1.	
              Conversion of shareholder loans to equity

            


    

    


    
      	Note
              2.	
              Includes stock issuance to officers and directors

            


    

    


    
      	Note
              3.	
              Increase in value of fixed and intangible assets in accordance with IFRS

            


    


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    
      	  
	 
 
	
              APPENDIX 3 
                

            	
              HISTORICAL FINANCIAL INFORMATION

              RELATING TO ADSL

            


    

    


    CONDENSED CONSOLIDATED INCOME STATEMENT

    In accordance with IFRS

    


    
      	 	 	
              1st January 2008

              to

              30th June 2008

              (Unaudited)

              £’000

            	 	
              10th April 2007

              to 31st

              December 2007

              (Audited)

              £’000

            	 
	 	 	 	 	 	 
	
              TURNOVER

            	 	 	
              2,453

            	 	 	
              520

            	 
	 	 	 	 	 	 	 	 
	
              Cost
                of sales

            	 	 	
              (1,917

            	
              )

            	 	
              (425

            	
              )

            
	 	 	 	 	 	 	 	 
	
              Gross
                Profit

            	 	 	
              536

            	 	 	
              95

            	 
	 	 	 	 	 	 	 	 
	
              Other
                revenue

            	 	 	
              254

            	 	 	
              174

            	 
	 	 	 	 	 	 	 	 
	
              Distribution
                expenses

            	 	 	
              (153

            	
              )

            	 	
              (13

            	
              )

            
	 	 	 	 	 	 	 	 
	
              Administrative
                expenses

            	 	 	
              (413

            	
              )

            	 	
              (129

            	
              )

            
	 	 	 	 	 	 	 	 
	
              OPERATING
                PROFIT

            	 	 	
              224

            	 	 	
              127

            	 
	 	 	 	 	 	 	 	 
	
              Finance
                costs

            	 	 	
              (11

            	
              )

            	 	
              -

            	 
	 	 	 	 	 	 	 	 
	
              PROFIT
                BEFORE INCOME TAX

            	 	 	
              213

            	 	 	
              127

            	 
	 	 	 	 	 	 	 	 
	
              Taxation

            	 	 	
              (20

            	
              )

            	 	
              (14

            	
              )

            
	 	 	 	 	 	 	 	 
	
              PROFIT
                FOR THE PERIOD

            	 	 	
              193

            	 	 	
              113

            	 
	 	 	 	 	 	 	 	 
	
              ATTRIBUTABLE
                TO:

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Equity
                holders of the Company

            	 	 	
              187

            	 	 	
              128

            	 
	 	 	 	 	 	 	 	 
	
              Minority
                interests

            	 	 	
              6

            	 	 	
              (15

            	
              )

            
	 	 	 	 	 	 	 	 
	 	 	 	
              193

            	 	 	
              113

            	 
	 	 	 	 	 	 	 	 
	
              EARNINGS
                PER SHARE

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Basic
                (pence per share)

            	 	 	
              0.63

            	 	 	
              1.08

            	 
	 	 	 	 	 	 	 	 
	
              Diluted
                (pence per share)

            	 	 	
              0.63

            	 	 	
              1.07

            	 


    

    


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    
      
        	 	 
	
                APPENDIX
                  3

                 

              	
                HISTORICAL
                  FINANCIAL INFORMATION 

                RELATING
                  TO ADSL

              


      

    

     

    CONDENSED CONSOLIDATED BALANCE SHEET

    In accordance with IFRS

     

    
      	
               

            	 	 	 	
              31st

            	 
	 	 	
              30th June 2008

            	 	
               December 2007

            	 
	 	 	
              (Unaudited)

            	 	
              (Audited)

            	 
	 	 	
              £’000

            	 	
              £’000

            	
               

            
	 	 	 	 	 	 
	
              ASSETS

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              NON-CURRENT ASSETS

            	 	 	 	 	 	 	 
	
              Property, plant and equipment

            	 	 	
              411

            	 	 	
              1,456

            	 
	
              Goodwill

            	 	 	
              1,570

            	 	 	
              1,570

            	 
	
              Interests in brand name

            	 	 	
              127

            	 	 	
              127

            	 
	 	 	 	 	 	 	 	 
	 	 	 	
              2,108

            	 	 	
              3,153

            	 
	
              CURRENT ASSETS

            	 	 	 	 	 	 	 
	
              Inventories

            	 	 	
              536

            	 	 	
              335

            	 
	
              Due from minority shareholder

            	 	 	
              1,129

            	 	 	
              –

            	 
	
              Due from shareholders

            	 	 	
              9

            	 	 	
              –

            	 
	
              Trade receivables

            	 	 	
              361

            	 	 	
              608

            	 
	
              Other receivables and prepayments

            	 	 	
              1,016

            	 	 	
              698

            	 
	
              Cash and cash equivalents

            	 	 	
              102

            	 	 	
              521

            	 
	 	 	 	 	 	 	 	 
	 	 	 	
              3,153

            	 	 	
              2,162

            	 
	 	 	 	 	 	 	 	 
	
              TOTAL ASSETS

            	 	 	
              5,261

            	 	 	
              5,315

            	 
	 	 	 	 	 	 	 	 
	
              EQUITY AND LIABILITIES

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              CAPITAL AND RESERVES

            	 	 	 	 	 	 	 
	
              Share capital

            	 	 	
              307

            	 	 	
              307

            	 
	
              Reserves

            	 	 	
              2,857

            	 	 	
              2,750

            	 
	 	 	 	 	 	 	 	 
	
               

            	 	 	
              3,164

            	 	 	3,057	 
	
              Minority interests

            	 	 	
              1,285

            	 	 	
              1,279

            	 
	 	 	 	 	 	 	 	 
	
              TOTAL EQUITY

            	 	 	
              4,449

            	 	 	
              4,336

            	 
	 	 	 	 	 	 	 	 
	
              CURRENT LIABILITIES

            	 	 	 	 	 	 	 
	
              Due to shareholders

            	 	 	
              –

            	 	 	
              198

            	 
	
              Receipts in advance

            	 	 	
              35

            	 	 	
              115

            	 
	
              Short term loan – letter of credit

            	 	 	
              209

            	 	 	
              –

            	 
	
              Trade payables

            	 	 	
              127

            	 	 	
              360

            	 
	
              Other payables and accruals

            	 	 	
              421

            	 	 	
              293

            	 
	
              Current tax payable

            	 	 	
              20

            	 	 	
              13

            	 
	 	 	 	 	 	 	 	 
	
              TOTAL LIABILITIES

            	 	 	
              812

            	 	 	
              979

            	 
	 	 	 	 	 	 	 	 
	
              TOTAL EQUITY AND LIABILITIES

            	 	 	
              5,261

            	 	 	
              5,315

            	 


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     


    
      	 
	  
	
              APPENDIX 3

            	
              HISTORICAL FINANCIAL INFORMATION

              RELATING TO ADSL

            


    

    


    CONDENSED CONSOLIDATED CASH FLOW STATEMENT

    In accordance with IFRS

    


    
      	 	 	
              1st January 2008

            	 	
              10th April 2007

            	 
	 	 	
              to

            	 	
              to 31st

            	 
	 	 	
              30th June 2008

            	 	
              December 2007

            	 
	 	 	
              £’000

            	 	
              £’000

            	 
	 	 	 	 	 	 
	
              Cash
                flows from operating activities

            	 	 	 	 	 	 	 
	
              Profit
                before taxation

            	 	 	
              213

            	 	 	
              127

            	 
	
              Adjustment
                for

            	 	 	 	 	 	 	 
	
              Depreciation

            	 	 	
              31

            	 	 	
              26

            	 
	
              Interest
                income

            	 	 	
              (12

            	
              )

            	 	
              (4

            	
              )

            
	
              Waiver
                of amount due to a shareholder

            	 	 	
              (77

            	
              )

            	 	
              (160

            	
              )

            
	 	 	 	 	 	 	 	 
	
              Operating
                cash flows before working capital changes

            	 	 	
              155

            	 	 	
              (11

            	
              )

            
	
              Increase
                in inventories

            	 	 	
              (201

            	
              )

            	 	
              (179

            	
              )

            
	
              Decrease/(Increase)
                in trade receivables

            	 	 	
              247

            	 	 	
              (314

            	
              )

            
	
              Increase
                in other receivables and prepayments

            	 	 	
              (318

            	
              )

            	 	
              (300

            	
              )

            
	
              (Decrease)/Increase
                in amounts due to shareholders

            	 	 	
              (207

            	
              )

            	 	
              96

            	 
	
              (Decrease)/Increase
                in receipts in advance

            	 	 	
              (80

            	
              )

            	 	
              88

            	 
	
              (Decrease)/Increase
                in trade payables

            	 	 	
              (233

            	
              )

            	 	
              131

            	 
	
              Increase/(Decrease)
                in other payables and accruals

            	 	 	
              205

            	 	 	
              (441

            	
              )

            
	 	 	 	 	 	 	 	 
	
              Cash
                used in operating activities

            	 	 	
              (432

            	
              )

            	 	
              (930

            	
              )

            
	 	 	 	 	 	 	 	 
	
              Interest
                income received

            	 	 	
              12

            	 	 	
              4

            	 
	
              Tax
                paid

            	 	 	
              (13

            	
              )

            	 	
              (2

            	
              )

            
	 	 	 	 	 	 	 	 
	
              Net
                cash used in operating activities

            	 	 	
              (433

            	
              )

            	 	
              (928

            	
              )

            
	 	 	 	 	 	 	 	 
	
              Cash
                flows from investing activities

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Purchase
                of property, plant and equipment

            	 	 	
              (28

            	
              )

            	 	
              (103

            	
              )

            
	
              Acquisition
                of subsidiaries, net of cash acquired

            	 	 	
              –

            	 	 	
              53

            	 
	 	 	 	 	 	 	 	 
	
              Net
                cash used in investing activities

            	 	 	
              (28

            	
              )

            	 	
              (50

            	
              )

            
	
              Cash
                flows from financing activities

            	 	 	 	 	 	 	 
	
              Increase
                in bank loans – Letter of credits

            	 	 	
              209

            	 	 	
              –

            	 
	
              Proceeds
                from issuance of ordinary shares

            	 	 	
              –

            	 	 	
              2,334

            	 
	
              Share
                issue expenses

            	 	 	
              –

            	 	 	
              (857

            	
              )

            
	 	 	 	 	 	 	 	 
	
              Net
                cash generated from financing activities

            	 	 	
              209

            	 	 	
              1,477

            	 
	 	 	 	 	 	 	 	 
	
              Net
                (decrease)/increase in cash and cash equivalents

            	 	 	
              (252

            	
              )

            	 	
              499

            	 
	 	 	 	 	 	 	 	 
	
              Cash
                and cash equivalents at beginning of the period

            	 	 	
              521

            	 	 	
              –

            	 
	
              Effect
                on foreign exchange rate change

            	 	 	
              (167

            	
              )

            	 	
              22

            	 
	 	 	 	 	 	 	 	 
	
              Cash
                and cash equivalents at the end of period

            	 	 	
              102

            	 	 	
              521

            	 
	 	 	 	 	 	 	 	 
	
              Analysis
                of the balances of cash and cash equivalents

            	 	 	 	 	 	 	 
	
              Bank
                and cash balance

            	 	 	
              102

            	 	 	
              521

            	 


    

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

     

    
      
        	   

	
                APPENDIX
                  4

              	
                PRO
                  FORMA STATEMENT OF NET ASSETS

                 FOR
                  THE ENLARGED GROUP

              
	 	 


      

    

    


    ILLUSTRATIVE
      PRO FORMA STATEMENT OF NET ASSETS FOR THE ENLARGED GROUP AS AT
      30TH
      JUNE
      2008

    


    The
      following unaudited pro forma statement of net assets of the Enlarged Group,
      which has been prepared for illustrative purposes only, shows what the net
      assets of the Enlarged Group might be following completion of the acquisitions
      of Asia Distribution Solutions Limited and Jugiong by the Company. It has been
      prepared on the basis that the acquisitions were completed at 30th
      June
      2008
      and on the basis set out in the notes. Due to its nature, it may not give a
      true
      reflection of the financial position of the Enlarged Group.

    


    
      	 	 	
               30th June 2008

            	 
	 	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              Proforma

            	
               

            
	
              All figures are in US$

            	
               

            	
              YRMN

            	
               

            	
              ADSL (2)

            	
               

            	
              Jugiong (3)

            	
               

            	
              Enlarged Group

            	
               

            
	
              IFRS BASIS

            	
               

            	
              (Unaudited)

            	
               

            	
              (Unaudited)

            	
               

            	
              (Unaudited)

            	
               

            	
              (Unaudited)

            	
               

            
	 	 	 	 	 	 	 	 	 	 
	
              ASSETS

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Current
                assets:

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Cash
                and cash equivalents

            	 	
              $

            	
              (39,452

            	
              )

            	
              $

            	
              1,680,746

            	 	
              $

            	
              -

            	 	
              $

            	
              1,641,294

            	 
	
              Accounts
                receivable

            	 	 	
              723,530

            	 	 	
              2,922,649

            	 	 	
              -

            	 	 	
              3,646,179

            	 
	
              Inventory

            	 	 	
              5,570,381

            	 	 	
              1,937,877

            	 	 	
              -

            	 	 	
              7,508,258

            	 
	
              Due
                from related party

            	 	 	
              70,555

            	 	 	
              799,044

            	 	 	
              -

            	 	 	
              869,599

            	 
	
              Other
                assets

            	 	 	
              371,850

            	 	 	
              500,099

            	 	 	
              -

            	 	 	
              871,949

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                current assets

            	 	 	
              6,696,864

            	 	 	
              7,840,414

            	 	 	
              -

            	 	 	
              14,537,278

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Property,
                plant, and equipment, net
                (see
                Notes 1 and 4)

            	 	 	
              10,098,613

            	 	 	
              611,352

            	 	 	
              11,000,000

            	 	 	
              21,709,965

            	 
	
              Intangible
                assets (Note
                4)

            	 	 	
              1,122,865

            	 	 	
              254,916

            	 	 	
              -

            	 	 	
              1,377,782

            	 
	
              Goodwill

            	 	 	
              -

            	 	 	
              2,485,163

            	 	 	
              -

            	 	 	
              2,485,163

            	 
	
              Leasehold
                improvements

            	 	 	
              -

            	 	 	
              208,197

            	 	 	
              -

            	 	 	
              208,197

            	 
	
              Amortization

            	 	 	
              -

            	 	 	
              (194,739

            	
              )

            	 	
              -

            	 	 	
              (194,739

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                assets

            	 	
              $

            	
              17,918,343

            	 	
              $

            	
              11,205,302

            	 	
              $

            	
              11,000,000

            	 	
              $

            	
              40,123,646

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              LIABILITIES
                AND SHAREHOLDERS’ EQUITY 

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Current
                liabilities:

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Receipt
                in advance

            	 	
              $

            	
              -

            	 	
              $

            	
              66,424

            	 	
              $

            	
              -

            	 	
              $

            	
              66,424

            	 
	
              Trade
                and other payables

            	 	 	
              1,618,133

            	 	 	
              2,012,797

            	 	 	
              -

            	 	 	
              3,630,930

            	 
	
              Capital
                leases, current portion

            	 	 	
              103,765

            	 	 	
              -

            	 	 	
              -

            	 	 	
              103,765

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                current liabilities

            	 	 	
              1,721,898

            	 	 	
              2,079,222

            	 	 	
              -

            	 	 	
              3,801,120

            	 


    

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    
      	   

	
              APPENDIX
                4

            	
              PRO
                FORMA STATEMENT OF NET ASSETS

               FOR
                THE ENLARGED GROUP

            
	 	 


    

     

    
      	 	 	
              30th June 2008

            	 
	
               

            	 	 	 	 	 	 	 	
              Proforma

            	 
	
              All figures are in US$

            	 	
              YRMN

            	
               

            	
              ADSL (2)

            	
               

            	
              Jugiong (3)

            	
               

            	
              Enlarged Group

            	
               

            
	
              IFRS BASIS

            	
               

            	
              (Unaudited)

            	
               

            	
              (Unaudited)

            	
               

            	
              (Unaudited)

            	
               

            	
              (Unaudited)

            	
               

            
	 	 	 	 	 	 	 	 	 	 
	
              Capital leases, net of
                current
                portion

            	 	 	
              78,292

            	 	 	
              -

            	 	 	
              -

            	 	 	
              78,292

            	 
	
              Related
                party debt

            	 	 	
              2,267,185

            	 	 	
              1,014,323

            	 	 	
              -

            	 	 	
              3,281,508

            	 
	
              Long-term
                debt

            	 	 	
              5,511,308

            	 	 	
              323,230

            	 	 	
              5,000,000

            	 	 	
              10,834,538

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                liabilities

            	 	 	
              9,578,683

            	 	 	
              3,416,775

            	 	 	
              5,000,000

            	 	 	
              17,995,458

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Shareholders’
                equity

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Common
                stock

            	 	 	
              38,000

            	 	 	
              63,340

            	 	 	
              -

            	 	 	
              101,340

            	 
	
              Accumulated
                earnings (deficit)

            	 	 	
              (8,525,269

            	
              )

            	 	
              1,264,244

            	 	 	
              -

            	 	 	
              (7,261,025

            	
              )

            
	
              Subscription
                receivable

            	 	 	
              (88,000

            	
              )

            	 	
              -

            	 	 	
              -

            	 	 	
              (88,000

            	
              )

            
	
              Minority
                interest

            	 	 	
              -

            	 	 	
              452,356

            	 	 	
              -

            	 	 	
              452,356

            	 
	
              Redeemable
                convertible Note

            	 	 	
              -

            	 	 	
              -

            	 	 	
              6,000,000

            	 	 	
              6,000,000

            	 
	
              Additional
                paid-in capital (Note
                4)

            	 	 	
              16,914,931

            	 	 	
              6,008,587

            	 	 	
              -

            	 	 	
              22,923,516

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                shareholders’ equity

            	 	 	
              8,339,660

            	 	 	
              7,788,527

            	 	 	
              6,000,000

            	 	 	
              22,128,187

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                liabilities and shareholders’ equity

            	 	
              $

            	
              17,918,343

            	 	
              $

            	
              11,205,302

            	 	
              $

            	
              11,000,000

            	 	
              $

            	
              40,123,645

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net
                Assets

            	 	
              $

            	
              8,339,660

            	 	
              $

            	
              7,788,527

            	 	
              $

            	
              6,000,000

            	 	
              $

            	
              22,128,187

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Tangible
                Assets

            	 	
              $

            	
              16,795,477

            	 	
              $

            	
              8,465,223

            	 	
              $

            	
              11,000,000

            	 	
              $

            	
              36,260,701

            	 


    

     

    Notes:

    


    
      	
            	(1)	
              Assumes
                the acquisition of the Jugiong vineyard together with the convertible
                note
                of US$6,000,000 as of 30th
                June
                2008.

            


    

    


    
      	
            	(2)	
              Extracted
                from ADSL interim results to 30th
                June 2008 and translated into US Dollars at $0.567 Pound Sterling
                to
                US
                Dollar.

            


    

    


    
      	
            	(3)	
              Extracted
                from management information provided by Delta Dawn Pty, Ltd. as of
                30th
                June 2008 and translated into US
                Dollars at $0.9605 US Dollars to one Australian
                Dollar.

            


    

    


    
      	
            	(4)	
              YRMN’s
                property, plant, equipment and intangible assets have been recorded
                at
                fair market value in accordance with IFRS for purposes of this statement.
                Under U.S. GAAP these items are reported at their original historical
                cost
                basis. The increase in value based on IFRS is added to Additional
                paid-in
                capital.

            


    


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    


    
      	    
	 
	
              APPENDIX
                5

            	
              ADDITIONAL
                INFORMATION

              RELATING
                TO ADSL AND YARRAMAN

            
	 	 


    

     

    
      	1.	
              RESPONSIBILITY
                STATEMENTS

            


    

    


    
      	
            	1.1	
              The
                YRMN Directors, whose names are set out in paragraph 2.1 below, accept
                responsibility for the information contained in this document (other
                than
                the information relating to ADSL, the ADSL Directors or members of
                their
                immediate families and persons connected with the Directors). To
                the best
                of the knowledge and belief of the YRMN Directors (who have taken
                all
                reasonable care to ensure that such is the case), the information
                contained in this document is in accordance with the facts and does
                not
                omit anything likely to affect the import of such
                information.

            


    

    


    
      	
            	1.2	
              The
                ADSL Directors, whose names are set out in paragraph 2.2 below, accept
                responsibility for the information contained in this document relating
                to
                ADSL, the ADSL Directors, their immediate families and persons connected
                with the ADSL Directors. To the best of the knowledge and belief
                of the
                ADSL Directors (who have taken all reasonable care to ensure that
                such is
                the case), the information contained in this document relating to
                ADSL,
                the ADSL Directors, their immediate families and persons connected
                with
                the ADSL Directors, is in accordance with the facts and does not
                omit
                anything likely to affect the import of such
                information.

            


    

     

    
      	2.	
              DIRECTORS

            


    

     

    
      	
            	2.1	
              The
                Directors of Yarraman are:

            


    

     

    William
      J. Stubbs

    Ian
      Long

    Gary
      Blom

     

    The
      business address of each of the YRMN Directors is c/o Yarraman Winery, Inc.,
      Yarraman Road, Wybong, Upper Hunter Valley, New South Wales, Australia 2333,
      which is also the principal place of business of Yarraman.

    


    
      	
            	2.2	
              The
                directors of ADSL are:

            


    

     

    Michael
      Kingshott

    Alan
      Leung Steve Wong Andrew Tan

    


    The
      business address of each of the ADSL Directors is at 2379, Wu Zhong Road, Min
      Hang District, Shanghai, PRC 20110 which is also ADSL’S principal place of
      business. ADSL’s registered office is at Codan Trust Company (Cayman) Limited,
      Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman
      Islands.



    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    
      	   
	 
	
              APPENDIX
                5

            	
              ADDITIONAL
                INFORMATION

              RELATING
                TO ADSL AND YARRAMAN

            
	 	 


    

    


    
      	
            	2.3	
              The
                Proposed Directors of Yarraman are:

            


    

    


    Michael
      Kingshott

    Geoff
      White

    Steve
      Wong

    Aileen
      Pringle

    Stephen
      Kulmar

    June
      Boo

    


    The
      business address of each of the proposed Australian Directors being Geoff White
      & Stephen Kulmar is c/o Yarraman Estate, Pty Ltd, Yarraman Road, Wybong,
      Upper Hunter Valley, New South Wales, Australia 2333, which is also the
      principal place of business of Yarraman.

    


    
      	3.	
              SUMMARY
                OF THE SERVICE CONTRACTS AND LETTERS OF APPOINTMENT OF THE YMRN
                DIRECTORS

            


    

    


    Except
      for William Stubbs Chairman of Yarraman who receives AUD$10,000 per annum for
      serving as Chairman of the YRMN Board, the YRMN Directors do not receive
      compensation for serving in such capacity as there is currently no compensation
      policy in place. After completion of the Offer, the YRMN Board will discuss
      future Director compensation policies. Each director shall hold office until
      the
      next election of directors by stockholders and until their successors are
      elected and qualified or until their earlier resignation or
      removal.

    


    The
      ADSL
      Directors who will become YRMN Directors at Closing shall hold office until
      the
      next election of directors by shareholders and until their successors are
      elected and qualified or until their earlier resignation or
      removal.

    


    
      	4.	
              DISCLOSURE
                OF INTERESTS AND DEALING IN
                SHARES

            


    

     

    
      	
            	4.1	
              Interests
                in Yarraman

            


    

    


    
      	
            	4.1.1	
              As
                at 24th
                November
                2008, being the last practicable before the date of this document,
                the
                interests of the YRMN Directors, their immediate families and connected
                persons (within
                the meaning of section 252 of the Companies Act) in the share capital
                of
                Yarraman,
                all of which are beneficial are as
                follows:

            


    

     

    
      	
              Name

            	 	
              Number of Yarraman Shares

            	 	 	 
	 	 	 	 	 	 
	
              William
                J. Stubbs

            	 	 	 	 	 	
              75,000

            	 
	
              Ian
                Long

            	 	 	
              225,000

            	 	 	 	 
	
              Gary
                Blom

            	 	 	 	 	 	
              6,045,200

            	
               

            


    

     

    
      	
            	4.1.2	
              As
                at 24th
                November 2008, Geoff White and Stephen Kulmar are the beneficial
                owners of
                8,405,676 YRMN Shares and 275,800 YRMN Shares
                respectively.

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    

      
        	 	 
	
                APPENDIX
                  5

              	
                ADDITIONAL
                  INFORMATION
RELATING TO ADSL AND
                  YARRAMAN

              


      

       

      
        	4.2	
                Dealing
                  in YRMN Shares

              


      

      


      
        
          	
                	4.2.2	
                  There
                    have been no dealings for value in YRMN Shares in the last twelve
                    months
                    by the YRMN Directors, members of their immediate families and
                    their
                    connected persons.

                


        

      

       

      
        	
              	4.2.3	
                There
                  have been no dealings for value in YRMN Shares in the last twelve
                  months
                  by ADSL or any persons who have given irrevocable undertakings
                  to accept
                  the Offer.

              


      

       

      
        	4.3	
                Interests
                  in ADSL

              


      

      


      
        	
              	4.3.2	
                As
                  at 24th
                  November 2008, being the last practicable date before the date
                  of this
                  document, the interests of the ADSL Directors, their immediate
                  families
                  and connected persons (within the meaning of section 252 of the
                  Companies
                  Act) in the share capital of ADSL, all of which are beneficial
                  are as
                  follows:

              


      

      


      
        	
                Name

              	 	
                Number of ADSL Shares Michael Kingshott including trusts

              	 
	
                 

              	 	 	
                4,731,332
                  

              	* 
	
                Steve
                  Wong

              	 	 	
                450,000

              	 
	
                Andrew
                  Tan

              	 	 	
                1,039,832

              	** 


      

      


      
        	
              	*	
                Includes
                  339,832 ADSL shares held in the name of Michael Kingshott on behalf
                  of
                  Andrew Tan

              


      

      


      
        	
              	**	
                Excludes
                  339,832 ADSL held by Michael Kingshott on behalf of Andrew
                  Tan

              


      

      


      Certain
        of the ADSL Directors are entitled to receive YRMN Preferred Shares in
        consideration of the surrender of their ADSL Options and/or waiver of rights
        to
        receive ADSL Shares. Please refer to paragraph 9 of Part II for further details.
        Prior to this Offer, none of the ADSL Directors, nor their immediate families
        or
        connected persons (within the meaning of section 252 of the Companies Act),
        have
        any other interest in the share capital of YRMN.

      


      
        	4.4	
                Dealing
                  in ADSL Shares

              


      

      


      
        	
              	4.4.2	
                There
                  have been no dealings for value in ADSL Shares in the last twelve
                  months
                  by YRMN or any of the YRMN Directors, members of their immediate
                  families
                  and their connected persons.

              


      

      


      
        	
              	4.4.3	
                On
                  the 9th
                  April 2008 Michael Kingshott acquired 80,000 ADSL Shares and on
                  the
                  26th
                  June 2008 Get Ahead Investment a company of which Michael Kingshott
                  has a
                  beneficiary interest in acquired 2,330,000 ADSL Shares and 225,000
                  for
                  Helen Kingshott.

              


      


      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      


      
        	 	 
	
                APPENDIX
                  5

              	
                ADDITIONAL
                  INFORMATION
RELATING TO ADSL AND
                  YARRAMAN

              


      

       

      
        	
              	4.4.4	
                Other
                  than as stated in paragraph 4.4.3 above, there have been no dealings
                  for
                  value in ADSL Shares in the last twelve months by the ADSL Directors,
                  members of their immediate families and their connected
                  persons.

              


      

      


      
        	
              	4.4.5	
                Other
                  than as stated there in paragraph 4.4.3 above, there have been
                  no dealings
                  for value in ADSL Shares in the last twelve months by persons who
                  have
                  given irrevocable undertakings to accept the
                  Offer.

              


      

       

      
        	5.	
                MARKET
                  QUOTATIONS OF SHARES

              


      

      


      
        	
              	5.1	
                The
                  following table sets out the closing middle market quotations for
                  ADSL
                  Shares as derived from AIM:

              


      

       

      
        	
              	5.1.2	
                the
                  first Business Day of each of the six months prior to the date
                  of this
                  document;

              


      

       

      
        	
              	5.1.3	
                15th
                  July 2008 (the last business day before the commencement of the
                  Offer
                  period); and

              


      

       

      
        	
                Date

              	 	
                Price per Ordinary Share

              	 
	 	 	
                (pence)

              	 
	 	 	 	 	 
	
                1st
                  June 2008

              	 	 	
                20.50

              	 
	
                1st
                  July 2008

              	 	 	
                15.50

              	 
	
                15th
                  July 2008

              	 	 	
                17.50

              	 
	
                1st
                  August 2008

              	 	 	
                24.00

              	 
	
                1st
                  September 2008

              	 	 	
                21.00

              	 
	
                1st
                  October 2008

              	 	 	
                19.50

              	 
	
                1st
                  November 2008

              	 	 	
                20.00

              	 


      

       

      
        	
              	5.2	
                The
                  last sale price of YRMN Common Shares was $1.50 on 23rd
                  April 2008.

              


      

      


      The
        conversion of AUD$5.3 million debt in Yarraman into 12,000,000 YRMN Common
        Shares by certain shareholders of Yarraman on 30th
        June
        2008 took place at a price of US$0.42 per YRMN Common Shares and a prevailing
        currency exchange rate of AU$1: US$0.95.


      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

      
        
          	 	 
	
                  APPENDIX
                    5

                	
                  ADDITIONAL
                    INFORMATION
RELATING TO ADSL AND
                    YARRAMAN

                


        

      

      


      
        	6.	
                SHARE
                  CAPITAL HISTORY OF YRMN

              


      

       

      
        	 	 	 	 	
                Total Shares

              	 
	 	 	
                Number of Shares

              	 	
                Outstanding

              	 
	 	 	 	 	 	 	 	 
	
                10th
                  December 1996 initial stock issuance

              	 	 	
                2,100,000
                  

              	 	 	
                2,100,000

              	 
	 	 	 	 	 	 	 	 
	
                15th
                  August 2005 stock dividend, 4.55 shares for each 1 share
                  held

              	 	 	
                9,555,000

              	 	 	
                11,655,000

              	 
	 	 	 	 	 	 	 	 
	
                12th
                  December 2005 stock cancellation by shareholders

              	 	 	
                (8,158,500

              	
                )

              	 	
                3,496,500

              	 
	 	 	 	 	 	 	 	 
	
                22nd
                  December 2005 issuance of shares to purchase Yarraman
                  Australia

              	 	 	
                15,000,000

              	 	 	
                18,496,500

              	 
	 	 	 	 	 	 	 	 
	
                22nd
                  December 2005 stock issued for finders fee

              	 	 	
                1,250,000

              	 	 	
                19,746,500

              	 
	 	 	 	 	 	 	 	 
	
                22nd
                  December 2005 sale of stock private placement

              	 	 	
                5,253,500

              	 	 	
                25,000,000

              	 
	 	 	 	 	 	 	 	 
	
                16th
                  July 2007 sale of stock to Officer

              	 	 	
                250,000

              	 	 	
                25,250,000

              	 
	 	 	 	 	 	 	 	 
	
                30th
                  June 2008 shares issued to Directors, Officers and
                  Consultants

              	 	 	
                750,000

              	 	 	
                26,000,000

              	 
	 	 	 	 	 	 	 	 
	
                30th
                  June 2008 shares issued to convert debt to equity

              	 	 	
                12,000,000

              	 	 	
                38,000,000

              	 


      

       

      
        	7.	
                SUMMARY
                  OF ARTICLES OF INCORPORATION AND BY-LAWS OF
                  YRMN

              


      

       

      Summary
        of Articles of Incorporation

      


      Purpose:
        The
        corporation is organized for the purpose of engaging in any lawful activity,
        within or without the State of Nevada.

      


      Stock:
        The
        total number of shares of authorized capital stock that may be issued by
        the
        corporation is 100,000,000, of which 90,000,000 shares are common stock,
        par
        value $0.001, and 10,000,000 shares are preferred stock, par value $0.001.
        Shares of preferred stock may be issued in one or more series as may be
        established from time to time by a resolution of the board of directors,
        each of
        which shall consist of such number of shares with such distinctive designation
        or title as shall be fixed by resolutions of the board of directors prior
        to
        issuance of such shares. Each such class or series of preferred stock shall
        have
        such voting powers (full or limited or no voting powers) and such preferences
        and relative, participating, option or other special rights and such
        qualifications, limitations or restrictions, as shall be stated in resolutions
        adopted by the board of directors providing for the issuance of such series
        of
        preferred stock.

      


      
        
          
          

        

        
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                  APPENDIX
                    5

                	
                  ADDITIONAL
                    INFORMATION
RELATING TO ADSL AND
                    YARRAMAN

                


        

      

       

      Duration:
        The
        corporation is to have perpetual existence.

      


      Directors’
        and Officers’ Liability: A
        director or officer shall not be personally liable to the corporation or
        its
        stockholders for damages for breach of fiduciary duty as a director or officer
        but liability of a director or officer shall not be eliminated or limited
        for
        (i) acts or omissions which involve intentional misconduct, fraud or a knowing
        violation of law or (ii) the unlawful payment of distributions. Any repeal
        or
        modification of the Articles of Incorporation by stockholders shall be
        prospective and shall not adversely affect any limitation on the personal
        liability of a director or officer for acts or omissions prior to such repeal
        or
        modification.

      


      Indemnity:
        Every
        person who was or is, or threatened to be made, a party to, or is involved
        in
        any civil, criminal, administrative or investigative action, suit or proceeding,
        by reason that he or a person of whom he is the legal representative, is
        or was
        a director or officer of the corporation or serving at the request of the
        corporation as a director or officer of another corporation, or as its
        representative in a partnership, joint venture, trust or other enterprise,
        shall
        be indemnified and held harmless to the fullest extent legally permissible
        under
        Nevada law against all expenses, liability and loss (including attorneys’ fees,
        judgments, fines and amounts paid or to be paid in settlement) reasonably
        incurred or suffered by him in connection therewith. Such right of
        indemnification shall be a contract right enforceable by him. Expenses incurred
        by an officer or director in defending an action, suit or proceeding must
        be
        paid by the corporation as incurred and in advance of the final disposition,
        upon receipt of an undertaking by or on behalf of the director or officer
        to
        repay the amount if it is ultimately determined by a court of competent
        jurisdiction that he is not entitled to indemnification by the corporation.
        Indemnification rights are not exclusive of any other right which directors,
        officers or their representatives may thereafter acquire and they shall be
        entitled to their respective rights of indemnification under any bylaw,
        agreement, stockholder vote, provision of law, or otherwise, as well as their
        rights under the Articles of Incorporation. Indemnification rights shall
        continue as to a person who has ceased to be a director, officer, employee
        or
        agent and shall inure to the benefit of their heirs, executors and
        administrators. The board of directors may adopt bylaws with respect to
        indemnification to provide the fullest indemnification permitted by Nevada
        law
        and may authorize the corporation to purchase and maintain insurance on behalf
        of any officer or director, or person serving at the request of the corporation
        as director or officer of another corporation, or as its representative,
        against
        any liability asserted against him incurred in such capacity, whether or
        not the
        corporation would have the power to indemnify him.

       

      
        
          
          

        

        
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                APPENDIX
                  5

              	
                ADDITIONAL
                  INFORMATION

              
	 	
                RELATING
                  TO ADSL AND YARRAMAN

              


      

      


      Summary
        of Bylaws

      


      Stockholders

      


      Certificates:
        Each
        stockholder is entitled to a certificate signed by or in the name of the
        chairman of the board of directors or the president or vice president and
        treasurer or secretary of the corporation certifying the number of shares
        owned
        by him and setting forth any additional statements required by the General
        Corporation Law of Nevada (“GCL”), including any restrictions on the transfer or
        registration of transfer of stock of any class or series. The corporation
        may
        issue a new certificate in place of any certificate alleged to have been
        lost,
        stolen, or destroyed, and the board of directors may require the owner, or
        legal
        representative, of any lost, stolen, or destroyed certificate to give the
        corporation a bond sufficient to indemnify the corporation against any claim
        that may be made against it on account of the alleged loss, theft, or
        destruction of any such certificate or the issuance of a new
        certificate.

      


      Transfers:
        Upon
        compliance with any provisions restricting transfer or registration of transfer
        of stock, transfers or registration of transfers of stock shall be made only
        on
        the corporation’s stock ledger by the registered holder thereof, or by his
        attorney thereunto authorized by power of attorney filed with the secretary
        of
        the corporation or transfer agent or registrar, and on surrender of the
        certificate(s) for such shares properly endorsed and the payment of any taxes
        due thereon.

      


      Record
        Date: For
        the
        purpose of determining the stockholders entitled to notice of or to vote
        at any
        stockholders’ meeting, or adjournment thereof, or to express consent to action
        in writing without a meeting, or entitled to receive dividend payment or
        other
        distribution or the allotment of any rights, or entitled to exercise any
        rights
        in respect of any change, conversion, or exchange of stock or for the purpose
        of
        any other lawful action, the directors may fix, in advance, a record date,
        which
        shall not be more than 60 days nor less than 10 days before the date of such
        meeting, nor more than 60 days prior to any other action. If a record date
        is
        not fixed, the record date is the close of business on the day before the
        day on
        which notice is given or, if notice is waived, at the close of business on
        the
        day before the meeting is held. Determination of stockholders of record entitled
        to notice of or to vote at any stockholders’ meeting applies to adjournment of
        the meeting; provided, however, that the board may fix a new record date
        for the
        adjourned meeting. The directors must fix a new record date if the meeting
        is
        adjourned to a date more than 60 days later than the date set for the original
        meeting.

      


      Meetings:

      


      
        	
              	a.	
                Time,
                  Place, Call: Annual
                  meetings shall be held on the date and time and at such place within
                  or
                  without Nevada, as shall be fixed from time to time by the directors,
                  provided that the first annual meeting shall be held within 13
                  months
                  after the corporation’s organization, and each successive annual meeting
                  shall be held within 13 months after the date of the preceding
                  annual
                  meeting. Special meetings shall be held on the date and time fixed
                  by the
                  directors. Annual and special meetings may be called by the directors
                  or
                  any officer instructed by the directors to call the
                  meeting.

              


      


      
        
          
          

        

        
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                APPENDIX
                  5

              	
                ADDITIONAL
                  INFORMATION

              
	 	
                RELATING
                  TO ADSL AND YARRAMAN

              


      

      


      
        	
              	b.	
                Notice:
                  Notice
                  of all meetings shall be in writing and signed by the president,
                  vice
                  president or secretary, or by such other person(s) as the directors
                  must
                  designate. Notice must state the purpose(s), time and place of
                  the meeting
                  and must be delivered personally or mailed postage prepaid to each
                  stockholder not less than 10 (20 in the case of an annual meeting)
                  nor
                  more than 60 days before the meeting. If mailed, it must be directed
                  to
                  the stockholder at his address as it appears on the corporation’s records.
                  Any stockholder may waive notice of any meeting by a writing signed
                  by
                  him, or his duly authorized attorney, either before or after the
                  meeting;
                  and if notice is required to be given under the GCL, a waiver thereof
                  in
                  writing and duly signed whether before or after the time stated
                  therein,
                  shall be deemed equivalent thereto.

              


      

      


      
        	
              	c.	
                Conduct:
                  Stockholder meetings shall be presided over by one of the following
                  officers in the order of seniority and if present and acting: the
                  chairman
                  of the board, vice chairman of the board, president, vice president,
                  or,
                  if none of the foregoing is in office and present and acting, by
                  a
                  chairman chosen by the stockholders. The corporation’s secretary, or in
                  his absence, an assistant secretary, shall act as secretary of
                  every
                  meeting, but if neither is present, the chairman of the meeting
                  shall
                  appoint a secretary of the meeting.

              


      

      


      
        	
              	d.	
                Proxy:
                  Any stockholder may designate another person to act for him by
                  proxy in
                  any manner described in or authorized by GCL Section 78.355 at
                  any meeting
                  of stockholders.

              


      

      


      
        	
              	e.	
                Quorum:
                  1/3 of the voting power present in person or by proxy, regardless
                  of
                  whether the proxy has authority to vote on all matters, constitutes
                  a
                  quorum at a stockholders’ meeting for the transaction of business unless
                  the action to be taken requires a greater proportion. Stockholders
                  present
                  may adjourn the meeting despite the absence of a
                  quorum.

              


      

      


      
        	
              	f.	
                Voting:
                  Each
                  share shall entitle the holder thereof to one vote. A plurality
                  of the
                  votes cast shall elect directors to the board. Any other action
                  is
                  approved if the number of votes cast in favor of the action exceeds
                  the
                  number of votes cast in opposition, except where the GCL, Articles
                  of
                  Incorporation, or Bylaws prescribe a different percentage of votes.
                  In the
                  election of directors, voting need not be by ballot; and, except
                  as
                  otherwise provided by the GCL, voting by ballot shall not be required
                  for
                  any other action. Stockholders may participate in a meeting by
                  conference
                  telephone or similar method of communication by which all persons
                  participating in the meeting can hear each
                  other.

              


      

      


      
        	
              	g.	
                Action
                  without Meetings:
                  Except as otherwise provided by GCL, any action required or permitted
                  to
                  be taken at a stockholders’ meeting may be taken without a meeting if,
                  before or after the action, a written consent thereto is signed
                  by
                  stockholders eligible to vote, holding at least a majority of the
                  voting
                  power; provided that if a different proportion of voting power
                  is required
                  for such action, that proportion of written consents is
                  required.

              


      


      
        
          
          

        

        
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                APPENDIX
                  5

              	
                ADDITIONAL
                  INFORMATION

              
	 	
                RELATING
                  TO ADSL AND YARRAMAN

              


      

      


      Directors

      


      Functions:
        The
        board
        of directors shall manage the business and affairs of the corporation and
        shall
        have authority to fix the compensation of the members thereof for services
        in
        any capacity.

      


      Qualifications,
        Number: Each
        director must be at least 18 years old and need not be a stockholder or resident
        of Nevada. Except for the first board of directors (which shall consist of
        no
        less than 5 nor more than 15 persons), the number of directors may be fixed
        by
        action of the stockholders or directors, or, if the number is not fixed,
        the
        number shall be 5. The number of directors may be increased or decreased
        by
        action of the stockholders or directors.

      


      Election,
        Term:
        A
        plurality of the votes cast shall elect directors. Directors who are elected
        at
        an election by stockholders or in the interim to fill vacancies and newly
        created directorships, shall hold office until the next election of directors
        by
        stockholders and until their successors are elected and qualified or until
        their
        earlier resignation or removal. In the interim between elections by
        stockholders, newly created directorships and any vacancies in the board,
        including vacancies resulting from the removal of directors for or without
        cause
        by the stockholders and not filled by said stockholders, may be filled by
        the
        vote of a majority of the remaining directors then in office, although less
        than
        a quorum, or by the sole remaining director.

      


      Meetings:

      


      
        	
              	a.	
                Time,
                  Place, Call:
                  Meetings shall be held at such time and at such place, within or
                  without
                  Nevada, as shall be fixed by the board of directors, except that
                  the first
                  meeting of a newly elected board shall be held as soon after its
                  election
                  as the directors may conveniently assemble. No call is required
                  for
                  regular meetings for which time and place have been fixed. Special
                  meetings may be called by or at the direction of the chairman,
                  vice
                  chairman, president or majority of directors in
                  office.

              


      

      


      
        	
              	b.	
                Notice:
                  No
                  notice is required for regular meetings for which the time and
                  place have
                  been fixed. Written, oral, or any other mode of notice of the time
                  and
                  place shall be given for special meetings in sufficient time for
                  the
                  convenient assembly of the directors. Notice, if any, need not
                  be given to
                  a director or committee member who submits a signed written waiver
                  of
                  notice before or after the time stated
                  therein.

              


      

      


      
        	
              	c.	
                Quorum,
                  Action: A
                  majority of the directors then in office, at a meeting duly assembled,
                  shall constitute a quorum. A majority of the directors present,
                  whether or
                  not a quorum is present, may adjourn a meeting. Except as the GCL,
                  Articles of Incorporation or Bylaws otherwise provide, the act
                  of the
                  directors holding a majority of the voting power of the directors,
                  present
                  at a meeting at which a quorum is present, is the act of the
                  board.

              


      

      


      
        	
              	d.	
                Chairman:
                  the
                  chairman of the board, if any and if present and acting, shall
                  preside at
                  all meetings. Otherwise the vice chairman, president or any other
                  director
                  chosen by the board shall
                  preside.

              


      


      
        
          
          

        

        
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                APPENDIX
                  5

              	
                ADDITIONAL
                  INFORMATION

              
	 	
                RELATING
                  TO ADSL AND YARRAMAN

              


      

      


      Removal:
        Any
        or
        all directors may be removed for or without cause in accordance with the
        GCL.

      


      Written
        Actions: Any
        action required or permitted to be taken at a meeting of the board of directors,
        or any committee thereof, may be taken without a meeting if, before or after
        the
        action, a written consent thereto is signed by all the members of the board
        or
        committee.

      


      Officers

      


      Officers:
        The
        corporation must have a president, secretary, and treasurer and, if deemed
        necessary or desirable by the board or chairman or vice chairman of the board,
        an executive vice president, other vice presidents, assistant secretaries,
        assistant treasurers, and such other officers and agents with such titles
        as the
        resolution choosing them shall designate. Each of any such officers must
        be
        natural persons and must be chosen by or in the manner determined by the
        board
        of directors. Except as may otherwise be provided in the resolution choosing
        him, no officer other than the chairman and vice chairman of the board, if
        any,
        need be a director. Any person may hold two or more offices, as the directors
        may determine.

      


      Term:
        Unless
        otherwise provided in the resolution choosing him, each officer shall be
        chosen
        for a term which shall continue until the board meeting following the next
        annual meeting of stockholders and until his successor is chosen or until
        resignation or removal before the expiration of his term. Any officer may
        be
        removed, with or without cause, by or in the manner determined by the board
        of
        directors. Any vacancy in any office may be filled by or in the manner
        determined by the board.

      


      Duties,
        Authority: All
        officers shall have such authority and perform such duties in the management
        and
        operation of the corporation as shall be prescribed in the resolution
        designating such officers and prescribing their authority and duties, and
        shall
        have such additional authority and duties as are incident to their office
        except
        to the extent that such resolutions or instruments may be inconsistent
        therewith.

      


      Control
        over Bylaws

      


      Control:
        New
        bylaws may be adopted or the bylaws may be amended, altered or repealed by
        the
        stockholders. The power to amend, alter, and repeal the bylaws and to make
        new
        bylaws, other than a bylaw or amendment thereof changing the authorized number
        of directors, shall be vested in the board of directors subject to any bylaws
        adopted by the stockholders.


      
        
          
          

        

        
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                APPENDIX
                  5

              	
                ADDITIONAL
                  INFORMATION

              
	 	
                RELATING
                  TO ADSL AND YARRAMAN

              


      

      


      
        
          	8.	
                  INDUCEMENT
                    FEE

                


        

      

      


      Pursuant
        to the terms of the Implementation Agreement:

      


      
        	
              	(i)	
                ADSL
                  has agreed to pay an inducement fee of US$100,000 by way of compensation
                  in the event that the Offer is announced on a recommended basis
                  and, after
                  such announcement:

              


      

      


      
        	
              	(a)	
                the
                  ADSL Directors do not unanimously and without qualification recommend
                  that
                  ADSL Shareholders accept the Offer or, if relevant, to vote in
                  favour of
                  accepting the Offer or it (or at any committee of the ADSL Directors)
                  at
                  any time withdraws or adversely modifies or qualifies its recommendation
                  to shareholders to accept the Offer, or if relevant, vote in favour
                  of
                  accepting the Offer, or it (or any committee of the ADSL Shareholders)
                  at
                  any time decides not to proceed with the
                  Offer;

              


      

      


      
        	
              	(b)	
                a
                  Third Party Transaction is announced prior to the Offer lapsing
                  or being
                  withdrawn, which Third Part y Transaction subsequentl y becomes
                  or is
                  declared wholl y unconditional or is completed within six months;
                  or

              


      

      


      
        	
              	(c)	
                the
                  Offer is withdrawn, terminated, lapses or otherwise expires, or
                  is not
                  implemented, in any such case, as a result of ADSL being in substantial
                  breach of its obligations under the Implementation Agreement which
                  is so
                  material as to have caused or to have contributed materially to
                  such
                  withdrawal, termination, lapse or other expiration, or failure
                  to
                  implement, and

              


      

      


      
        	
              	(ii)	
                YRMN
                  has undertaken to pay an inducement fee of US$100,000 by way of
                  compensation in the event that, inter alia, the Offer is announced
                  on a
                  recommended basis and, after such
                  announcement:

              


      

      


      
        	
              	(a)	
                the
                  YRMN Board does not unanimously and without qualification recommend
                  shareholders to vote in favour of any resolution of the YRMN shareholders
                  which is required to be passed in order to implement the proposed
                  transaction or at any time withdraws or adversely modifies or qualifies
                  its recommendation to shareholders, or it (or any committee of
                  such Board)
                  at any time decides not to proceed with the Offer;
                  or

              


      

      


      
        	
              	(b)	
                the
                  Offer is withdrawn, not implemented or lapses as a result of YRMN
                  being in
                  substantial breach of its obligations under the Implementation
                  Agreement
                  which is so material as to have caused or to have contributed materially
                  to such withdrawal, failure to implement, or
                  lapse.

              


      


      
        
          
          

        

        
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                APPENDIX
                  5

              	
                ADDITIONAL
                  INFORMATION

              
	 	
                RELATING
                  TO ADSL AND YARRAMAN

              


      

      


      
        
          	9.	
                  MATERIAL
                    CONTRACTS OF YRMN

                


        

      

      


      
        	
              	(i)	
                The
                  Implementation Agreement.

              


      

      


      
        	
              	(ii)	
                Employment
                  Agreement with Ian Long commencing 16th
                  July 2007 which includes set annual salary and bonus structure
                  based on
                  performance. The contract can be terminated by either party with
                  two
                  months notice other than for cause.

              


      

      


      
        
          	
                	(iii)	
                  Loan
                    agreement dated 22nd
                    December
                    2005 with Provident Bank. Balance at 30th
                    June 2008 of
                    AUD$5,731,990, due on 31st
                    December
                    2008, interest ranging between 10.5 per cent to 16.5
                    per cent.

                


        

      

      


      
        	
              	(iv)	
                On
                  30th
                  June 2008 Delta Dawn Pty., Ltd. converted AUD$2,900,000 of long
                  term debt
                  into 6,559,524
                  YRMN Common Shares.

              


      

      


      
        	
              	(v)	
                On
                  30th
                  June 2008 Whinners Pty., Ltd. converted AUD$2,400,000 of long term
                  debt
                  into 5,440,476
                  YRMN Common Shares.

              


      

      


      
        	10.	
                RELATED
                  PARTY TRANSACTIONS

              


      

      


      Upon
        completion of the Offer, Yarraman has agreed to acquire Jugiong Vineyard
        from
        Delta Dawn Pty., Ltd. In connection therewith, Yarraman has agreed to issue
        a
        convertible promissory note to Delta Dawn Pty., Ltd. in the amount of $6
        million
        and has agreed to assume an outstanding loan in the amount of $5
        million.

      


      


      On
        30th
        June
        2008 Delta Dawn Pty., Ltd. converted AUD$2,900,000 of long term debt into
        6,559,524
        shares if the Company’s common stock.

      


      Whinners
        Pty. Ltd., which is owned by Geoff White, a major shareholder of Yarraman
        has a
        loan agreement with Yarraman. Total original loan was AUD$3,875,000 starting
        on
        1st
        July
        2007 at 6.50 per cent interest. On 30th
        June
        2008 Whinners received 5,440,476 shares in exchange for AUD$2,400,000 of
        the
        debt, leaving a remaining balance of AUD$1,475,000, which is due on
        30th
        September 2009.

      


      In
        addition, Whinners Pty., Ltd. has loaned Yarraman funds from time to time
        as
        needed.

      


      
        
          	11.	
                  OTHER
                    INFORMATION

                


        

      

      


      Save
        as
        disclosed in this document, no agreement, arrangements or understanding exists
        whereby the beneficial ownership of any of the ADSL Shares to be acquired
        by
        Yarraman pursuant to the Offer will be transferred to any other
        person.

      


      Evolution
        has given and has not withdrawn its written consent to the references to
        its
        name in the forms and contexts in which they appear.


      
        
          
          

        

        
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                APPENDIX
                  5

              	
                ADDITIONAL
                  INFORMATION

              
	 	
                RELATING
                  TO ADSL AND YARRAMAN

              


      

      


      
        	12.	
                DOCUMENTS
                  AVAILABLE FOR INSPECTION

              


      

      


      The
        documents referred to below will be available for inspection at ADSL Fleet
        House
        8-12 New Bridge
        Street. London. EC4V6AL. the addresses above during normal business hours
        on any
        weekday (Saturdays,
        Sundays and public holidays excepted) while the Offer remains open for
        acceptance:

      


      
        	
              	·	
                Each
                  of the arrangements summarised in paragraphs 9 and 10 of this Appendix
                  5;

              


      

      


      
        	
              	·	
                The
                  YRMN By-laws and articles of
                  incorporation;

              


      

      


      
        	
              	·	
                The
                  Yarraman accounts filings for the periods covered in Appendix
                  3;

              


      

      


      
        	
              	·	
                The
                  ADSL accounts for 2007 and the interim statement for H1
                  2008;

              


      

      


      
        	
              	·	
                The
                  ADSL memorandum and articles;

              


      

      


      
        	
              	·	
                The
                  RNS announcements relating to the
                  offer;

              


      

      


      
        	
              	·	
                The
                  final offer document and form of
                  acceptance.

              


      

      


      Date:
        27th
        November
        2008


      
        
          
          

        

        
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                APPENDIX
                  6

              	
                DEFINITIONS

              


      

      


      The
        following definitions apply throughout this document, unless the context
        otherwise requires:

      


      
        	
                “Additional
                  YRMN Authority”

              	
                shall
                  mean the increase in the number of authorized YRMN Common Shares
                  that may
                  be issued pursuant to YRMN’s articles of incorporation to an amount as
                  shall be sufficient to enable each New YRMN Preferred Share to
                  convert
                  into ten YRMN Common Shares;

              
	 	 
	
                “ADSL”
                  or “Company”

              	
                Asia
                  Distribution Solutions Limited;

              
	 	 
	
                “ADSL
                  Board”

              	
                the
                  board of directors from ADSL;

              
	 	 
	
                “ADSL
                  Depository Interests”

              	
                a
                  dematerialised depositary interest representing an entitlement
                  to an ADSL
                  Share;

              
	 	 
	
                “ADSL
                  Directors”

              	
                the
                  directors of ADSL as at the date of this document, being the persons
                  whose
                  names are set out in paragraph 8 of Part I of this document and
“ADSL
                  Director” means any one of them;

              
	 	 
	
                “ADSL
                  Director Shareholders”

              	
                ADSL
                  Directors and directors of the ADSL Subsidiaries who hold ADSL
                  Shares or
                  ADSL Depository Interests;

              
	 	 
	
                “ADSL
                  Group”

              	
                ADSL
                  and the Subsidiaries;

              
	 	 
	
                “ADSL
                  Options”

              	
                Options
                  to purchase ordinary shares of ADSL;

              
	 	 
	
                “ADSL
                  Shares”

              	
                ordinary
                  shares of ADSL;

              
	 	 
	
                “ADSL
                  Shareholders”

              	
                holders
                  of ADSL Shares or ADSL Depository Interests;

              
	 	 
	
                “ADSL
                  Subsidiaries”

              	
                Vitality,
                  Highland and Panda;

              
	 	 
	
                “AIM”

              	
                the
                  market of that name operated by the London Stock Exchange
                  plc;

              
	 	 
	
                “AIM
                  Rules”

              	
                the
                  AIM Rules for Companies published by the London Stock Exchange
                  plc;

              
	 	 
	
                “AUD$”

              	
                Australian
                  dollars, the official currency of Australia;

              
	 	 
	
                “Board”

              	
                the
                  board of directors of YRMN;

              
	 	 
	
                “Capita
                  Registrars”

              	
                a
                  trading name of Capita Registrars
                  Limited;

              


      


      
        
          
          

        

        
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                APPENDIX
                  6

              	
                DEFINITIONS

              


      

      


      
        	
                “Certificated”

              	
                a
                  share or other security which is not in uncertificated form (that
                  is, not
                  in CREST);

              
	 	 
	
                “City
                  Code”

              	
                the
                  City Code on Takeovers and Mergers;

              
	 	 
	
                “Closing”

              	
                the
                  exchange of the ADSL Shares for YRMN Shares;

              
	 	 
	
                “Concert
                  Party”

              	
                has
                  the meaning given to it in the City Code;

              
	 	 
	
                “Companies
                  Act”

              	
                The
                  Companies Act 2006 (as amended);

              
	 	 
	
                “CREST”

              	
                the
                  relevant system (as defined in the CREST Regulations) of which
                  Euroclear
                  is the Operator (as defined in the CREST Regulations);

              
	 	 
	
                “CREST
                  Manual”

              	
                the
                  CREST Manual published by Euroclear;

              
	 	 
	
                “CREST
                  member”

              	
                a
                  person who has been admitted by Euroclear as a system member (as
                  defined
                  in the CREST Regulations);

              
	 	 
	
                “CREST
                  participant”

              	
                a
                  person who is, in relation to CREST, a system-participant (as defined
                  in
                  the CREST Regulations);

              
	 	 
	
                “CREST
                  Regulations”

              	
                the
                  Uncertificated Securities Regulations 2001 (SI 2001 No. 3775),
                  as
                  amended;

              
	 	 
	
                “CREST
                  Sponsor”

              	
                a
                  CREST participant admitted to CREST as a CREST sponsor;

              
	 	 
	
                “Delta
                  Dawn”

              	
                Delta
                  Dawn Pty Ltd as Trustees for the Yarraman Road Trust, the beneficiaries
                  of
                  which include directors and various shareholders of Yarraman; Delta
                  Dawn
                  is a shareholder of Yarraman Winery Inc.;

              
	 	 
	
                “Depository”

              	
                Capita
                  IRG Trustees Limited;

              
	 	 
	
                “Disclosed”

              	
                means:

              
	 	 
	 	
                (i)
                  

              	
                as
                  disclosed in ADSL’s report and accounts for the year ended 31st December
                  2007;

              
	 	 
	 	
                (ii)
                  

              	
                as
                  publicly announced by ADSL by the delivery of an announcement to
                  the
                  Regulatory News Service prior to the date of the Second
                  Announcement;

              


      


      
        
          
          

        

        
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                APPENDIX
                  6

              	
                DEFINITIONS

              


      

      


      
        	 	
                (iii)
                  

              	
                as
                  disclosed in the First Announcement or the Second Announcement;
                  or

              
	 	 
	 	
                (iv)
                  

              	
                as
                  otherwise fairly disclosed in writing to YRMN or its advisers by
                  or on
                  behalf of ADSL prior to the date of the Second
                  Announcement.

              
	 	 
	
                “Enlarged
                  Group”

              	
                Yarraman,
                  the ADSL Group and the Jugiong Vineyard;

              
	 	 
	
                “Evolution”

              	
                Evolution
                  Securities China Limited;

              
	 	 
	
                “Euroclear”

              	
                Euroclear
                  UK and Ireland Limited a company incorporated under the laws of
                  England
                  and Wales under number 2872738;

              
	 	 
	
                “First
                  Announcement”

              	
                the
                  announcement of the Office released to Regulatory Information Service
                  on
                  4th September 2008;

              
	 	 
	
                “First
                  Closing Date”

              	
                19th
                  December 2008;

              
	 	 
	
                “Following
                  Day Announcement”

              	
                has
                  the meaning given to it in paragraph 2 of Part B of Appendix
                  1

              
	 	 
	
                “Highland”

              	
                Highland
                  Mist Holdings Limited, a company registered in the British Virgin
                  Islands
                  with company number 1454985;

              
	 	 
	
                “HORECA”

              	
                A
                  business term that is a concatenation of the words Hotel/ Restaurant/café,
                  which refers to a sector of the food service industry, that is
                  to
                  establishments that prepare and serve food and
                  beverages;

              
	 	 
	
                “Implementation
                  Agreement”

              	
                the
                  implementation agreement dated 4th September 2008 made between
                  YRMN and
                  ADSL (and the amendment thereto dated 31st October 2008) under
                  which the
                  parties thereto agreed to adopt certain provisions of the City
                  Code in
                  relation to the Offer;

              
	 	 
	
                “Independent
                  Competing Offer”

              	
                means
                  an offer, tender offer, scheme of arrangement, recapitalisation
                  or other
                  transaction for or in respect of some or all of the ADSL Shares
                  which is
                  made by a party which is not an associate (as defined in the City
                  Code) of
                  YRMN and shall include, without limitation, an announcement of
                  such a
                  transaction (or potential transaction) (whether or not subject
                  to any
                  preconditions);

              


      


      
        
          
          

        

        
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                APPENDIX
                  6

              	
                DEFINITIONS

              


      

      


      
        	
                “Jugiong
                  Vineyard”

              	
                the
                  Jugiong Vineyard located over two blocks of land totaling 650 acres
                  comprising the Wirrilla Homestead and Wirrilla Point Block, with
                  475 acres
                  under vines;

              
	 	 
	
                “New
                  World”

              	
                areas
                  outside the traditional wine-growing areas of Europe, in particular
                  Argentina, Australia, Chile, New Zealand, South Africa and the
                  USA;

              
	 	 
	
                “New
                  YRMN Common Shares”

              	
                new
                  YRMN Common Shares to be allotted and issued, credited as fully
                  paid, to
                  the ADSL Shareholders other than the ADSL Director Shareholders
                  as
                  consideration under the Offer;

              
	 	 
	
                “New
                  YRMN Preferred Shares”

              	
                Series
                  A Convertible Preferred Stock of Yarraman, par value $.001 per
                  share, each
                  share carrying the rights of ten YRMN Common Shares and automatically
                  convertible into ten YRMN Common Shares upon the granting by YRMN
                  of the
                  Additional Authority to be allotted and issued, credited as fully
                  paid, to
                  the ADSL Director Shareholders as consideration under the
                  Offer;

              
	 	 
	
                “New
                  YRMN Shares”

              	
                together
                  t h e New YRMN Common S hares and t h e YRMN Preferred
                  Shares;

              
	 	 
	
                “Offer”

              	
                the
                  offer by YRMN to acquire the entire issued and to be issued share
                  capital
                  of ADSL on the terms and subject to the conditions set out in this
                  document and the Form of Acceptance and, where the context so requires,
                  any subsequent revision, variation, extension or renewal
                  thereof;

              
	 	 
	
                “Panda”

              	
                Panda
                  Express China Limited, a company registered in the British Virgin
                  Islands
                  with company number 1034943;

              
	 	 
	
                “Pink
                  Sheets”

              	
                The
                  Pink Sheets is a centralized quotation service that collects and
                  publishes
                  market maker quotes for OTC securities in real time. Pink Sheets
                  is a
                  nexus of OTC dealer markets that enhances price transparency in
                  the OTC
                  markets so investors can more efficiently buy and sell OTC securities.
                  Pink Sheets is owned and operated by Pink OTC Markets
                  Inc.;

              
	 	 
	
                “PRC”

              	
                the
                  People’s Republic of China;

              
	 	 
	
                “Proposed
                  Directors”

              	
                the
                  board of Yarraman following completion of the Offer, being Michael
                  Kingshott, Geoff White, Steve Wong, Aileen Pringle, June Boo and
                  Stephen
                  Kulmar;

              


      


      
        
          
          

        

        
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                APPENDIX
                  6

              	
                DEFINITIONS

              


      

      


      
        	
                “Questionnaire”

              	
                the
                  Selling Shareholder Questionnaire to be completed by each ADSL
                  Shareholder;

              
	 	 
	
                “RMB”

              	
                Reminbi,
                  the official currency of China;

              
	 	 
	
                “Securities
                  Act”

              	
                the
                  Securities Act of 1933, as amended, of the USA;

              
	 	 
	
                “SEC”

              	
                the
                  Securities and Exchange Commission of the USA;

              
	 	 
	
                “SEC
                  Rules”

              	
                the
                  Rules and Regulations of the SEC;

              
	 	 
	
                “Second
                  Announcement”

              	
                an
                  updating announcement relating to the Offer released to a Regulatory
                  Information Service on 31st October 2008;

              
	 	 
	
                “Stock
                  Withdrawal”

              	
                a
                  properly authenticated dematerialised instruction in respect of
                  a
                  transaction type referred to in the CREST Manual as a stock
                  withdrawal;

              
	 	 
	
                “TBC
                  (Shanghai) Ltd”

              	
                a
                  company incorporated in China with company number
                  3101032000696;

              
	 	 
	
                “Third
                  Party Transaction”

              	
                means
                  an offer or proposal (as amended or revised from time to time and
                  whether
                  or not subject to any pre-conditions and howsoever implemented)
                  made (i)
                  by a third party not acting in concert with YRMN, for 50 per cent
                  or more
                  of the issued share capital of ADSL or any class thereof (other
                  than those
                  shares owned or contracted to be acquired by the person making
                  such offer
                  and its associates); or (ii) which involves, in any such case,
                  a change of
                  control of ADSL (other than the acquisition of control by YRMN
                  and/or a
                  person acting in concert with YRMN) or which involves the disposal
                  of any
                  interest in a material part (being not less than 75 per
                  cent);

              
	 	 
	
                “Uncertificated
                  Form”

              	
                a
                  depository interest or other security which is held in
                  CREST;

              
	 	 
	
                “USA”
                  or “U.S.”

              	
                United
                  States of America;

              
	 	 
	
                “US$”

              	
                United
                  States dollars, the official currency of the USA;

              
	 	 
	
                “Vitality”

              	
                Vitality
                  Development Holding Limited, a company registered in the British
                  Virgin
                  Islands with company number
                  1027729;

              


      


      
        
          
          

        

        
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                APPENDIX
                  6

              	
                DEFINITIONS

              


      

      


      
        	
                “Yarraman”
                  or “YRMN”

              	
                Yarraman
                  Winery Inc., a company registered in Nevada, USA whose address
                  is at 700
                  Yarraman Road, Wybong, Upper Hunter Valley, New South Wales, Australia
                  2333;

              
	 	 
	
                “YRMN
                  Board”

              	
                the
                  board of directors of YRMN;

              
	 	 
	
                “YRMN
                  Common Shares”

              	
                shares
                  of common stock of Yarraman, par value $.001 per share;
                  and

              
	 	 
	
                “YRMN
                  Directors”

              	
                the
                  Directors of YRMN as at the date of this document, being the persons
                  whose
                  names are set out in Part II of this document and “YRMN
                  Director”
                  means any one of them.

              


      


      
        
          
          

        

        
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