FIRST AU LIMITED — AGM Information 2010

Apr 19, 2010

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) (the “Company” ) will be held at 2pm on Friday, 21 May 2010, 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 2009.

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 2009 be adopted.

Item 3 Re-election of Director

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

That Wai-Kin YEUNG, having retired in accordance with clause 14.4 of the Company's constitution, and being eligible, is re-elected as a Director of the Company.

Item 4 Adoption of New Constitution

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

That, under section 136(2) of the Corporations Act, the existing Constitution of the Company be repealed in its entirety and the Constitution tabled by the Chairman and initialled for the purposes of identification be approved and adopted with effect from the conclusion of the meeting.

Dated this 15th day of April 2010

BY ORDER OF THE BOARD

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David McBain COMPANY SECRETARY

PUBLIC HOLDINGS (AUSTRALIA) LIMITED

ABN: 65 000 332 918

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 Wednesday, 19 May 2010:

• • 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/o- Link 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 7pm on Wednesday, 19 May 2010.

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) (the “Company” ).

Ordinary Business

Item 1 Financial Statements and Reports

The Company’s financial statements for the year ended 31 December, 2009, and the report of the Company’s Directors and Auditors thereon, will be put to the meeting for consideration. There is no requirement for members to approve these reports. However, the Chairman will afford reasonable opportunity for members to ask questions or make comments about these reports of the Company.

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 (the “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 Re-election of Director

ASX Listing Rule 14.4 provides that a Director (other than a Managing Director) must retire and offer himself/herself for re-election at the third Annual General Meeting following his/her election. Further, clauses 14.4 and 14.5 of the Company's constitution provide 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.

Wai-Kin YEUNG is required to retire at this meeting and seeks re-election. Further information in relation to the Director Mr Wai-Kin YEUNG is as follows:

Wai-Kin YEUNG (Rankine): Age: 48

Mr. Yeung joined First Shanghai Investments Limited in 1993 as its financial controller. He was then promoted to Chief Financial Officer in 1997. Mr. Yeung also serves First Shanghai Investments Limited as its Company Secretary. Mr. Yeung has over 25 years experience in the field of accountancy and management. He obtained his professional diploma in Accountancy from the Hong Kong Polytechnic in 1983. Mr. Yeung has a bachelor degree in law from Peking University. He possesses professional membership of the Association of Chartered Certified Accountants (U.K), the Hong Kong Institute of Certified Public Accountants and the Taxation Institute of Hong Kong.

PUBLIC HOLDINGS (AUSTRALIA) LIMITED

ABN: 65 000 332 918

Item 4 Adoption of New Constitution

Under Section 136 of the Corporations Act, a company must pass a special resolution if it wishes to repeal its existing constitution.

Section 136(5) of the Corporations Act requires that a company adopting a new constitution must lodge a copy of the special resolution with ASIC within 14 days of the relevant meeting. Section 137 of the Corporations Act provides that the repeal of the old constitution and adoption of the new constitution takes effect on the date of the relevant meeting.

The proposed new constitution complies in all respects with the current requirements of the ASX Listing Rules and the Corporations Act.

The Board believes that there are no substantive changes to the rights and remedies available to shareholders under the existing constitution when compared to the proposed new constitution. A summary of the principal differences between the old constitution and the proposed new constitution is set out below.

A copy of the existing Constitution of the Company and a copy of the proposed new Constitution are available for perusal by Shareholders prior to the General Meeting during regular business hours at the registered office of the Company which is located at Level 1, 123 Whitehorse Road, Balwyn, VIC 3103.

A copy of the existing Constitution and the proposed new Constitution will also be available for inspection at the General Meeting.

Directors' recommendation

Each of the Directors recommends that shareholders vote in favour of this special resolution.

PUBLIC HOLDINGS (AUSTRALIA) LIMITED

ABN: 65 000 332 918

Summary of principal differences between the existing constitution and the proposed new constitution

constitution
Subject	Summary of Amendment	Old clause reference	New clause reference
Interest on outstanding sums	The amendment to this clause provides that the maximum interest rate payable on unpaid sums called in respect of a share be increased from 10% to 20%.	6.6	6.7
Recovery of amounts due	The amendments to this clause clarify what will amount to conclusive evidence of a debt.	N/A	6.12
Procedure for forfeiture	This amendment provides that the number of days from notice of an amount being payable on a share, to the required date for payment of such amount be reduced from 30 to 14 days.	10.1	10.1
Omission from sending instrument of proxy	This amendment provides that the accidental omission to send an instrument of proxy to, or non-receipt by, a person entitled to receive notice of a meeting shall not invalidate the proceedings of the meeting.	11.7	11.7
Poll	The amendments to this clause provide that the number of members present at a meeting who are entitled to demand a poll be increased from 3 to 5.	13.12.2	12.12.2
Members' decisions	This proposed new clause provides that a decision of a general meeting is not invalidated on the ground that a person voted who was not entitled to.	N/A	12.33
Admission to general meetings	This new clause codifies the circumstances in which the chairman of a meeting would be entitled to refuse a person entry to a general meeting.	N/A	12.34
Auditor's right to be heard	This proposed new clause clarifies the right of the auditor of the Company to attend and be heard at a general meeting.	N/A	12.35
Appointment of deputy chairman	This proposed new clause gives the directors of the Company the right to appoint a deputy chairman.	N/A	16.2
Entitlement to dividends	The amendment to this clause provides that amounts credited as having been paid in respect of a share are not taken into account in calculating the amount of a dividend payable in respect of that share.	23.5	23.5
Payments of dividends by distribution of property	This new clause clarifies the Company's rights, and the members' obligations, on the payment of a dividend by way of a distribution of specific assets, return of capital or otherwise by the transfer of shares of another company.	N/A	23.11
Indemnity	The amendments to this clause further	28	26.2, 26.3,

PUBLIC HOLDINGS (AUSTRALIA) LIMITED

ABN: 65 000 332 918

	ABN: 65 000 332 918
	clarify the indemnity afforded directors, officers and employees (including former directors, officers and employees) for liabilities incurred as officers of the Company.		26.4 and 26.5.
Non-marketable parcels	The amendment to this clause provides further detail with regards to process to be followed on the sale of non-marketable parcels.	28	27
Proportional takeover bid	If the proposed new constitution is adopted, including the proportional takeover provisions set out in the new clause 28 ('Proportional Takeover Provisions'), and a proportional takeover bid is made for a class of shares in the Company, the directors will be required to convene a general meeting of shareholders in that class to vote on a resolution to approve the proportional takeover bid. An approving resolution will be taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than half. The resolution must be voted on at least 14 days before the bid closes. The bidder and any associates will be excluded from voting. If the resolution is approved, transfer of shares to the bidder will be registered provided they comply with the other provisions of the Constitution. If no resolution is voted on at least 14 days before the bid closes, then a resolution to approve the bid will be taken to have been passed in accordance with these provisions. In accordance with section 648G of the Corporations Act, if adopted, the Proportional Takeover Provisions will expire 3 years from the date of the Annual General Meeting, unless they are previously renewed by shareholders by special resolution. At the date of this Notice of Annual general Meeting, none of the Directors are aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company.	N/A	28

PUBLIC HOLDINGS (AUSTRALIA) LIMITED

ABN: 65 000 332 918

The Proportional Takeover Provisions are considered advantageous to shareholders as they will provide a mechanism for shareholders to decide whether any proportional takeover bid should proceed or not. The Proportional Takeover Provisions will ensure that all shareholders have the opportunity to consider a proportional takeover bid and vote on whether it should be permitted to proceed. This should ensure that any future proportional takeover bid is structured to be attractive to a majority of independent shareholders. Without the Proportional Takeover Provisions, a proportional takeover bid for the Company might enable a bidder to obtain control of the Company without shareholders having the opportunity to sell all their shares. However, it may be argued the Proportional Takeover Provisions make a proportional takeover more difficult to achieve and therefore proportional bids will be discouraged. This in turn, may reduce opportunities that shareholders may have to sell shares in the Company at an attractive price to persons seeking control of the Company and may therefore eliminate any element of takeover speculation from the Company's share price. It may also be argued that the Proportional Takeover Provisions constitute an additional restriction on the ability of shareholders to deal freely with their shares. There is no specific advantage or disadvantage for directors (in their capacity as directors of the Company) of the Proportional Takeover Provisions, with the exception that they will enable the directors to ascertain the views of shareholders on any proportional takeover bid.

LODGE YOUR VOTE

Public Holdings (Australia) Limited ABN 65 000 332 918



www.linkmarketservices.com.au

ONLINE

By mail:  Public Holdings (Australia) Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 554 474 Overseas: +61 2 8280 7111

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SECURITYHOLDER VOTING FORM

I/We being a member(s) of Public Holdings (Australia) Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm on Friday, 21 May 2010, at RACV Club, Level 2, 501 Bourke Street, Melbourne and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting.

Please read the voting instructions overleaf before marking any boxes with an X

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

STEP 2 VOTING DIRECTIONS For Against Abstain * Resolution 1 Financial Statements and Reports No Resolution Required Resolution 2 Adoption of Remuneration Report Resolution 3 Re-election Mr Wai-Kin YEUNG as a Director Resolution 4 Adoption of New Constitution

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, all securityholder must sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

PHA PRX001

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all securityholder must sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm on Wednesday, 19 May 2010, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Select the ‘Proxy Voting’ option on the top right of the home page. Choose the company you wish to lodge your vote for from the drop down menu, enter your holding details as shown on this form, and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

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 by mail:
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Public Holdings (Australia) Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.