CORPORATE GOVERNANCE COMMITTEE CHARTER

PURPOSE
The Corporate Governance Committee (the "Committee") is a Committee of the Adtrans Group Ltd (ADG) Board (the "Board"). The Committee's primary function is to ensure that ADG has appropriate corporate governance structures in place.

COMPOSITION

• The Committee shall consist of a minimum of three (3) Directors, the majority of whom shall be independent.
• A quorum shall be two (2) members, or any greater number determined by the Committee from time to time.
• The duties and responsibilities of a member of the Committee shall be in addition to those duties set out for a Director of the Board.

CHAIRMAN
The Chairman of the Committee shall be appointed by the Board. Should the Chairman be absent from a meeting, the members of the Committee present at the meeting shall choose one of the other members of the Committee to chair that particular meeting.

FREQUENCY OF MEETINGS

• The Chairman will call a meeting of the Committee if so requested by any member of the Committee.
• As a minimum, the Committee shall meet twice per year.

CORPORATE GOVERNANCE DUTIES
The duties of the Committee in relation to corporate governance matters include:

• Determining ADG corporate governance structures using the ASX Corporate Governance Council's Principles and Recommendations as a foundation;
• Review and approve corporate governance statement in the annual report; and
• Review all charters of the Board on an annual basis.

INDEPENDENT ADVICE
The Committee shall have access to external professional advice as necessary, at the company's expense, with the approval of the Chairman, which will not be unreasonably withheld.

SECRETARY
The Company Secretary for ADG shall act as Secretary of the Committee.

VOTING

• Matters arising for determination at Committee meetings shall be decided by a majority of votes of Directors present and voting and any such decision shall for all purposes be deemed a decision of the Committee.
• In the case of equality of votes, the Chairman of the meeting, in addition to his deliberative vote, has the casting vote.

REPORTING
Proceedings of all meetings are minuted and signed by the Chairman or Chair of the Committee. Minutes of all Committee meetings will be provided to the subsequent Committee meeting.

REVIEW OF CHARTER
This charter is to be reviewed annually by the Corporate Governance Committee to ensure it remains consistent with the Board's objectives and responsibilities.

PUBLICATION OF CHARTER
This charter is to be made available to shareholders on the Company's website www.adtrans.com.au

April 2009