FINBAR GROUP LIMITED — Proxy Solicitation & Information Statement 2007

Feb 26, 2007

FINBAR INTERNATIONAL LIMITED

(ACN 009 113 473)

....................................... ......................................

NOTICE OF EXTRAORDINARY GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

***************************************

Date of Meeting Thursday 29 March 2007

Time of Meeting $9.30 a.m.$

Place of Meeting

Finbar International Ltd Level 3 15 Labouchere Road South Perth Western Australia

Finbar International Limited

(ACN 009 113 473)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the shareholders of Finbar International Limited ("Company") will be held at Finbar International Ltd, Level 3, 15 Labouchere Road, South Perth, Western Australia on Thursday 29 March 2007 9.30 a.m. for the purpose of transacting the following business referred to in this Notice of Extraordinary General Meeting.

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

Please note terms used in the Resolutions contained in this Notice of Extraordinary General Meeting have the same meaning as set out in the glossary of the Explanatory Memorandum accompanying this Notice.

AGENDA

BUSINESS

Resolution 1 - Change of Name

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

That in accordance with Section 157 of the Corporations Act the Company seeks shareholder approval to change its name from "Finbar International Limited" to "Finbar Group Limited".

Resolution 2 - Approval of Dividend Reinvestment Plan

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

That subject to Resolution 3 being passed and for the purposes of Listing Rules 7.1 and 10.11 and for all other purposes under the Listing Rules the Finbar International Limited Dividend Reinvestment Plan (or the Finbar Group Limited Dividend Reinvestment Plan if Resolution 1 is passed), a copy of which has been signed by the Company Secretary for the purpose of identification and tabled at this meeting be approved.

Resolution 3 - Approval of Underwriting Agreement for Dividend Reinvestment Plan

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

That for the purposes of Listing Rule 7.1 and for all other purposes under the Listing Rules the issue of shares in accordance with any underwriting agreement entered into by the Company from time to time in relation to the operation of the Finbar International Limited Dividend Reinvestment Plan (or Finbar Group Limited Dividend Reinvestment Plan if Resolution 1 is passed), be approved.

By order of the Board

Decent HATE

Darren Pateman Company Secretary Dated this 28th day of February 2007.

PROXIES

• Votes at the Extraordinary General Meeting may be given personally or by proxy, attorney or representative.
• A shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote at this 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. ٠
• The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorising in writing or, is such appointor is a corporation, either under seal or under hand of the officer of his attorney duly authorised.
• The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and must reach the Registered Office of the Company at lease 48 hours prior to the Extraordinary General Meeting. For the convenience of shareholders a Proxy Form is enclosed.

For the purposes of regulation 7.11.37 of the Corporations Regulations, the Company determines that members holding ordinary shares at 9.30 a.m. Western Standard Time on 27 March 2007 will be entitled to attend and vote at the Extraordinary General Meeting.

Finbar International 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 Extraordinary General Meeting ("Notice") of the Company.

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

Capitalised terms used in the Explanatory Memorandum are defined in the Glossary appearing at the end of this Explanatory Memorandum.

The following information should be noted in respect of the various matters contained in the accompanying Notice:

Resolution 1 - Change of Name

The Board considers that the proposed new name of Finbar Group Limited will better reflect the operations of the Company. The Company has no international business. The Company has many subsidiaries who act as part of a group so that the change of name will better reflect its actual business structure.

Resolution 2 - Approval of a Dividend Reinvestment Plan

By resolution 2 shareholders are asked to adopt and implement a dividend reinvestment plan to be known as the Finbar International Limited Dividend Reinvestment Plan (or Finbar Group Limited Dividend Reinvestment Plan if resolution 1 is passed) on the terms and conditions tabled at the meeting ("DRP"). A summary of the main terms and conditions of the DRP is set out below. If approved by shareholders, for those dividends to which the DRP applies, shareholders will be entitled to reinvest applicable dividends to obtain additional Shares in the Company, without the cost of brokerage or (under current law) stamp duty. Under the terms and conditions of the DRP, the Directors must decide at the time a dividend is declared whether the DRP is to operate for that dividend.

Shareholders who participate in the DRP will be issued new fully paid ordinary Shares in the capital of the Company (DRP Shares) instead of receiving a dividend by cheque or direct credit. DRP Shares will be issued at a discount to the average market price of the Company's shares, calculated in accordance with the DRP Rules.

If the terms of the DRP are approved by shareholders, the issue of securities under the DRP will be exempt from Listing Rule 7.1's 15% limit on new capital and from Listing Rule 10.11, which prohibits the Company from issuing securities to related parties without shareholder approval. These exemptions do not apply to the issue of securities to an underwriter (if any) of a dividend reinvestment plan.

Shares issued under the DRP will be of the same class and rank equally in all respects with existing fully paid shares from the date of allotment. Application will be made for official quotation of shares issued under the DRP by the Australian Stock Exchange.

The terms and conditions of the DRP also include the following:

• $\blacktriangle$ all holders of Shares resident in Australia are eligible to participate in the DRP. Overseas shareholders may be eligible providing any applicable legal restraints do not make participation illegal or impractical. Shareholders with registered addresses in the United States of America are not, at present, eligible;
• shareholders may elect to participate in the DRP in respect of all or part of the Shares registered in $\bullet$ their name as at the record date for the relevant dividend:
• to be effective for a dividend an election notice must be received by the Company by 5.00 p.m. on the ٠ record date for the relevant dividend:
• the dividend on shares participating in the DRP is reinvested to acquire as many whole shares as possible;
• $\bullet$ to assist shareholders in keeping a record of their participation in the DRP, participating shareholders will be sent a statement after each dividend payment to which the DRP applies, setting out all relevant information:
• if a participating shareholder sells some Shares so that the number held at the record date for a $\bullet$ relevant dividend is less than the number nominated for participation, the lesser number will participate;
• the Directors may modify the terms and conditions from time to time, suspend or terminate the DRP after giving one month's notice in writing to shareholders of their intention to do so. Notice must also be given immediately to Australian Stock Exchange Limited of any such modification, suspension or termination.

A copy of the full terms and conditions of the proposed DRP is available for inspection at the registered office of the Company and will be provided free of charge to any shareholder upon request being made to the Company Secretary.

Resolution 3 - Approval of Underwriting Agreement for Dividend Reinvestment Plan

If the DRP is approved shareholders will have the opportunity to elect to reinvest their cash dividends in new ordinary shares of the Company.

The Directors anticipate that not all shareholders will elect to reinvest their cash dividend in new ordinary shares pursuant to the DRP. The Directors believe that, by reason of the anticipated capital requirements of the Company to acquire new developments, it is prudent to preserve cash where appropriate and that underwriting the dividend is a sensible form of capital management.

The Directors seek shareholder approval to enter into underwriting agreements for up to 50% of any dividend payment commencing in the current financial year and subsequent years up to when the Directors determine the Company no longer requires underwriting. Pursuant to the underwriting agreements the underwriter will place so many Shares in the Company equal to the amount of dividends which are not reinvested pursuant to the DRP up to a maximum of 50% of the total dividends.

At each dividend payment the Directors will consider whether or not the Company should enter into an underwriting agreement and if they think fit enter into an underwriting agreement with an underwriter for up to 50% of any dividend payment.

GLOSSARY

The following terms have the following meanings in this Explanatory Memorandum:

"ASIC" means the Australian Securities and Investments Commission;

"ASX" means the Australian Stock Exchange Limited;

"Board" means the board of Directors;

"Company" means Finbar International Limited;

"Corporations Act" means Corporations Act 2001 (Cth);

"Director" means a director of the Company;

"DRP" means the Finbar International Limited Dividend Reinvestment Plan or Finbar Group Limited Dividend Reinvestment Plan if the name of the Company is changed;

"Listing Rules" means the Listing Rules of the ASX;

"Notice" means the Notice of Extraordinary General Meeting accompanying this Explanatory Memorandum;

"Share" means a fully paid ordinary share in the capital of the Company; and

"WST" means Australian Western Standard Time.

Finbar International Limited

(ACN 009 113 473)

I/We (name):
of (address):
	being a member of Finbar International Limited entitled to attend and vote at the Extraordinary
	General Meeting, hereby:
Appoint:
	Name of Proxy

or, failing that person so named, then the Chairman of the Extraordinary General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Finbar International Ltd, Level 3, 15 Labouchere Road, South Perth, Western Australia on 29^th March 2007 at 9.30 a.m. WST and at any adjournment of the meeting.

If the Chair 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. $\Box$

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chair 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 Chair 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 you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(s) below:

I/We direct my/our Proxy to vote in the following manner:

		For	Against	Abstain
Resolution 1:	Change of Name	ŦТ
Resolution 2:	Approval of Dividend Reinvestment Plan	ŦТ
Resolution 3:	Approval of Underwriting Agreement for Dividend Reinvestment Plan	n

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

This Proxy is appointed to represent % of my voting right, or if 2 proxies are appointed Proxy 1 represents % and Proxy 2 represents % of my total votes. My total voting right is shares.

Signed this 2007. day of

By:

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• $\mathbf{1}$ . A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Extraordinary General Meeting as the shareholder's proxy. A proxy need not be a shareholder of the Company.
• $\overline{2}$ . Where more than one proxy is appointed, each proxy may be appointed to represent a specific 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.
• 1. The proxy form must be signed personally by the shareholder or his attomey, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.
• 1. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the company, must accompany the proxy form.
• 1. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Extraordinary General Meeting (that is, by 9.30 a.m. WST on Tuesday 27 March 2007) by post or facsimile to respective addresses stipulated below.
• 1. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions states above, then the following applies:
• $(a)$ the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
• $(b)$ if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands: and
• $(c)$ if the proxy is Chairperson, the proxy must vote on a poll and must vote that way; and
• $(d)$ if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

• $\overline{7}$ . The Chairman intends to vote in favour of all resolutions set out in the Notice.
• 1. To vote by proxy, please complete and sign the proxy form enclosed and either:
• send the proxy form by post to Finbar International Limited, PO Box 113, South Perth, WA, 6951; or $(a)$
• send the proxy form by facsimile to the Company on facsimile number: + 61 8 9474 4458 $(b)$

so that it is received not later than 9.30 a.m. WST on Tuesday 27 March 2007.

Proxy forms received later than this time will be invalid.