FFI HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2007

Oct 22, 2007

F.F.I. HOLDINGS LIMITED A.C.N. 009 155 328

PROXY FORM

Registered Office: 23 Knock Place Jandakot Western Australia 6164 Telephone +61 8 9417 4088 Facsimile +61 8 9417 3063

I/We (Block Letters) of being a member of F.F.I. Holdings Ltd., hereby appoint

of

or failing him/her and (if you wish to have two proxies)

of of

as my/our proxy/proxies to attend and vote on my/our behalf at the Annual General Meeting of Shareholders to be held at 23 Knock Place Jandakot W.A. 6164 on Wednesday the 21st day of November 2007 at 9:30 am and at any adjournment thereof. (If you have appointed two proxies, please indicate below what proportion of your voting rights each proxy is to represent).

Signed this Signature	day of	2007

Unless otherwise instructed the proxy will vote as he or she thinks fit, or abstain from voting. If the Chairman is appointed proxy, he will vote all undirected proxies in favour of all resolutions.

If the Chairman of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chairman of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Should the member wish to direct the proxy how to vote, the following should be completed.

ORDINARY BUSINESS 1. To receive and adopt the Financial Report 2. To re-elect Mr. R.G. Moonen 3. To receive and adopt the Remuneration Report SPECIAL BUSINESS A. To issue shares under the Executive Share Plan to G.W. Nicholson (a Director) B. To issue shares under the Executive Share Plan to R.G. Strong (a Director)	For Against Abstain

NOTES:

1. Members have one vote for every share held.

2. Unless executed under Power of Attorney, proxy forms executed by corporations must be under seal.

3. In the case of joint holders, all holders should sign.

4. As required by the Articles of Association a proxy form and the Power of Attorney (if any) under which it is signed (or a notarially certified copy thereof) must be received by the Company at 23 Knock Place, JANDAKOT WA 6164 not less than 48 hours before the appointed time of the meeting.

5. Ordinary business may be dealt with by a simple majority of those present, or on the request of a member present at the meeting, on a poll.

6. Special business requires a majority of three fourths of those present or represented by proxy.