share conversion

Why the difference in the amount of shares issued in relation to the amount of options.I was under the impression that the minimum conversion rate was on a 1 for 1 basis Regards Towie


PART 1 - ALL ISSUES
You must complete the relevant sections (attach sheets if
there is not enough space).



1. Class of securities issued Ordinary shares (BDL)
or to be issued

2. Number of securities issued 1,283,598 shares allotted
or to be issued (if known) pursuant to the conversion of
or maximum number which 1,195,378 Mandatory Converting
may be issued Notes under the terms and
conditions of Brandrill Ltd's
Prospectus issued 24/10/2002

3. Principal terms of the securities Fully paid ordinary shares
(eg, if options, exercise price
and expiry date; if partly paid
securities, the amount
outstanding and due dates for
payment; if convertible securities,
the conversion price and dates
for conversion)

4. Do the securities rank equally Yes
in all respects from the date
of allotment with an existing
class of quoted securities

If the additional securities
do not rank equally, please
state:
* the date from which they do
* the extent to which they
participate for the next
dividend, (in the case of
a trust, distribution) or
interest payment
* the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment

5. Issue price or consideration Nil payable on conversion of
Brandrill Mandatory Converting
Notes (BDLG)

6. Purpose of the issue (if Shares issued on conversion
issued as consideration for of 1,195,378 BDLG
the acquisition of assets,
clearly identify those Refer to Prospectus dated
assets) 24/10/2002

7. Dates of entering securities 24/01/2003
into uncertified holdings
or despatch of certificates

NUMBER CLASS
8. Number and class of all 128,306,024 Fully paid ordinary
securities quoted on shares (BDL)
ASX (including the 274,968,669 Notes (BDLG)
securities in clause 298,499,676 Options (BDLO)
2 if applicable)

NUMBER CLASS
9. Number and class of all Unlisted options
securities not quoted each to purchase one
on ASX (including the ordinary share in
securities in clause 2 accordance with the
if applicable) Brandrill Ltd Directors'
and Employees' Option
Plan approved by
shareholders on
28/05/1997

190,000 Options expiring
26/05/2003

1,255,901 Options expiring
28/05/2005

3,888,000 Options expiring
09/03/2006