FINBAR GROUP LIMITED — Proxy Solicitation & Information Statement 2010

Dec 23, 2010

FINBAR GROUP LIMITED

ACN 009 113 473

Notice of General Meeting

Date and time of meeting:

10am (Perth time) on Tuesday, 25 January 2011

Place of meeting:

Esplanade River Suites, Pagoda BCD Room, 112 Melville Parade, Como, Western Australia, 6152

Notice of General Meeting

Finbar Group Limited

ACN 009 113 473

Notice is hereby given that a general meeting of Finbar Group Limited ( Finbar or Company ) will be held at:

Venue: Esplanade River Suites, Pagoda BCD Room, 112 Melville Parade, Como, Western Australia, 6152 Date: Tuesday, 25 January 2011 Time: 10:00 am (Perth time)

Terms used in this Notice of Meeting and the accompanying Explanatory Memorandum will, unless the context otherwise requires, have the meaning given to them in the Glossary on page 4 of this Notice.

Items of business

Resolution 1 – Ratification of previous share issue

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 24,931,863 Shares at an issue price of $1.15 per Share to institutional and sophisticated investor clients of Bell Potter on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 1 by any person who participated in the issue and any of their respective Associates. However the Company need not disregard a vote if:

1. it is cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy appointment 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.

Resolution 2 - Approval for the issue of Shares (Underwriting)

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders authorise the Directors to allot and issue up to 14,726,087 Shares at an issue price of $1.15 per Share pursuant to the Share Purchase Plan to Bell Potter, as the underwriter of the Share Purchase Plan, or its subunderwriters, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 2 by Bell Potter and any sub-underwriter who may participate in the proposed issue, any person who may obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed or any of their respective Associates. However the Company need not disregard a vote if:

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

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1. 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

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Edward Bank Company Secretary Finbar Group Limited

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Glossary

$ Australian dollars. ASIC The Australian Securities and Investments Commission. Associates Has the meaning given to that term in section 11 and sections 13 to 17 of the Corporations Act. ASX ASX Limited ACN 008 624 691. Bell Potter Bell Potter Securities Ltd. Board The board of Directors. Capital Raising The Institutional Placement and the Share Purchase Plan. Company or Finbar Finbar Group Limited ACN 009 113 473. Corporations Act Corporations Act 2001 (Cth). Director A director of the Company. Eligible Shareholders Those Shareholders who were registered holders of Shares on the Record Date with a registered address in Australia and New Zealand and who do not act for the account or benefit of United States persons. Explanatory Memorandum The explanatory memorandum accompanying this Notice. Institutional Placement The allotment and issue of 24,931,863 Shares to professional and sophisticated investors at an issue price of $1.15 per Share which raised $28,671,642 before costs. Listing Rules The official listing rules of the ASX. Meeting The general meeting of the Company convened under this Notice. Notice or Notice of Meeting This notice of meeting and accompanying Explanatory Memorandum. Share A fully paid ordinary share in the capital of the Company. Shareholder The holder of a Share. Share Purchase Plan The share purchase plan announced by the Company on 7 December 2010 under which Eligible Shareholders may subscribe for up to $15,000 of Shares at an issue price of $1.15 per Share to raise $16,935,000 before costs. Record Date 5.00pm (Perth time) on Monday, 6 December 2010. Underwriting Agreement The underwriting agreement between the Company and Bell Potter dated 8 December 2010 pursuant to which Bell Potter has agreed to fully underwrite the Share Purchase Plan.

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Explanatory Memorandum

This Explanatory Memorandum contains background material to assist Shareholders in relation to the items of business to be considered at the Meeting and in deciding how to vote on the resolutions set out in the Notice.

You should read this Explanatory Memorandum in full to assist you, as a Shareholder, to decide how you wish to vote on Resolutions 1 and 2.

Words defined in the Notice have the same meaning when used in this Explanatory Memorandum unless the context requires otherwise.

Capital Raising – Background

On 7 December 2010, Finbar announced the general terms of the Capital Raising, which consists of:

• the placement of 24,931,863 Shares at an issue price of $1.15 per Share to institutional and sophisticated investor clients of Bell Potter to raise approximately $28,671,642 (before costs), being the Institutional Placement; and

• a fully underwritten share purchase plan pursuant to which Eligible Shareholders are invited to subscribe for up to $15,000 worth of Shares at an issue price of $1.15 per Share, being the Share Purchase Plan.

As set out in the Company’s announcement dated 7 December 2010, the Company has successfully completed the Institutional Placement raising approximately $28,671,642 (before costs). The Company is now providing an opportunity to existing shareholders to participate in the equity raising pursuant to the Share Purchase Plan. The Share Purchase Plan will allow Eligible Shareholders to subscribe for up to $15,000 worth of Shares without incurring brokerage commission or other transaction costs.

The Company plans to use the funds raised pursuant to the Capital Raising to accelerate its Karratha development by bringing forward the construction of stage two of the Company’s 292 unit Pelago project and for potential new Perth project opportunities which will provide a further boost to the Company’s development pipeline.

Resolution 1 – Ratification of previous share issue

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the Institutional Placement. The details of the issue are set out below.

Shareholders should note that if resolution 1 or resolution 2 is not passed, then the Company will not be able to issue any Shares to Bell Potter in its capacity as the underwriter of the Share Purchase Plan. This may result in less than the full amount of funds being sought pursuant to the Capital Raising being raised by the Company and the benefits of the Company having entered into the Underwriting Agreement being lost.

Listing Rules 7.1 and 7.4

Broadly, Listing Rule 7.1 provides that a company may not issue equity securities if those equity securities will, in themselves or when aggregated with the equity securities issued by the company during the previous 12 months, exceed 15% of the number of equity securities on issue at the commencement of that 12 month period unless the issue falls within one of the nominated exceptions set out in Listing Rule 7.2 or the approval of the shareholders of the company in general meeting is obtained.

Listing Rule 7.4 provides that where a company in a general meeting subsequently approves a previous issue of securities made without approval under Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 (so long as that previous issue did not breach Listing Rule 7.1).

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While the Shares issued pursuant to the Institutional Placement were issued within the 15% limit, Shareholder approval is being sought pursuant to Listing Rule 7.4 to reinstate the Company’s capacity to issue up to 15% of its ordinary capital, if required, in the next 12 months without prior Shareholder approval.

In accordance with Listing Rule 7.5, the following information is provided to Shareholders:

• the number of securities issued pursuant to the Institutional Placement was 24,931,863 Shares;

• the Shares were issued at a price of $1.15 per Share;

• the Shares were issued and allotted to institutional and sophisticated investor clients of Bell Potter;

• the Shares rank equally in all respects with all other existing fully paid ordinary shares of the Company;

• the gross funds raised by the issue of the Shares was $28,671,642; and

• the funds raised by the issue will be used to accelerate the Company’s Karratha development plans and for new potential Perth project opportunities currently being investigated by the Company.

Resolution 2 – Approval for the issue of Shares (Underwriting)

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of Shares under the Share Purchase Plan. The details of the proposed issue are set out below.

Background

On 7 December 2010, the Company announced it would be undertaking a shareholder purchase plan pursuant to which Eligible Shareholders can subscribe for up to $15,000 of ordinary shares at an issue price of $1.15 per Share to raise up to $16,935,000. The Share Purchase Plan is fully underwritten by Bell Potter on the terms of the Underwriting Agreement.

Listing Rule 7.1

Listing Rule 7.1 generally provides that a company may not issue equity securities if those equity securities will, in themselves or when aggregated with the equity securities issued by the company during the previous 12 months, exceed 15% of the number of equity securities on issue at the commencement of that 12 month period unless the issue falls with one of the nominated exceptions set out in Listing Rule 7.2 or the approval of the shareholders of the company in general meeting is obtained.

Listing Rule 7.2 Exception 15

Listing Rule 7.2 Exception 15 allows a Company to issue shares under a share purchase plan without requiring shareholder approval for the purposes of Listing Rule 7.1. Listing Rule 7.2 Exception 15 does not extend to the issue of securities to the underwriter of a share purchase plan. Accordingly, any Shares issued to Bell Potter (or its sub-underwriters) as a result of any shortfall under the Share Purchase Plan will not fall within the exception to Listing Rule 7.1. Accordingly, the Company seeks Shareholder approval for the purposes of Listing Rule 7.1 for those Shares that may be issued to Bell Potter (as the underwriter) or any sub-underwriters.

As the actual number of Shares which will be issued to Bell Potter (or its sub-underwriters) as a result of any shortfall under the Share Purchase Plan is not yet known, approval is sought for the maximum number of Shares which could be issued to them pursuant to the Underwriting Agreement.

In accordance with Listing Rule 7.3, the following information is provided to Shareholders:

• the maximum number of Shares to be issued by the Company under resolution 2 is 14,726,087 Shares;

• the Shares will be issued as soon as practicable after the Meeting (expected to be within 7 business days of the Meeting based upon the indicative timetable, but in any event within 1 month of the Meeting) and it is anticipated that allotment will occur on one date rather than on a progressive basis;

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• the issue price of the Shares will be $1.15 per Share;

• the Shares will be issued to Bell Potter, as the underwriter of the Share Purchase Plan and any subunderwriters;

• the Shares will rank equally in all respects with all other existing fully paid ordinary shares of the Company; and

• the funds raised by the issue will be used in the same manner as the funds raised pursuant to the Institutional Placement as set out above in this Explanatory Memorandum.

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Voting Information

Voting

Every resolution being put to Shareholders at the Meeting will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Company’s constitution.

On a show of hands, every Shareholder who is present in person or by proxy, or by representative or by attorney, will have one vote. Upon a poll, every Shareholder who is present in person or by proxy, or by representative or by attorney, will have one vote for each Share held by that person. The proxy has the same rights as the member to speak at the meeting, to vote (but only to the extent allowed by the appointment) and join in a demand for a poll.

Where more than one joint holder votes, the vote of the holder whose name appears first in the register of members shall be accepted to the exclusion of the others whether the vote is given in person or by proxy, or by representative or by attorney.

Voting entitlements

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each person for the purpose of determining entitlements to attend and vote at the Meeting will be the entitlement of that person set out in the Company’s share register as at 7.00pm (Sydney time) on 23 January 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting in person

A member that is an individual may attend and vote in person at the Meeting. If you wish to attend the Meeting, please bring the enclosed proxy form to the Meeting to assist in registering your attendance and number of votes. Please arrive at least 15 minutes prior to the start of the Meeting to facilitate this registration process.

A member that is a corporation may appoint an individual to act as its representative to vote at the Meeting in accordance with section 250D of the Corporations Act. The appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry or at www.computershare.com.au .

Voting by proxy

If Shareholders do not wish to attend the Meeting and wish to appoint a proxy to attend and vote on their behalf, Shareholders should complete the proxy form and submit it to the Company in accordance with the directions set out below under the heading ‘Lodging your proxy form’. A proxy need not be a Shareholder.

If you intend to attend the Meeting, you do not need to complete the proxy form. However, please bring the proxy form with you to the Meeting to assist with your registration.

You may still attend the Meeting even if you have appointed a proxy. However, your proxy’s authority is suspended during your presence at the Meeting, including with respect to any resolutions which are put to a vote during that time.

An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors is or are deposited at the Company's registered office or at the Company's share registry not less than 48 hours before the time for the holding of the particular meeting or adjourned meeting as the case may be at which the person named in the instrument proposes to vote.

Appointing a second proxy

If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder is entitled to appoint up to 2 persons to act on the Shareholder’s behalf at the Meeting. If you wish to do this you must use a separate proxy form in respect of each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. You should photocopy the enclosed proxy form or request an additional proxy form to be sent to you. If you do not specify the proportion exercisable by each proxy, each proxy will be taken to be appointed in respect of 50% of your shares.

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Directing your proxy how to vote

If you wish to direct your proxy how to vote on any or all of the resolutions, place a mark “X” in the “For”, “Against” or “Abstain” box next to the relevant resolution. If you do not direct your proxy how to vote, your proxy may vote as he, she or it sees fit. If you mark the “Abstain” box, you are directing your proxy not to vote on your behalf in respect of that resolution and your votes will not be included on a show of hands or on a poll in respect of that resolution.

If you appoint the chairman of the Meeting as your proxy, but do not give directions on how to vote on a particular resolution, the chairman will vote in favour of that resolution except in relation to any resolution where you have not marked the appropriate direction on the proxy form and the chairman is excluded from voting because he has an interest in the outcome of the resolution, in which case the chair will not cast your vote on that resolution.

Signing instructions for your proxy form

Individuals The individual who is the Shareholder, or his or her attorney, must sign the form. Joint holding Each person who is a joint Shareholder, or their attorneys, must sign the form. Companies The company that is the Shareholder must sign the form in accordance with section 127 of the Corporations Act either by a director jointly with either another director or a company secretary, or where the company has a sole director who is also the sole company secretary (or there is no company secretary), by that director. Power of attorney Any Shareholder signing under a power of attorney must attach a certified photocopy of the power of attorney document to this form.

Lodging your proxy form

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the Meeting at 10.00am on Tuesday, 25 January 2011. Any proxy form received after that time will not be valid for the scheduled 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