FIRST AU LIMITED — AGM Information 2008

May 4, 2008

PUBLIC HOLDINGS (AUSTRALIA) LIMITED ABN 65 000 332 918

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Public Holdings (Australia) Limited (ABN 65 000 332 918) ( Company ) will be held at 2pm on Thursday, 29 May 2008, at the RACV Club, Level 2, 501 Bourke Street, Melbourne for the following purposes.

The Explanatory Statement accompanies and forms part of this Notice of Annual General Meeting and should be read in its entirety.

ORDINARY BUSINESS

Item 1 Financial Statements and Reports

To receive and consider the accounts of the Company, the annual Financial Report, Directors' Report and Auditor's Report prepared in accordance with the requirements of the Corporations Act 2001 (Cth) ( Corporations Act ) for the financial year ended 31 December 2007.

Item 2 Adoption of Remuneration Report

To consider and, if thought fit, pass the following resolution:

That the remuneration report included within the Directors' Report of the Company for the financial year ended 31 December 2007 be adopted.

Item 3 Election of Directors

To consider and, if thought fit, pass the following as separate resolutions:

• A. That Oreste Anthony Biziak, having retired in accordance with clause 14.4 of the Company's constitution ( Constitution ), and being eligible, is re-elected as a Director of the Company.

• B. That Ying Fang Mei, having been appointed as a Director of the Company by the Directors of the Company in accordance with clause 14.8 of the Constitution, and being eligible, is elected as a Director of the Company.

• C. That Ying Lu, having been appointed as a Director of the Company by the Directors of the Company in accordance with clause 14.8 of the Constitution, and being eligible, is elected as a Director of the Company.

Item 4 Appointment of new auditor of the Company

To consider and, if thought fit, pass the following resolution:

That for the purposes of section 327B of the Corporations Act and for all other purposes, McLean Delmo Hall Chadwick Audit Assurance Pty Ltd having been nominated and consented, be appointed as auditors of the Company with effect from the end of this meeting.

SPECIAL BUSINESS

Item 5 Approval of Previous Directors' Fees

To consider and, if thought fit, pass the following resolution:

That for the purposes of clause 14.15 of the Constitution, the payment of directors' fees of $35,000 per annum for the two years ended 31 December 2006 and 31 December 2007 be approved and ratified.

The Company will disregard any votes cast on this resolution by a Director, or an associate of a Director. 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 it is cast by the person chairing this 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.

Item 6 Approval of Directors' Fees

To consider and, if thought fit, pass the following resolution:

That for the purposes of clause 14.15 of the Constitution and ASX Listing Rule 10.17, the maximum aggregate amount of directors' fees payable by the Company to the Directors be increased from $0 per annum to a maximum of $70,000 per annum.

The Company will disregard any votes cast on this resolution by a Director, or an associate of a Director. 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 it is cast by the person chairing this 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 this 22nd day of April 2008

BY ORDER OF THE BOARD

David McBain COMPANY SECRETARY

Appointment of proxy

A proxy form is enclosed for your use if required. Please note the following in relation to the appointment of a proxy:

• A member who is entitled to attend and vote at this meeting may appoint any person as his or her proxy to attend and vote for the member at the meeting.

• If a member is entitled to cast two or more votes at the meeting, the member may appoint two proxies to attend on the same occasion. If two proxies are appointed and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the member’s votes.

• The appointment of the proxy may specify the proportion or number of votes that the proxy may exercise.

• A proxy need not be a member of the Company.

• If a proxy is given by a corporation, a form of proxy must be executed in writing under the common seal of the corporation or otherwise in accordance with section 127 of the Corporations Act or signed by an attorney.

• If a proxy is given by a natural person, a form of proxy must be executed under the hand of that person or that person’s attorney.

• For a proxy appointment to be effective, the Company must receive the following documents no later than 48 hours before the scheduled time for the meeting, that is by 2pm on Tuesday, 27 May 2008:

  - The proxy’s appointment. 
  

  • If the appointment is signed by the appointor’s attorney – the authority under which the appointment was signed or a certified copy of the authority.

• The documents will be received by the Company when they are:

  • posted, delivered or facsimiled to Public Holdings (Australia) Limited c/oLink Market Services Limited Locked Bag A14, Sydney South NSW 1235 (facsimile: (02) 9287 0309); or

  • delivered to Level 12, 680 George Street, Sydney NSW 2000.

Persons entitled to vote

Under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the shareholding of each member for the purposes of ascertaining their voting

entitlements at this meeting will be as it appears in the share register at 2pm on Tuesday, 27 May 2008.

Corporate Representatives

A body corporate, which is a member, may appoint an individual (by certificate executed in accordance with section 127 of the Corporations Act or in another manner satisfactory to the chair) as a representative to exercise all or any of the powers the body corporate may exercise at the meeting. The appointment may be a standing one.

Necessary information

Information relevant to each resolution is set out in the attached Explanatory Statement which forms part of this notice to members.

PUBLIC HOLDINGS (AUSTRALIA) LIMITED ABN 65 000 332 918

EXPLANATORY STATEMENT

Member approval of resolutions is required for the purposes of ASX Limited's ( ASX ) Listing Rules ( ASX Listing Rules ) and the Corporations Act 2001 (Cth) ( Corporations Act ). This Explanatory Statement has been prepared to provide you with material information to enable you to make an informed decision on the business to be conducted at the Annual General Meeting of Public Holdings (Australia) Limited (ABN 65 000 332 918) ( Company ).

Ordinary Business

Item 1 Financial Statements and Reports

This item gives members an opportunity to raise questions on the Annual Report and on the performance of the Company generally.

Item 2 Remuneration Report

As part of the annual Directors' Report provided to all members of the Company, a remuneration report is required to be included which sets out details of the remuneration received by the Directors, in addition to describing the policy of the board of Directors ( Board ) in respect of remuneration and the satisfaction of performance conditions.

Under the resolution in Item 2, the Company is seeking members' approval of the adoption of the remuneration report by the Company. The outcome of this resolution is not binding on the Company or the Board.

Item 3 Election of Directors

ASX Listing Rule 14.4 provides that a Director (other than a Managing Director) must retire and offer themselves for re-election at the third Annual General Meeting following their election. Further, clauses 14.4 and 14.5 of the Company's constitution provides that at each Annual General Meeting, one third of Directors, or if their number is not a multiple of three then the number nearest to but not exceeding one third, retire from office and may submit themselves for re-election.

Oreste Anthony Biziak is required to retire at this meeting and seeks re-election.

In accordance with the Corporations Act and clause 14.8 of the Constitution, Directors appointed by other Directors under clause 14.8 of the Constitution to fill a casual vacancy or as an addition to the existing Directors, must have their appointment as a Director confirmed by resolution of the members at the next Annual General Meeting.

As previously announced to the market on 4 July 2007, Ying Fang Mei was appointed to the position of Director under clause 14.8 of the Constitution, effective from 3 July 2007. She is

required to stand for election at this meeting and has offered herself for election.

As previously announced to the market on 28 August 2007, Ying Lu was appointed to the position of Director under clause 14.8 of the Constitution, effective from 28 August 2007. She is required to stand for election at this meeting and has offered herself for election.

Further information in relation to the Directors is as follows:

Oreste Anthony BIZIAK

Age: 61

Oreste has been employed in various positions in a number of Australian Government Departments between 1966 and 2001. In November 2001, he resigned from the Department of Immigration, and Multicultural and Indigenous Affairs, and established a consultancy company in Canberra with interests in Hong Kong and China. He obtained a Bachelor of Applied Science from the University of Canberra. In July 2002, Oreste was appointed director, secretary and public officer of Florens Container Services (Australia) Pty Limited, a subsidiary of COSCO Pacific which is listed on the Hong Kong Stock Exchange.

Ying Fang (Marian) MEI

Age: 36

Marian joined the First Shanghai Investments Limited group in 2001 as financial controller of its Shanghai office. In October 2004 she immigrated to Australia with her family. Marian has worked in the field of accountancy and management for over 10 years. She obtained her bachelor degree from Central University of Finance and Economics, Beijing, China in 1993 and later on obtained a Masters of Business Administration from Shanghai Jiaotong University, Shanghai, China in 2001. She is a professional member of the Association of Chartered Certified Accountants (U.K.), the Chinese Institute of Certified Public Accountants and an associate member of Australian CPA.

Ying (Lucy) LU

Age: 36

Lucy is the Executive Director responsible for the Company’s subsidiary, PHA Shanghai Classic Wine & Food Co. Ltd. She previously worked as assistant to the Chief Economist

and Vice-President of China Venture-tech Investment Co. Lucy joined the First Shanghai Investments Limited group in 1996 as the chief representative of its Beijing Office. During 2002, she immigrated to Australia and joined the Company as project manager. Lucy obtained her bachelor degree from Central Conservatory of Music, China and achieved her Masters of Business Administration from the University of Technology, Sydney, Australia.

Item 4 Appointment of new auditor of the Company

Hall Chadwick has, by notice in writing to the Company, resigned as auditor of the Company which, with the consent of the Australian Securities & Investments Commission ( ASIC ), will come into effect from the end of this meeting.

Hall Chadwick has established McLean Delmo Hall Chadwick Audit Assurance Pty Ltd, a company registered with ASIC as a Registered Audit Company, the sole purpose being to conduct audit and assurance services. This company and all of its activities are currently regulated by ASIC. ASIC advises that appointing McLean Delmo Hall Chadwick Audit Assurance Pty Ltd technically effects a change of auditor in accordance with the Corporations Act and accordingly the Company received a formal resignation from Hall Chadwick, effective as at the date of this meeting, with the appointment of the new entity McLean Delmo Hall Chadwick Audit Assurance Pty Ltd also effective as at the date of this meeting, subject to the approval of ASIC and then of the members of the Company at this meeting. The current partners and staff of Hall Chadwick will continue in their existing roles with McLean Delmo Hall Chadwick Audit Assurance Pty Ltd. The Board has made a recommendation that Hall Chadwick be replaced as external auditor of the Company by McLean Delmo Hall Chadwick Audit Assurance Pty Ltd.

Atlas Securities Pty Limited, as a member of the company, has nominated the firm McLean Delmo Hall Chadwick Audit Assurance Pty Ltd of Level 12, 459 Collins Street, Melbourne VIC 3000 as auditors of the Company and its controlled entities with effect from the end of this meeting. Attached to this Notice of Annual General Meeting is a nomination form, signed by Atlas Securities Pty Limited, in accordance with section 328B of the Corporations Act. McLean Delmo Hall Chadwick Audit Assurance Pty Ltd has consented to act as the Company's auditors.

The resolutions under Item 5 and 6 are ordinary resolutions, requiring them to be passed by a simple majority of the votes cast by members entitled to vote on it. The Directors recommend that you vote in favour of these resolutions.

Special Business

Item 5 Approval of Previous Directors' fees

As disclosed to ASX on 19 July 2007, the Board of Directors of the Company agreed to pay directors' fees of $35,000 per annum without having received the necessary approval of members pursuant to clause 14.5 of the constitution of the Company and Listing Rule 10.17. As soon as it

became aware of this oversight, the Company ceased paying these directors' fees and notified ASX that it would seek approval of these payments at the next general meeting of the Company.

Item 6 Approval of Directors' fees

Under clause 14.15 of the Constitution and ASX Listing Rule 10.17, the Company must not increase the total amount of directors' fees payable by the Company without the approval of the members by ordinary resolution at a general meeting.

As noted in the explanatory note to Item 5, the Company has not received the approval of shareholders for the payment of directors' fees, and so the increase in the maximum aggregate amount of directors' fees payable by the Company to the Directors for which approval is sought under this Item 6 is from $0 per annum to $70,000 per annum is being proposed to provide the Board with more flexibility in relation to the fees payable to Directors and the reimbursement of new Directors in the future.

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