FFI HOLDINGS LIMITED — AGM Information 2011

Oct 13, 2011

F.F.I. HOLDINGS LIMITED

A.C.N. 009 155 328 23 Knock Place, Jandakot, W.A. 6164 Telephone: +61 8 9417 4088 Facsimile: +61 8 9417 3063 Email: ffi@ffiholdings.com.au

NOTICE OF 2011 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of the Company will be held at 23 Knock Place, Jandakot on Tuesday the 15[th] November 2011 at 9.30 am for the purpose of transacting the following business:

1. Financial Statements

To receive and consider the Financial Report of the company and of the consolidated group for the year ended 30th June 2011 and the Reports by Directors and Auditors thereon.

2. Remuneration Report

To consider and if thought fit, to pass the following non-binding, ordinary resolution:

“That the Remuneration Report for the year ended 30th June 2011 (set out in the Directors’ Report) is adopted.”

3. Election of Director

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

“That Mr. Robert D. Fraser, a Director appointed since the last Annual General Meeting and retiring in accordance with the Constitution but, being eligible, offers himself for election, is elected as a Director of the company.”

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NOTICE OF 2011 ANNUAL GENERAL MEETING (Continued)

4. Amendments to Company Constitution

To consider and if thought fit, to pass the following resolution as a special resolution:

“That articles 17.1 and 17.2 of the Company’s Constitution be repealed and replaced with the following: Declaration of dividend

• 17.1 Subject to the rights of persons (if any) entitled of shares with special rights to dividend, the Directors may declare final dividends in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Members of such a dividend.”

Directors may declare interim dividend

• 17.2 The Directors may declare interim dividends in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Members of such a dividend”.

5. Other Business

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act 2001.

By Order of the Board R.G. Moonen Secretary 14[th] October, 2011

PROXIES

Notes:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote in his/her stead. That person need not be a member of the Company, but should be a natural person over the age of 18 years.

1. A proxy form is attached to this notice. Proxy voting instructions are provided on the proxy form.

2. If the Chairman of the meeting is appointed, or is taken to be appointed, as a proxy but the appointment does not specify the way to vote on a resolution, then the Chairman intends to exercise the relevant shareholder’s votes in favour of the relevant resolutions (subject to the other provisions of this Notice, including the Explanatory Memorandum and the voting restrictions contained therein).

3. Proxy forms must be lodged at the registered office of the Company not less than 48 hours before the meeting (i.e. by 9.30am on Sunday, 13[th] November 2011) by either mailing the form or delivering it in person to 23 Knock Place, Jandakot WA 6164 or by facsimile to +61 8 9417 3063.

4. In accordance with section 1074E(2)(g)(i) of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations, the holders of the Company’s shares for the purpose of the meeting, will be those registered as holders of the Company’s shares at 7.00 p.m. on Monday, 14[th] November 2011.

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EXPLANATORY MEMORANDUM

1. Financial Statements

As required by the Corporations Act 2001, the Financial Statements of the Company and its controlled entities for the year ended 30 June 2011 (including the Directors’ Report, Directors’ Declaration and Independent Auditor’s Report) will be laid before the meeting. There is no requirement for a formal resolution on this item.

Shareholders will have a reasonable opportunity at the meeting to ask questions about or comment on the Financial Statements and the management of the Company. The auditor of the Company will also be available to answer any questions in accordance with the Corporations Act 2001.

2. Remuneration Report

The Annual Report for the year ended 30 June 2011 contains a Remuneration Report (refer to pages 7 to 9) which sets out the policy for the remuneration of Directors and specified executives.

Section 250R (2) of the Corporations Act 2001 requires that a resolution that the Remuneration Report be adopted be put to the vote at the Company’s annual general meeting. The vote on this resolution is advisory only and does not bind the directors or the Company.

Shareholders will have a reasonable opportunity at the meeting to ask questions about or comment on the Remuneration Report in accordance with the Corporations Act 2001. The Directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report in reviewing the remuneration policies of the Company.

The Directors unanimously recommend that shareholders vote in favour of adopting the Remuneration Report.

Voting Restrictions

The laws that apply to voting on resolutions relating to the remuneration of Key Management Personnel (as disclosed in the Remuneration Report) have changed. Certain categories of persons (including Directors and the Chairman of the meeting) are now prohibited from voting on such resolutions, including as proxy in some circumstances.

To ensure that your vote counts, please read the information in this Explanatory Memorandum and the instructions on the proxy form carefully.

Section 250R(4) of the Corporations Act 2001 provides that Key Management Personnel may not vote on a resolution adopting the Remuneration Report unless they are appointed as proxy for another person and that person directs the member of Key Management

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EXPLANATORY MEMORANDUM (Continued)

Personnel how to vote on the resolution. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

If you intend to appoint a member of Key Management Personnel other than the Chairman as your proxy, you should ensure that you direct your proxy how to vote on this resolution.

If you appoint the Chairman as your proxy, you should note that the Chairman is a member of the Key Management Personnel and may only exercise your vote on the resolution on the Remuneration Report if you direct him how to vote, or mark the appropriate box on the proxy form.

3. Election of Director

Mr Fraser is a corporate adviser and company director with over 22 years of investment banking experience. He is presently the Sydney based Managing Director of TC Corporate Pty Limited, the corporate advisory division of Taylor Collison Limited stockbrokers. Mr Fraser is also a Director and principal of Taylor Collison Limited.

Mr Fraser has Economics and Laws (Honours) degrees from The University of Sydney and is a licensed business agent. He brings to the Board particular expertise in the areas of mergers and acquisitions, corporate and financial analysis, capital management, equity capital markets, corporate governance and investor relations.

Mr Fraser is also a Non-Executive Director of ARB Corporation Limited and Symex Holdings Limited. He has previously been a Non-Executive Director of Concept Hire Limited, Crane Group Limited and HFA Holdings Limited.

Mr Fraser was appointed a Director on 14 October 2011 pursuant to Clause 11.11 of the Constitution. In accordance with Clause 11.12 of the Constitution, Mr Fraser retires at the 2011 Annual General Meeting but, being eligible, offers himself for election.

The Directors (with Mr Fraser abstaining because of his interest) recommend that shareholders vote in favour of the resolution to elect Robert D. Fraser as a Director of the Company.

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EXPLANATORY MEMORANDUM (Continued)

4. Amendments to Constitution

The purpose of the amendment is to align the Company’s Constitution with recent amendments to the Corporations Act 2001 relating to the payment of dividends by a company.

Previously, a company could only pay dividends out of company profits. The Corporations Amendment (Corporate Reporting Reform) Act 2010 has replaced this requirement on and from 28 June 2010, so that a company may only pay a dividend if all of the following three tests would be met if the proposed dividend were paid:

• (a) (Balance sheet test) The company’s assets must exceed its liabilities immediately before the dividend is declared and the excess must be sufficient for the payment of the dividend.

• (b) (Fair to shareholders) The payment of the dividend must be fair and reasonable to the company’s shareholders as a whole.

• (c) (No material prejudice to creditors) The payment of the dividend must not materially prejudice the company’s ability to pay its creditors.

References in the Company’s Constitution to dividends being paid out of profits (see Articles 17.1 and 17.2 in relation to final and interim dividends respectively) are therefore no longer consistent with the Corporations Act and are, in fact, inappropriate as their retention may require the Company to comply with the “profits tests” in addition to the above tests.

Further, as the “balance sheet test” refers to the time that the dividend is declared, companies will need to “declare” dividends rather than merely “determine” to pay dividends.

While the Company’s Constitution provides for the declaration of final dividends, it does not provide for the declaration of interim dividends.

The proposed amendment to the Constitution is designed to resolve these issues.

Shareholders will have a reasonable opportunity at the meeting to ask questions about or comment on the amendment to the Company’s Constitution.

The Directors unanimously recommend that shareholders vote in favour of adopting the amendments to the Constitution.

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