FFI HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2011

Oct 13, 2011

Proxy Form 2011 AGM F.F.I. Holdings Ltd

ACN 009 155 328

1. Member’s Name and Address

Name/Title

Address

2. Appointment of Proxy

I/We being a member/s of F.F.I. Holdings Ltd and entitled to attend and vote hereby appoint

the Chairman Write the name of the person you are appointing of the Meeting OR if this person is someone other than the (mark with an ‘X’) Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of F.F.I. Holdings Ltd to be held at 23 Knock Place, Jandakot WA 6164 on Tuesday, 15th November 2011 at 9.30 a.m. and at any adjournment of that meeting.

Important for Item 2 - If the Chairman of the meeting is your proxy or is appointed your proxy by default

By marking this box, you are directing the Chairman of the meeting to vote in accordance with the Chairman’s voting intentions on Item 2 as set out below and in the Notice of Meeting and Explantory Memorandum. If you do not mark this box, and you have not directed your proxy how to vote on Item 2, the Chairman of the meeting will not cast your votes on Item 2 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in the Voting Directions section below or by marking this box (in which case the Chairman of the meeting will vote in favour of Item 2).

The Chairman of the meeting intends to vote all available proxies in favour of Item 2 of business.

I/We direct the Chairman of the meeting to vote in accordance with the Chairman’s voting intentions in Item 2 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the meeting may exercise my proxy even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel.

3. Voting directions to your proxy - please mark ‘X’ in the box to indicate your directions

Ordinary Business Item 2. To adopt the Remuneration Report Item 3 To elect Mr. Robert D. Fraser as a Director Special Business Item 4 To amend the Company’s Constitution	For Against Abstain*

In addition to the intention advised above, the Chairman of the meeting intends to vote all available proxies in favour of Items 3 and 4.

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

4. Appointing a second proxy

Mark with an ‘X’ if Indicate the percentage of you wish to appoint AND % your voting shares or the number OR Number a second proxy of shares for this proxy form of shares

5. PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director / Company Secretary Sole Company Secretary

Contact Name

Contact Daytime Telephone

Date

How to complete this Proxy Form

1 Your Name and Address

Please complete your name and address as it appears on the Company’s share register.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the meeting as your proxy, mark the box with an ‘X’. If the person you wish to appoint as your proxy is someone other than the Chairman of the meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing an ‘X’ in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you mark more than one box on an item your vote on that item will be invalid.

If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. However, if your proxy is a key management personnel (or a closely related party) then he or she cannot vote undirected proxies on any resolution which is directly or indirectly connected to remuneration of key management personnel.

4 Appointment of a Second Proxy (if desired)

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional proxy form may be obtained by contacting the Company or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first proxy form and the second proxy form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the shareholders must sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission.

Lodgement of Proxy

This proxy form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting – i.e. 9.30 a.m. on Sunday, 13 November 2011. Any proxy form (and any Power of Attorney under which it is signed) received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

• by hand delivery at or by post to 23 Knock Place, Jandakot WA 6164

• by facsimile to +61 8 9417 3063.