FFI HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2006

Nov 20, 2006

E.E.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

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of shareholders of the Company will be held at 23 Knock Place, Jandakot on Tuesday the 19th December 2006 at 9.30 am for the purpose of transacting the following business:

ORDINARY BUSINESS

To consider, and if thought fit, to pass the following resolutions as Ordinary Resolutions:

• $\mathbf{I}$ . That Mr Christopher Langdon be appointed an additional director of the company.
• $2.5$ That in accordance with ASX Listing Rule 10.17, the aggregate remuneration that may be paid to Non-Executive Directors be increased to \$100,000 per annum.

SPECIAL BUSINESS

To consider, and if thought fit, to pass the following resolutions as a Special Resolution:

A. That in accordance with ASX Listing Rule 10.11. Mr Christopher Langdon be issued 170,000 ordinary shares in the company at an issue price of \$3.12 per ordinary share.

R.G. Moonen Secretary 17th November, 2006

PROXIES:

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. A member may appoint a maximum of two (2) persons as their proxy, and if doing so the proportion of the member's voting rights given in favour of each proxy must be specified. A proxy form is attached to this notice, which, if completed, must be lodged at the registered office of the company not less than 48 hours before the timing of the meeting.

NOTE·

In accordance with ASX Listing Rule 14.11, any votes cast (other than in respect of proxies given by other members of the Company which contain clear instructions as to how such votes are to be exercised) on the above ordinary resolution 2 by a Director of the Company or any associate of that Director shall be disregarded in determining the result of the resolution.

In accordance with ASX Listing Rule 14.11, any votes cast (other than in respect of proxies given by other members of the Company which contain clear instructions as to how such votes are to be exercised) on the above special resolution A by Mr Christopher Langdon shall be disregarded in determining the result of the resolution.

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

NOTICE OF GENERAL MEETING (Continued)

INFORMATION FOR MEMBERS

ORDINARY BUSINESS RESOLUTION 1

In accordance with ASX Listing Rules and the Company's Constitution, the appointment of a new director must be ratified by the members of the Company. Ordinary Business Resolution 1 asks members to ratify the appointment of Mr Christopher Langdon as a director of the Company.

The Directors have carried out a strategic review of the Company's current operations and future growth strategies. In the conduct of this review we also reviewed the composition of the current Board of Directors in order to ensure that it will meet the needs of our company as we go forward. As a result the Directors resolved to expand and strengthen the Board by appointing a new non-executive director.

To this end the directors were very pleased to announce the appointment of Christopher Langdon as a Director of the Company on the $10^{th}$ of November 2006.

Chris holds tertiary qualifications and has been and is a non executive director of a number of listed public and private companies. He is currently the Chief Executive of the Langdon Group, a well-respected Melbourne based company, which has been in operation for over 150 years and is involved in the supply of food ingredients, herbs and spices and contract services in Australia and overseas. Prior to his current role he has been involved in senior management in corporate finance, investment banking and private investment in Australia and the UK. He also has considerable experience in mergers and acquisitions and brings valuable experience to the board in these areas.

FF1 Holdings Ltd has experienced significant growth in its Eastern States markets and expects to capitalise on new opportunities as they become available. This appointment will bring additional skills, experience and geographical advantages to the Board and shareholders and is expected to provide enhanced access to some of the opportunities that will further grow our shareholder value.

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

NOTICE OF GENERAL MEETING (Continued) INFORMATION FOR MEMBERS

ORDINARY BUSINESS RESOLUTION 2

In accordance with ASX Listing Rule 10.17 and the Company's Constitution, the Company must not increase the total amount of Directors' fees payable by it or it's controlled entities without the approval of it's members. The rule does not apply to the salary of an Executive Director.

The Company has not previously paid Directors' fees to non-Executive Directors. With the appointment of Mr Christopher Langdon as a non-Executive Director, the Company proposes to pay him an amount of \$20,000 per annum. This amount was determined after consideration of his qualifications, proven skills, experience and the anticipated value he will contribute to the Company.

The proposed maximum aggregate remuneration that may be paid to non-Executive Directors of \$100,000 per annum has been determined so as to provide for the payment of fees to Mr Langdon, and also leave the Company with sufficient capacity to accommodate any increase in the number of non-Executive Directors, when this is considered appropriate, and enabling the Company to be competitive in attracting Directors of the necessary qualifications and experience.

The Directors stress that it is not intended to distribute all of the maximum aggregate amount of \$100,000, if approved, in the current financial year.

SPECIAL BUSINESS RESOLUTION A

In accordance with ASX Listing Rule 10.11 and the Company's Constitution, Special Resolution A proposes that Mr Christopher Langdon be issued with 170,000 ordinary shares in the company at an issue price of \$3.12 per ordinary share.

The Directors and Mr Langdon agree that with his appointment as Director, it is appropriate that he acquire an initial investment in the Company. The issue of these shares will assist in expanding the company's capital base while aligning the interest of the directors with the interests of shareholders.

The shares will be issued to Mr Langdon no later than one $(1)$ month after the date of the General Meeting, and the shares will rank for dividend from the 1^st January 2007.

R.G. Moonen Secretary 17^th November 2006