FINBAR GROUP LIMITED — AGM Information 2011

Oct 20, 2011

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FINBAR GROUP LIMITED

(ACN 009 113 473)

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NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM

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PROXY FORM

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Date of Meeting

Wednesday 23 November 2011

Time of Meeting 11.00 a.m.

Place of Meeting Pagoda BCD Esplanade River Suites 112 Melville Parade Como Western Australia

Finbar Group Limited

(ACN 009 113 473)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Finbar Group Limited (“Company”) will be held at Pagoda BCD, Esplanade River Suites, 112 Melville Parade, Como, Western Australia on Wednesday 23 November 2011 at 11.00 a.m. for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

ORDINARY BUSINESS

Annual Report

To receive and consider the Company’s financial report, directors’ report and the auditor’s report for the Company for the financial year ended 30 June 2011.

RESOLUTIONS

1. Remuneration Report

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

“That the remuneration report of the Company for the financial year ended 30 June 2011 be adopted.”

Voting Exclusion

The Company will disregard any votes cast on resolution 1 by any member of the key management personnel whose remuneration details are included in the remuneration report and a closely related party of such a member (each an “Excluded Person”). However, the Company will not disregard a vote if:

• (1) it is cast by an Excluded Person as proxy for a person who is entitled to vote, and the proxy form specifies how the proxy is to vote on the proposed resolution; and

• (2) the vote is not cast on behalf of an Excluded Person.

2. Re-election of Mr John Chan as a Director

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

“That Mr John Chan, who retires by rotation as a Director of the Company pursuant to clause 13.2 of the Company’s constitution and offers himself for re-election, and being eligible is re-elected as a director of the Company.”

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SPECIAL BUSINESS - Resolution

3. Increase in Fees payable to Directors

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

“That for the purpose of ASX Listing Rule 10.17 and for all other purposes, in accordance with clause 13.8 of the Company’s constitution, the fees to the Directors be increased by $50,000 to a maximum aggregate of $250,000 per annum, to be divided among the Directors in such proportions as they shall from time to time agree or in default of agreement equally.”

Voting Exclusion

The Company will disregard any votes cast on resolution 3 by a Director of the Company and an associate of such persons. However, the Company will not disregard a vote if:

• (1) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (2) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

Edward Bank

Company Secretary

Dated this 19[th] day of October 2011.

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PROXIES

• Votes at the annual general meeting may be given personally or by proxy, attorney or representative.

• A shareholder entitled to cast two or more votes at the meeting may appoint not more than two proxies to attend and vote at the meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

• A proxy may, but need not be, a shareholder of the Company.

• The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorising in writing or, if such appointor is a corporation, either under seal or under hand of the officer of his attorney duly authorised.

• The instrument of proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument.

• The original instrument appointing the proxy (and the power of attorney or other authority, if any, under which it is signed) or a certified copy must be received pursuant to one of the methods below or in accordance with the Company’s constitution at least 48 hours prior to the time of commencement of the annual general meeting. A proxy form is enclosed with this Notice of Annual General Meeting.

In person Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth WA 6000 Australia By mail Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia By fax Within Australia: 1800 783 447 Outside Australia: +61 3 9473 2555 Online For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

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CORPORATE REPRESENTATIVES

A body corporate that is a shareholder may, in accordance with section 250D of the Corporations Act, authorise, by resolution of its directors or other governing body, such person or persons as it may determine to act as its representative at any general meeting of the Company. A person so authorised shall be entitled to exercise all the rights and privileges of the appointer as shareholder. When a representative is present at a general meeting of the Company, the appointor shall be deemed to be personally present at the general meeting unless the representative is otherwise entitled to be present at the general meeting.

The appropriate appointment document should be produced prior to admission to the meeting. A form of appointment may be obtained by telephoning the Company’s share registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

For the purposes of Corporations Act regulation 7.11.37, the Company determines that members holding ordinary shares at 4.00 p.m. Western Standard Time on Monday 21 November 2011 will be entitled to attend and vote at the annual general meeting.

VOTING INTENTIONS

The chairman intends to vote in favour of, all resolutions on the agenda in respect of all undirected proxies, including in relation to resolution 1 (Remuneration Report).

If you appoint the chairman as your proxy, and you do not provide a direction nor mark the chairman’s box, you will be taken to have directed the chairman to cast your votes in accordance with his expressed intention to vote in favour of resolution 1.

If you appoint the chairman as your proxy and wish to direct him how to vote, you can do so by either marking the boxes for the respective resolutions (i.e. by directing him to vote ‘for’, ‘against’ or ‘abstain’) or by marking the chairman’s box on the proxy form (in which case the chairman will vote in favour of all resolutions).

If you appoint any other member of the Company’s key management personnel whose remuneration is included in the remuneration report (being any member of the Company’s key management personnel other than the chairman), or a closely related party of such a member as your proxy and do not direct them how to vote on resolution 1 (Remuneration Report), such a person will not vote on that item of business.

The Remuneration Report, which is set out on pages 22 to 24 of the 2011 annual report, identifies the Company’s key management personnel for the financial year to 30 June 2011. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

QUESTIONS FROM SHAREHOLDERS

The chairman of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the management of the Company and the remuneration report at the meeting.

Grant Robinson of KPMG (or his representative) will attend the meeting as the auditor responsible for preparing the auditor’s report for the year ended 30 June 2011. The chairman of the meeting will allow a reasonable opportunity for shareholders as a whole to ask the auditor questions at the meeting about:

• the conduct of the audit;

• the preparation and content of the auditor’s report;

• the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

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GLOSSARY

In this Notice of Annual General Meeting and the accompanying Explanatory Memorandum, the following terms have the following meaning unless the context requires otherwise:

“ASX” means the stock exchange operated by ASX Limited;

“ASX Listing Rules” means the listing rules of ASX;

“Board” means the board of Directors;

“Company” means Finbar Group Limited;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Director” means a director of the Company; and

“Explanatory Memorandum” means the explanatory memorandum attached to this Notice of Annual General Meeting.

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Finbar Group Limited (ACN 009 113 473)

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting.

The Directors recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Annual Report

As required by section 317 of the Corporations Act, the financial report, the directors’ report and the auditor’s report of the Company for the last financial year will be laid before the meeting.

The 2011 annual report of the Company, including the financial report, the directors’ report and the auditor’s report of the Company for the year ended 30 June 2011, may be accessed via the Company’s website at www.finbar.com.au.

Shareholders will be provided with the opportunity to ask questions about the reports or about the Company generally but there will be no formal resolution put to the meeting.

Resolution 1 - Remuneration Report

As required by section 250R(2) of the Corporations Act a resolution that the Company’s remuneration report be adopted must be put to shareholders. The remuneration report is contained within the directors’ report on pages 22 to 24 of the 2011 annual report of the Company.

Under the Corporations Act, if 25% or more of votes that are cast on the remuneration report resolution are voted against the adoption of the remuneration report at two consecutive annual general meetings, shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. These changes, referred to as the ‘two strikes rule’ were introduced to strengthen shareholders’ non-binding vote on the adoption of the remuneration report and improve boards’ responsiveness to shareholders’ views on remuneration policies. The Company encourages all shareholders to cast their votes on resolution 1 (and expressly notes that the chairman intends to vote undirected proxies in favour of resolution 1 and other members of key management personnel will not be able to vote undirected proxies, as set out above in the Notice of Annual General Meeting).

Shareholders will be provided with the opportunity to ask questions about or make comments on the remuneration report.

Resolution 2 – Re election of Mr John Chan as a Director

In accordance with 13.2 of the Company’s constitution, at every annual general meeting of the Company 1/3 of the Directors (other than alternate Directors and the Managing Director) for the time being, or, if their number is not a multiple of 3, then such number as is appropriate to ensure that no Director other than alternate Directors and the Managing Director holds office for more than 3 years, shall retire from office. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. A retiring director is eligible for reelection.

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Mr John Chan retires by rotation in accordance with clause 13.2 of the Company’s constitution and offers himself for re-election.

Mr Chan was appointed as a Director in 1995, has been Chairman since 2010, and was instrumental in relisting Finbar on the ASX as a property development company.

Mr Chan holds a Bachelor of Science degree from Monash University in Melbourne and a Master of Business Administration from the University of Queensland. He is a Member of the Australian Institute of Company Directors, is a Trustee for the Western Australian Chinese Chamber of Commerce, and is a former Senate Member of Murdoch University.

The Board, with the exception of Mr Chan because of his interest in the resolution, recommends that shareholders vote in favour of Mr Chan’s re-appointment as a Director.

Resolution 3 - Increase of Fees payable to Directors

The Company’s constitution provides that the Directors shall be paid out of the funds of the Company by way of remuneration for their services as Directors, with such sums as are determined from time to time by the Company in general meetings.

The current total remuneration for all Directors is not to exceed $200,000 per annum which was last voted upon by shareholders at the 2010 annual general meeting. The current Directors consider that the sum fixed at the 2010 annual general meeting needs to be increased to ensure that the Company remunerates the Directors on a basis that is commensurate with their skills, the operation of the Company and in line with prevailing industry practice.

Under ASX Listing Rule 10.17, the Company must not increase the total amount of Directors’ fees payable by it to non-executive Directors without shareholder approval by ordinary resolution at a general meeting.

If resolution 3 is passed, the sum of $200,000 fixed as the aggregate annual amount payable to the Directors as remuneration for their ordinary services as Directors will increase by $50,000 to a maximum annual aggregate of $250,000.

Under clause 13.8 of the Company’s constitution, the fixed sum must be divided among the Directors in such proportion and manner as they agree from time to time, or in default of agreement, equally and clause 13.8 stipulates that the remuneration of a Director is deemed to accrue from day to day.

If a non-executive Director is paid, ASX Listing Rule 10.17.2 requires that he or she must be paid a fixed sum which includes superannuation contributions made by the Company (or any of its subsidiaries) for the benefit of non-executive Directors and any fees which a non-executive Director agrees to sacrifice on a pretax basis.

Directors may be entitled to further remuneration if they are called upon to perform extra services or make special exertions on behalf of the Company or the business of the Company.

As the Directors have a personal interest in the outcome of resolution 3 they make no recommendations to shareholders concerning this resolution.