FINBAR GROUP LIMITED — Proxy Solicitation & Information Statement 2003

May 26, 2003

FINBAR INTERNATIONAL LIMITED ACN 009 113 473

Level 3 15 Labouchere Road SOUTH PERTH WA 6151

http://www.finbar.com.au ASX CODE: FRI

27 May 2003

COMPANY ANNOUNCEMENT

FOR IMMEDIATE RELEASE

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

We forward herewith a copy of the Notice of General Meeting of Shareholders, Explanatory Memorandum and Proxy Form which is being forwarded to shareholders today.

Regards

Darren Pateman Company Secretary

FINBAR INTERNATIONAL LIMITED

ACN 009 113 473

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY MEMORANDUM

AND

PROXY FORM

DATE OF MEETING 26 June 2003

TIME OF MEETING 11.00 am

PLACE OF MEETING

Level 3, Finbar Building 15 Labouchere Road SOUTH PERTH WA 6151

FINBAR INTERNATIONAL LIMITED ACN 009 113 473

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a General Meeting of the shareholders of Finbar International Limited ("the Company") will be held at Level 3, Finbar Building, 15 Labouchere Road, South Perth on Thursday the 26^th day of June 2003 at 11.00 am Western Australia Time ("the Meeting") for the purpose of transacting the following business.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice of General Meeting.

AGENDA

Resolution 1 - Invoking Article 3

To consider, and if thought fit, to pass the following resolution as a special resolution:

"That Article 3 (Minimum Shareholding) of the Articles of Association of the Company be invoked from the date of the passing of this resolution".

Resolution 2 - Establishment of an Executive Option Plan

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

"That pursuant to Listing Rule 10.14 the Directors of the Company be and are hereby authorised to establish and maintain an option plan for the executives of the Company to be called the "Finbar Executive Option Plan" in accordance with the Plan Rules submitted to the meeting and for the purpose of identification signed by the Chairman".

The Company will in accordance with Section 224 of the Corporations Act and Listing Rule 10.15 disregard any votes cast on Resolution 2 Mr John Chan, Mr Richard Rimington, Mr Darren Pateman, Mr John Cheak, Mr Lee Kee Kong and Mr Paul Rengel and any of their associates. However, the Company need not disregard a vote if 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 if 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.

Resolution 3 - Issue of Options to Executives

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

"That, subject to approval of the Finbar Executive Option Plan, to grant to:

Mr John Chan up to 1,286,828 options and, in consequence of exercise of those $(i)$ options, ordinary shares in the Company;

• $(ii)$ Mr Richard Rimington up to 1,000,000 options and, in consequence of exercise of those options, ordinary shares in the Company:
• Mr Darren Pateman up to 700,000 options and, in consequence of exercise of $(iii)$ those options, ordinary shares in the Company;
• Mr John Cheak up to 450,000 options and, in consequence of exercise of those $(iv)$ options, ordinary shares in the Company;
• Mr Loh Kee Kong up to 450,000 options and, in consequence of exercise of those $(V)$ options, ordinary shares in the Company; and
• $(vi)$ Mr Paul Rengel up to 600,000 options and, in consequence of exercise of those options, ordinary shares in the Company

all in accordance with the terms of the Finbar Executive Option Plan Rules and on the basis described in the explanatory memorandum accompanying this Notice of General Meeting."

The Company will in accordance with Section 224 of the Corporations Act and Listing Rule 10.15 disregard any votes cast on Resolution 3 by Mr John Chan, Mr Richard Rimington, Mr Darren Pateman. Mr John Cheak. Mr Loh Kee Kong and Mr Paul Rengel and any of their associates. However, the Company need not disregard a vote if 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 if 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.

Resolution 4 - Variation of Management Agreement with J & R Management Pty Ltd

To consider, and if thought fit, to pass the following resolution as an ordinary resolution pursuant to Chapter 2E of the Corporations Act:

"That approval be and is hereby given to the Directors of the Company to execute a Deed of Variation to the Management Agreement between the Company and J & R Management Pty Ltd dated 12 October 1999 in accordance with the proposed Deed of Variation of Management Agreement submitted to the meeting and for the purpose of identification signed by the Chairman."

The Company will in accordance with Section 224 of the Corporations Act disregard any votes cast on Resolution 4 by J & R Management Pty Ltd, Mr John Chan, Mr Richard Rimington, Mr Darren Pateman, Mr John Cheak, Mr Loh Kee Kong and Mr Paul Rengel and any of their associates. However, the Company need not disregard a vote if 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 if 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.

Dated the 21^st day of March 2003

BY ORDER OF THE BOARD

Company Secretary

Proxies

A shareholder entitled to attend and vote at the above General Meeting of shareholders may appoint not more than 2 proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholders voting rights. A proxy may, but need not be a shareholder of the company. A form of proxy accompanies this notice of General Meeting. Proxy forms must reach the registered office of the company at least 48 hours prior to the General Meeting.

FINBAR INTERNATIONAL LIMITED ACN 009 113 473

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum is intended to provide shareholders in Finbar International Ltd ("the Company") with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of General Meeting.

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

The following information should be noted in respect of the various matters contained in the accompany Notice of General Meeting.

Resolution 1 - Invoking Article 3

Article 3 of the Articles of Association of the Company if invoked authorises the Company to sell or otherwise dispose of a shareholder's shares if the shareholder's holding is less than a marketable parcel unless the shareholder notifies the Company that they wish to be exempt from such sale. The expenses of the sale of such shares are required to be borne by the Company.

The existence of unmarketable parcels on the share register is a significant expense to the Company and the disposal by the Company of the shareholding removes this cost for the benefit of the other shareholders.

By invoking Article 3 the Company can issue an elimination notice to shareholders holding less than a marketable parcel of shares.

The elimination notice advises the shareholder that, in accordance with the Listing Rules and the Company's Articles of Association, the Company intends to sell or otherwise dispose of the shares unless the shareholder notifies the Company in writing within six (6) weeks that the shareholder desires that the shareholding be exempted.

If the shareholder does not advise the Company to exempt the shares then the Company must send a second notice to the shareholder advising its intention to sell the shareholding within 5 days unless the shareholder gives notice that the shareholding should be exempt in which case the shares are exempt.

For the purpose of the sale or disposal, the shareholder will be deemed to have irrevocably appointed the Company as the shareholder's agent to:

sell all the shares held by the shareholder at a price per share not less than the weighted average $(a)$

of the last sale prices of the shares quoted on the Australian Stock Exchange Limited for each of the ten (10) trading days immediately preceding any offer to purchase the shares; and

$(b)$ deal with the proceeds of the sale in accordance with Article 3.8.

The Company shall appoint a person to act as the shareholder's attorney to execute all instruments of transfer of the shares to a purchaser.

Once the Company has sold its shares the Company will forward to the shareholder the proceeds of sale within ten business days of receipt of the relevant share certificate and;

• all interest the shareholder had in the shares: and $(a)$
• $(b)$ all claims against the Company in respect of the shares

will be extinguished.

The elimination notice would lapse if a takeover for the Company is announced.

Resolutions 2 and 3 - Establishment of an Executive Option Plan and Grant of Options to Executives

Background

The Board of Directors has proposed, subject to shareholder approval, the introduction of an Executive Option Plan ("the Plan"). Under the Plan, options may be granted to executives of the Company including directors and the Company Secretary, pursuant to the Plan Rules.

The purpose of the Plan is to provide performance incentives for executives of the Company and to support the long-term mutual interdependence between the Company and its executives. It is proposed that the exercise price of the options will be higher than the current market price, to encourage the recipients to achieve the Company's objectives for the benefit of all shareholders over the longer term.

The issue of options provides a cost effective and efficient reward for the executives of the Company. The Directors are of the view that it is better for the Company and its executives for the executives of the Company to be compensated by way of securities in the Company rather than by way of cash. In this way, the cash that the Company has can be spent on current projects.

Summary of Executive Option Plan Rules

A summary of the Plan Rules for this long term incentive arrangement for executives is set out below. The Plan Rules set out the general provisions of the Plan. A grant of options to a particular eligible executive is subject to both to the Plan Rules and the terms of the specific grant. The terms of the grants which may be made under the Plan are also set out below.

Whilst the Plan provides the Board with the discretion in determining the terms on which it may offer options eligible for Executives, the Board has determined that it will not make offers of options under the Plan otherwise than on the terms and conditions described below in this Explanatory Memorandum and within the limited discretions provided to the Board as set out in this Explanatory Memorandum, without the approval of shareholders by Ordinary Resolution.

Participation by Executives - John Chan (Managing Director), Richard Rimington (Director), Darren Pateman (Company Secretary), John Cheak (Director), Loh Kee Kong (Director) and Paul Rengel (Chairman) have been invited by the Board to apply for a specified number of options over shares in the Company.

Options are non-transferable - an option granted to a participant is not transferable, except with the Board's approval or by force of law on death or legal capacities. The Board may allow options to be granted to a Nominee of the Participant.

Exercise Price - will be 30 cents which is a 6 cents premium to the weighted average market price of the Company's shares on the 5 trading days prior to 21 March 2003 which is the date approved by the Board for commencement of the Plan. This has encouraged management to implement measures for improvement in key performance areas immediately. For subsequent grants under the Plan it will be an amount determined by the Board from time to time.

Exercise of Options - the Board will prescribe a date or dates on which options become exercisable. On or after the prescribed date, and provided any other vesting or exercise conditions prescribed by the Board have been achieved, the participant may acquire shares by exercising the options. An option will expire if it is not exercised within the life of the option.

Early Exercise - early exercise of the options may be permitted if the eligible executive ceases employment with the Company in circumstances such as death, retirement, illness, incapacity, redundancy and where otherwise permitted by the Board, or on a takeover, scheme of arrangement or winding up, subject to Board approval.

If a participant dies or retires, becomes unable to perform his or her duties because of illness or incapacity, is made redundant is terminated other than for cause or leaves employment with the consent of the Board given for the purpose of the Plan then:

• vested options may be exercised earlier than the prescribed exercise date, in accordance with the Rules of the Executive Option Plan, unless the Board reasonable determines that the options of such a participant lapse immediately; and
• unvested options may be exercised only if permitted by the Board at its absolute discretion.

Unexercised options of employees whose employment is terminated or any other reason may only exercised if permitted by the Board in writing.

Performance Hurdles - the Board may determine that the vesting or exercise of options is to be conditional on the achievement of a selected performance hurdle.

Entitlement on Exercise - on the exercise of options, the Company shall deliver the shares resulting from the exercise of options to the person exercising the options. Shares acquired for the purposes of the Plan will be new shares issued by the Company.

Reconstruction. Bonus and Rights Issues - a participant's entitlement to the Company's shares under an option will be adjusted to take account of capital reconstructions and bonus issues as if the option had been exercised before the determination of entitlements in respect of those shares.

If there is a rights issue to all shareholders before an option s exercised, the option exercise price will be reduced in accordance with the formula provided in the ASX Listing Rules.

Restriction on Disposal of Shares - the Board may impose a restriction on disposal of shares issued on exercise of an option.

Limitation on Size of Executive Option Plan - the Board must not issue an invitation to apply for options under the Executive Option Plan if the number of shares which would be issued were all outstanding options under the Executive Option Plan and the options which may be granted under outstanding invitations and the particular invitation exercised, would exceed 5% of the total number of shares on issue at the date of the invitation.

Amendments to Plan Rules - The ASX Listing Rules require that subject to any waiver granted by the ASX, any amendment to the Plan be approved by the Company's shareholders.

Grant of Options - options will be granted for no consideration.

A copy of the proposed Executive Option Plan Rules is available for inspection at the Company's registered office between the hours of 9.00 am and 4.00 pm by prior appointment or may be obtained by shareholders at no charge by writing to the Company Secretary.

Related Party Transactions

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless the giving of the benefit falls within an exception set out in that part, or, prior shareholder approval is obtained to the giving of the financial benefits.

For the purposes of Chapter 2E, each of the Directors of the Company are considered to be related parties of the Company.

Resolutions 2 and 3 provide for the grant of options to certain Directors of the Company which is a financial benefit which requires shareholder approval. For the purpose of Chapter 2E of the Corporations Law the following information is provided.

Related Party

Subject to shareholder approval the following options will be granted to the following related parties:

Related Party	Position	Number of Options
John Chan	Managing Director	1,286,828
Richard Rimington	Director	1,000,000
Darren Pateman	Company Secretary	700,000
John Cheak	Director	450,000
Loh Kee Kong	Director	450,000
Paul Rengel	Chairman	600,000

The Nature of the Financial Benefit

The proposed financial benefit to be given as the grant of options for no consideration to the related parties as noted above. The terms and conditions of the options are summarised above and are set out in the Finbar Executive Option Plan.

Directors' Recommendation

In relation to each Director of the Company:

• 1. If the Director wanted to make a recommendation to members about the proposed resolution - the recommendation and his or her reasons for it:
• 1. If not, why not?
• 1. If the Director was not available to consider the proposed resolution why not?

Each of the Directors declined to make a recommendation about resolution 2 as each has a material personal interest in the outcome of that resolution.

Each of the Directors declined to make a recommendation about resolution 3 as each has a material personal interest in the outcome of that resolution.

In relation to each Director:

• 1. Whether this Director has an interest in the outcome of the proposed resolution;
• 1. If so, what is it?

Name of Directors	Interest
John Chan	Participation in Executive Option Plan, grant of options and acquisition of shares.
Richard Rimington	Participation in Executive Option Plan, grant of options and acquisition of shares.
Paul Rengel (Chairman)	Participation in Executive Option Plan, grant of options and acquisition of shares.
John Cheak	Participation in Executive Option Plan, grant of options and acquisition of shares.
Kee Kong Loh	Participation in Executive Option Plan, grant of options and acquisition of shares.

All other information that:

1. It is reasonably required by members in order to decide if it is in the Company's interest to pass the proposed resolution; and

2. Is known to the Company or any of its Directors.

The proposed ordinary resolutions would have the effect of giving power to the Board to grant up to 4,486,828 options on the terms and conditions as set out above and as contained in the Finbar Executive Option Plan. The Company presently has 89,736,576 listed issued shares and no unexercised options.

If any option is granted as proposed above are exercised, the effect would be to dilute the shareholding of existing shareholders. The market price of the Company's shares during the period of the options will normally determine whether or not option holders exercise the options. At the time any options are exercised and shares are issued pursuant to the exercise of the options, the Company's ordinary shares may be trading on the ASX at a price which is higher than the exercise price of the options.

At the date of this explanatory memorandum, the price of the shares in the Company trading on the ASX was 24 cents. During the 12 months prior to that date, the highest price of the shares in the Company trading on the ASX was 28 cents which occurred on 15 August 2002 and the lowest price of the shares in the Company trading on the ASX was 20 cents which occurred on 27 May, 31 May and 13 June 2002.

The value of the options to be issued has been assessed by KPMG Corporate Finance (Aust) Pty Ltd

("KPMG Corporate Finance") to be \$0.02 per option based on application of the Binomial Model and the following key inputs and assumptions:

• a Company share price of \$0.23, being the closing share price as at 9 May 2003;
• an exercise price of \$0.30 per option;
• given that specific date parameters regarding the exercise period of the options are not defined in the Plan Rules, based on advice received from Finbar, KPMG Corporate Finance has assumed for the purpose of the valuation that each option may be exercised no sooner than 12 months from the date of issue and not later than 3 years from the date of issue:
• the terms of the options do not include any performance hurdle criteria;
• a risk free rate of 4.6% per annum, being the Australian Commonwealth Government Bond Rate consistent with a three year term;
• a volatility factor of 40%;
• a dividend yield of 6.21% based on the gross dividend for the past two years and the adopted share price of \$0.23; and
• an adjustment to the theoretical valuation of the Options to incorporate a 40% discount for lack of marketability given that the options will not be guoted on ASX and will not be transferable.

Based on the assessed value of the options, each Director will receive a financial benefit as follows:

Name of Director	Number of Options	Value
John Chan	1,286,828	\$25,736.56
Richard Rimington	1,000,000	\$20,000.00
John Cheak	450,000	\$9,000.00
Loh Kee Kong	450,000	\$9,000.00
Paul Rengel	600,000	\$12,000.00

The Directors do not consider that there are any opportunity costs to the Company or benefits foregone by the Company in granting the options.

Directors' Current Shareholdings

Each Director currently holds shares in the company as set out in the following table. No director has any options in the Company.

Name of Director	Number of Shares
John Chan	951,575 (direct) 14,104,344 (indirect)
Richard Rimington	325,285 (direct) 6,746,575 (indirect)
John Cheak	23,553,996 (indirect)
Loh Kee Kong	23,605,996 (indirect)
Paul Rengel	23,000 (indirect)

Listing Rule 10.14

Listing Rule 10.14 applies to the Plan as it is a "employee incentive scheme" under which Directors of the Company may acquire "options".

Information Required Under Listing Rule 10.15

For the purposes of Listing Rules 10.14 and 10.15, the following information is provided:

• (a) John Chan, Richard Rimington, Paul Rengel (Chairman), John Cheak and Lee Kee Kong are Directors of the Company, Darren Pateman is the Company Secretary;
• (b) the maximum number of options to be issued is 4,486,828;
• (c) the options will be granted for no consideration;
• (d) as at the date of this Explanatory Memorandum, no options have been issued;
• (e) the persons entitled to participate in the Plan are John Chan, Richard Rimington, Darren Pateman, John Cheak, Loh Kee Kong and Paul Rengel;
• (f) there are no loans in relation to the issue or acquisition of options under the Plan;
• (g) the Options are to be granted no later than 12 months after this General Meeting.

Resolution 4 - Variation of Management Agreement

Background

By Deed dated 12 October 1999 between Finbar and J & R Management Pty Ltd ("J & R"), J & R agreed to provide management services to Finbar upon the terms therein described ("the Management Agreement"). The Management Agreement was approved by shareholders at the 1999 Annual General Meeting of the Company.

The Management Agreement was entered into to secure the services of John Chan, Richard Rimington and Darren Pateman. Messrs Chan and Rimington are directors and shareholders of J & R and payment of fees and commission to J & R was a cost effective and efficient way of providing remuneration to them.

The Management Agreement does not provide that J & R is obliged to provide project management services to Finbar where Finbar is a party to a joint venture.

To achieve the objectives of the Management Agreement, it is proposed that the Management Agreement be varied to allow for J & R to provide project management services to Finbar where Finbar is a party to a joint venture.

J & R has performed project management services in respect of the development of Boas Gardens Estate, a joint venture between $J & R$ and the Company. It is proposed that the involvement of $J & R$ in Boas Gardens Estate Development be acknowledge, and that J & R be entitled to half of the joint venture fees to which the Company is or will become entitled to pursuant to a Project Management Agreement stamp dated 25 February 2000 between Boas Gardens Estate Pty Ltd and Finbar.

A copy of the Management Agreement and the proposed Variation to Management Agreement is available for inspection at the Company's registered office between the hours of 9.00 am and 4.00 pm by prior appointment or may be obtained by shareholders at no charge by writing to the Company Secretary.

Related Party Transaction

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless the giving of the benefit falls within an exception set out in that part, or shareholder approval is obtained prior to the giving of the financial benefit.

Pursuant to the proposed amendment to the Management Agreement, the Company would pay to J & R in excess of \$100,000.00 for management fees that the Company would otherwise have retained pursuant to the agreement between the Company and Boas Gardens Estate Pty Ltd.

Related Party

The Directors of the Company are related parties of the Company. Certain Directors of the Company are also directors of J & R Management Pty Ltd. By virtue of Section 228(4) of the Corporations Act and for the purposes of Chapter 2E of that Act, J & R is a related party of the Company as it is controlled by the directors of the Company.

Financial Benefit

Section 229(3) of the Corporations Act provides that an example of the Company giving a financial benefit includes the public company receiving services from the related party, or giving money or property to the related party.

Section 229(1) of the Corporations Act provides that in determining whether a financial benefit is given for the purposes of Chapter 2(E), any consideration that may be given for the benefit, even if the consideration is adequate, is to be disregarded.

Resolution 4 which provides for the variation of the Management Agreement will constitute the giving of a financial benefit by the Company to a related party, namely J & R.

Further, the proposed variation to the Management Agreement will entitle J & R to one-half of the joint venture fees in respect of any joint venture for which it provides joint venture project management on behalf of Finbar. Therefore Resolution 4 which provides for the variation of the Management Agreement will consist the giving of a financial benefit by the Company to a related party, namely $J$ & R.

John Chan is a related party of the Company by virtue of his being a Director of the Company. He is also the holder of 50% of the issue shares in J & R.

Because John Chan holds 50% of the issued shares in J & R and will be employed by J & R so as to enable it to performance obligations under the agreement, the payment of monies by the Company to J & R will indirectly confer a financial benefit on John Chan.

Richard Rimington is a related party of the Company by virtue of his being a Director of the Company. He is also the holder of 50% of the issue shares in J & R.

Because Richard Rimington holds 50% of the issued shares in J & R and will be employed by J & R so as to enable it to performance obligations under the agreement, the payment of monies by the Company to J & R will indirectly confer a financial benefit on Richard Rimington.

J & R Management is for reasons expressed elsewhere in this Explanatory Memorandum a related party of the Company.

Darren Pateman will be employed for reward by J & R so as to enable it to perform its obligations under the Management Agreement and any variation thereof. J & R shall remunerate Darren Pateman through the application in part of the payments made to it by the Company under the agreement so as to discharge its obligation to Darren Pateman under his employment contract with J & R thus payment will indirectly receive the financial benefit from the Company.

J & R Management proposes to act in concert with Darren Pateman in respect of the proposed giving of the financial benefit by the Company to Darren Pateman and proposes to sell that for the reason that a financial benefit has been or is expected to be given to J & R Management by the Company. Therefore, Darren Pateman is deemed by virtue of Section 228(7) of the Corporations Act to be a related party of the Company.

For the reasons set out above, the proposed variation to the Management Agreement will constitute the giving of a financial benefit by the Company to a related party. Pursuant to Chapter 2E of the Corporations Act the Company may give the financial benefit to a related Company if the approval of the members of the Company is obtained, and the benefit is given within 15 months after such approval.

For the purposes of Chapter 2 of the Corporations Act the following information is provided.

Before the Company may execute the variation, shareholder approval must be obtained. For the purpose of Chapter 2E of the Corporations Act the following information is provided.

The Related Party to whom the Proposed Resolution will Permit Financial Benefits to be given

• J & R Management Pty Ltd $\bullet$
• John Chan
• Richard Rimington
• Darren Pateman

The Nature of the Financial Benefits under the Proposed Variation

J & R would receive one half of the joint venture fees to which Finbar is or will become entitled pursuant to the agreement to provide project management services between Boas Gardens Estate Pty Ltd and the Company stamp dated 25 February 2000. The amount paid to J & R would be approximately \$100,000.00.

J & R would also receive one half of the joint venture fees in respect of each joint venture for which it provides joint venture project management on behalf of the Company.

John Chan would receive the benefit of a portion of the funds paid by the Company to J & R Management pursuant to the variation by virtue of his being a shareholder in, and an employee of. $J & R.$

Richard Rimington would receive the benefit of a portion of the funds paid by the Company to J & R Management pursuant to the variation by virtue of his being a shareholder in, and an employee of, $J$ & R.

Darren Pateman would receive the benefit of a portion of the funds paid by the Company to J & R pursuant to the variation by virtue of him being an employee of J & R.

In relation to each Director of the Company:

• 1. If the Director wanted to make a recommendation to members about the proposed resolution - the recommendation and his or her reasons for it:
• 1. If not, why not?
• 1. If the Director was not available to consider the proposed resolution why not?

Each of the Directors (save for John Chan and Richard Rimington) voted to recommend the proposed resolution for reasons set out elsewhere in this Explanatory Memorandum.

Neither John Chan nor Richard Rimington participated in or cast a vote as a Director at the meeting of the Directors to recommend the proposed resolution because they were interested in the proposed resolution.

In relation to each Director:

1. Whether this Director has an interest in the outcome of the proposed resolution;

2. If so, what is it?

• None of the Directors, other than John Chan and Richard Rimington, has an interest in the outcome of the resolution.
• Each of John Chan and Richard Rimington has an interest (for reasons expressed elsewhere in $\bullet$ this Explanatory Memorandum) in the outcome of the resolutions.
• Neither John Chan nor Richard Rimington participated in the Directors' deliberations concerning $\bullet$ the resolution.

All other information that:

• 1. Is reasonably required by members in order to decide if it is in the Company's interest to pass the proposed resolution; and
• 1. Is known to the Company or any of its Directors.

J & R has in fact been providing project management services on behalf of Finbar where Finbar is obliged to provide those services. The proposed variation to the Management Agreement would fairly remunerate J & R for those services pursuant to its obligation in a joint venture notwithstanding that J & R is not obliged to.

The Company is often invited to enter into joint ventures for the development of land but conditional upon it providing the project management services.

If J & R did not provide the project management services, the Company would either have to decline to enter into the joint venture and thereby lose a commercial opportunity or it would have to undertake these duties itself requiring the Company to hire experienced employees with skills similar to those provided by each of John Chan, Richard Rimington and Darren Pateman. It is considered that the payment by the Company to J & R is less than the cost of the Company undertaking the duties itself where it is obliged to do so pursuant to the terms of the joint venture.

FINBAR INTERNATIONAL LTD ACN 009 113 473

PROXY FORM

$To:$ The Secretary Finbar International Ltd 6 Preston Street COMO WA 6152

I/We____________________________________

$of$

being a member/members of Finbar International Ltd hereby appoint:

or failing him/her the Chairman of the meeting in respect of shares as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held on Thursday, the 26^th day of June 2003 and at any adjournment thereof.

Signed this	day of	2003
Signature of Shareholder(s):
٥r
The COMMON SEAL of
was hereunto affixed by authority of $\,$ ) its Directors in the presence of:

Director

Director/Secretary

INSTRUCTION AS TO VOTING

CHAIRMAN'S VOTING INTENTIONS

Please note that if the Chairman is appointed as proxy and there is no direction on the proxy form as to how the proxy form as to how the proxy is to vote, the Chairman intends to vote FOR all resolutions.

If you do not wish to direct your proxy how to vote please place a mark in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

RESOLUTION

Item	General Description	FOR	AGAINST	ABSTAIN
1.	To invoke Article 3 of the Articles of Association of the Company (minimum shareholding)
2.	To establish an executive option plan
3.	To issue options to:
	Mr John Chan; (i)
	Mr Richard Rimington; (ii)
	Mr Darren Pateman; (iii)
	Mr John Cheak; (iv)
	Mr Loh Kee Kong; and (v)
	(vi) Mr Paul Rengel
4.	To vary the management agreement with J&R Management Pty Ltd

PROXIES

• 1. A proxy need not be a member of the Company.
• 1. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such an appointor is a corporation either under seal or under the hand of an officer or attorney duly authorised.
• 1. The instrument appointing a proxy (and the power of attorney or other authority under which it is signed) or proof thereof to the satisfaction of the Directors shall be deposited at the registered office of the Company not less than 48 hours before the time for holding the meeting at which the person named in such instrument proposes to vote.

SY:28344F:NBM9652