FIRST AU LIMITED — AGM Information 2013

Apr 29, 2013

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 Wednesday, 22 May 2013, 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 2012.

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 2012 be adopted.

Item 3 Re-election of Director

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

That Wai-Kin YEUNG, who retires by rotation in accordance with the Company’s Constitution, being eligible offers himself for re-election, be re-elected as a Director of the Company.

Dated this 17th day of April 2013

BY ORDER OF THE BOARD

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David McBain COMPANY SECRETARY

If you require a copy of the Annual Report, please contact 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 entitled to attend and vote at the meeting may appoint one or two proxies to attend and vote on their behalf. Each proxy will have the right to vote on a poll and also speak at the meeting.

• A proxy need not be a member of the Company and a proxy can be either an individual or a body corporate.

• The appointment of a proxy may specify the proportion or number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, the votes will be divided equally on the resolution as they think fit.

• If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from voting on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.

• If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the resolution, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions.

• Proxy appointments in favour of the Chairman of the meeting, the Company Secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed in this Notice of Annual General Meeting.

• The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act 2001 . A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

• 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 AEST on Monday, 20 May 2013:

• 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 delivered by one of the following methods:

• By Hand: Street address: Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

• By Post: Link Market Services Limited Locked Bag A14, SYDNEY SOUTH NSW 1235

• By Fax: Link Market Services Limited on Fax: (+612) 9287 0309

• Online: Lodged online at www.linkmarketservices.com.au

PUBLIC HOLDINGS (AUSTRALIA) LIMITED

ABN: 65 000 332 918

Voting exclusion statement

• For all resolutions that are directly or indirectly related to the remuneration of a member of the Key Management Personnel (“KMP”) of the Company (being Item 2), the Corporations Act 2001 (Cth) restricts KMP and their closely related parties from voting in some circumstances. Closely related party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

• Key Management Personnel of the Company (being those persons described as such in the Remuneration Report) and their closely related parties will not be able to vote proxies on Item 2 unless shareholders explicitly direct them how to vote.

• If shareholders intend to appoint the Chairman of the meeting as their proxy particularly with respect to voting on Item 2, they can direct the Chairman to vote by either marking the relevant voting box for Item 2 or by marking the Chairman’s box on the proxy form (in which case the Chairman of the meeting will vote in favour of those resolutions).

Persons entitled to vote

Under regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2001 , 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 AEST on Monday, 20 May 2013.

Corporate Representatives

A body corporate, which is a member, or which has been appointed as a proxy, 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. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act 2001 . The representative should bring to the meeting a properly executed letter or other document confirming its authority to act as the company’s representative.

Necessary information

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

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” ).

PUBLIC HOLDINGS (AUSTRALIA) LIMITED

ABN: 65 000 332 918

Ordinary Business

Item 1 Financial Statements and Reports

The Company’s financial statements for the year ended 31 December, 2012, 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. This report sets out details of the remuneration received by certain Directors, in addition to describing the policy of the Board of Directors (the “Board” ) in respect of remuneration and the performance conditions.

Under the resolution in Item 2, the Company is seeking members' approval of the adoption of the remuneration report by the Company. Whilst the resolution must be put to the vote, the resolution is advisory only and does not bind the Directors of the Company.

The Company will disregard any vote cast on this resolution (in any capacity) by or on behalf of a member of the Key Management Personnel (being persons described as such in the Remuneration Report) or a closely related party of such a member unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the proxy form.

The Board recommends that Shareholders vote in favour of Item 2.

Item 3 Re-election of Director

ASX Listing Rule 14.4 provides that a Director (other than the 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.

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: Age: 51

Mr. Yeung is a director of First Shanghai Investments Limited and the Chief Financial Officer of First Shanghai Group. He joined First Shanghai Group in 1993 and has over 25 years experience in auditing, finance and management positions. He is also director of another Hong Kong listed company, China Assets (Holdings) Limited. Mr. Yeung possesses professional membership of the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants and the Taxation Institute of Hong Kong. He has a bachelor’s degree in law from Peking University.

The Board supports the nomination for re-election by Wai Kin YEUNG.

Public Holdings (Australia) Limited

LODGE YOUR VOTE

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: +61 1300 554 474

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SECURITYHOLDER PROXY FORM

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

STEP 1

APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) 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 at the Annual General Meeting of the Company to be held at 2:00pm on Wednesday, 22 May 2013, at the RACV Club, Level 2, 501 Bourke Street, Melbourne and at any adjournment or postponement of the meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

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

STEP 2

Item 1

VOTING DIRECTIONS

For Against Abstain *

Financial Statements and Reports No Resolution Required

Item 2

Adoption of Remuneration Report

Item 3

To re-elect Wai-Kin YEUNG as a Director

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 * 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.

Important for Item 2 – If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with his voting intentions on Item 2 as set out above and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Item 2, the Chairman of the Meeting will not cast your votes on Item 2 and your votes will not be counted in computing the required majority if a poll is called on this Item. If you appoint the Chairman of the Meeting as your proxy you can direct him how to vote by either marking the boxes on any or all of the Items in Step 2 above (for example if you wish to vote ‘for’, ‘against’ or ‘abstain’ from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 2).

The Chairman of the Meeting intends to vote all available proxies in favour of Item 2.

I/we direct the Chairman of the Meeting to vote in accordance with his voting intentions on Item 2 (except where I/we have indicated a different voting intention above) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Item 2 is connected directly or indirectly with the remuneration of a member of the key management personnel and even if the Chairman of the Meeting has an interest in the outcome of that Item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

STEP 3

Securityholder 1 (Individual)

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

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, either securityholder may 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 PRX308

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, either securityholder may 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 Monday, 20 May 2013, 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

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ 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).

 by mail:

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, 1A Homebush Bay Drive, Rhodes NSW 2138 or 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.