FIRST AU LIMITED — AGM Information 2011

Apr 28, 2011

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 Monday, 30 May 2011, 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 2010.

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 2010 be adopted.

Item 3 Re-election of Director

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

That Oreste Anthony BIZIAK, having retired in accordance with clause 13.4 of the Company's constitution, and being eligible, is re-elected as a Director of the Company.

That Ms Ying Fang (Marian) MEI, having retired in accordance with clause 13.4 of the Company's constitution, and being eligible, is re-elected as a Director of the Company.

Dated this 20th day of April 2011

BY ORDER OF THE BOARD

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David McBain COMPANY SECRETARY

If you require a copy of the Annual Report and or the Constitution of Public Holdings (Australia) Limited please contract the Company Secretary on:

Telephone: (03) 9817 0700, Facsimile: (03) 9817 0799 or email: dmcbain@mcbainmccartin.com.au.

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 2.00 pm on Saturday, 28th May 2011:

  • 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 7.00 pm on Friday, 27th May 2011.

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, 2010, 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 13.4 and 13.5 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.

Oreste Anthony BIZIAK is required to retire at this meeting and seeks re-election. Further information in relation to the Director Mr Oreste Anthony BIZIAK is as follows:

Oreste Anthony BIZIAK: Age 64

Mr. Biziak has been a resident of Canberra since 1951 and 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 has a Bachelor of Applied Science from the University of Canberra. In July 2002, Mr. Biziak was appointed as 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 is required to retire at this meeting and seeks re-election. Further information in relation to the Director Ms Ying Fang MEI is as follows:

Ying Fang MEI: Age 39

Ms. Mei joined First Shanghai Group in 2001 as financial controller of its Shanghai office. In October 2004 she immigrated to Australia with her family. Ms. Mei has worked in the field of accountancy and management for over 10 years. She obtained her bachelor degree in accounting/taxation from Central University of Finance and Economics (Beijing, China) in 1993 and later on achieved MBA degree from Shanghai Jiaotong University (Shanghai, China) in 2001. She possesses professional membership of the Association of Chartered Certified Accountants (U.K), the Chinese Institute of Certified Public Accountants and associate membership of CPA Australia.