FFI HOLDINGS LIMITED — AGM Information 2021

Sep 29, 2021

F.F.I. HOLDINGS LIMITED

ABN 32 009 155 328 15 Monash Gate, Jandakot, W.A. 6164 Telephone: +61 8 9417 6111 Facsimile: +61 8 9417 3063 Email: ffi@ffiholdings.com.au

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NOTICE OF 2021 ANNUAL GENERAL MEETING

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NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of F.F.I. Holdings Ltd will be held at Tradewinds Hotel, 1 Sewell Street (car park entrance from Hubble Street), East Fremantle, Western Australia 6158 on Tuesday, 30[th] November 2021 at 10:00 am.

AGENDA

1. Financial Statements

To receive and consider the Financial Report of the Company and of the consolidated Group for the year ended 30th June 2021 together with the Directors’ Report and Independent Auditor’s Report.

2. Resolution 1 - Remuneration Report (Non-binding)

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

“That the Remuneration Report for the year ended 30th June 2021 (set out in the Directors’ Report) is adopted.”

3. Resolution 2 - Re-election of Director

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

“That Mr. Geoffrey W Nicholson, a Director retiring in accordance with the Constitution but, being eligible, offers himself for re-election, is re-elected as a Director of the Company.”

4. Other Business

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

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By Order of the Board R.G. Moonen Secretary 30[th] September 2021

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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.

2. A Proxy Form is attached to this notice. Proxy voting instructions are provided on the Proxy Form.

3. A shareholder entitled to attend and vote at the Annual General Meeting may appoint an attorney to vote at the meeting. Attorneys should bring an original or certified copy of the Power of Attorney to the meeting.

4. A corporation that is a shareholder or a proxy may elect to appoint a representative in accordance with the Corporations Act 2001, in which case the Company will require written proof of the representative’s appointment, which must be lodged with or presented to the Company before the commencement of the meeting.

5. 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 all the proposed resolutions. Accordingly, if you appoint the Chairman as your proxy and wish to vote differently to how the Chairman intends to vote on any of the proposed resolutions, you must mark “For”, “Against” or “Abstain” on the Proxy Form for the relevant item of business. 6. Proxy Forms must be lodged at Automic Group Ltd. not less than 48 hours before the meeting (i.e. by 10:00am (WST) on Sunday, 28[th] November 2021) by: Online: https://investor.automic.com.au/#/loginsah Email: meetings@automicgroup.com.au Mail to: GPO Box 5193 Sydney, NSW, 2001 Facsimile: +61 2 8583 3040 Deliver in person to: Level 5, 126 Phillip Street Sydney, NSW, 2000.

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1. 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 pm (WST) on Monday, 29[th] November 2021.

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EXPLANATORY MEMORANDUM

1. Financial Statements

As required by the Corporations Act 2001 (Corporations Act), the Financial Statements of the Company and its controlled entities for the year ended 30 June 2021 (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.

2. Resolution 1 - Remuneration Report (Non-binding)

The Annual Report for the year ended 30 June 2021 contains a Remuneration Report (refer to pages 8 to 10) which sets out the policy for the remuneration of Directors and specified executives.

Section 250R (2) of the Corporations Act requires that a resolution to adopt the Remuneration Report 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. 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

As required by the Corporations Act, no member of the Company’s Key Management Personnel (as disclosed in the Remuneration Report), or a closely related party of any such member, may vote in any capacity (e.g. as a shareholder, proxy or corporate representative) on the proposed resolution 1 unless:

• the person votes as a proxy appointed by writing that specifies how the person is to vote on the proposed resolution 1; and

• the vote is not cast on behalf of any such member or closely related party of any such member.

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 as detailed in the Remuneration Report.

The prohibition in the Corporations Act on members of the Company’s Key Management Personnel voting does not apply to the Chairman of the meeting as proxy for a member entitled to vote where the proxy appointed expressly authorises the Chairman to vote in that capacity on resolution 1.

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EXPLANATORY MEMORANDUM (Continued)

2. Resolution 1 - Remuneration Report (Non-binding) ( continued)

Undirected Proxies

If a member entitled to vote appoints the Chairman as their proxy and the member does not direct the Chairman how to vote on resolution 1, the member authorises the Chairman in respect of that item to exercise the proxy notwithstanding that item is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel. Further details are contained on the Proxy Form distributed with the Notice of 2021 Annual General Meeting.

Where the Chairman is appointed as proxy for a member entitled to vote, the Chairman will vote all undirected proxies IN FAVOUR of all proposed resolutions, including resolution 1. Accordingly, if you appoint the Chairman as your proxy and wish to vote differently to how the Chairman intends to vote on any of the items, you must mark “For”, “Against” or “Abstain” on the Proxy Form for the relevant item of business.

3. Resolution 2 - Re-election of Director

Mr. Geoffrey W. Nicholson has over 40 years’ experience in the food processing industry. He has been a Director of the Company since it commenced trading on 2[nd] September 1986 and has been the Managing Director since 1[st] July 2019. Details of Mr. Nicholson’s qualifications and experience are included on page 8 of the Annual Report.

In accordance with Clause 11.3 of the Constitution, Mr. Nicholson retires at the 2021 Annual General Meeting but, being eligible, offers himself for re-election.

The Directors (with Mr. Nicholson abstaining because of his interest) recommend that shareholders vote in favour of the resolution to re-elect Mr. Geoffrey W Nicholson as a Director of the Company.

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