FIRST AU LIMITED — AGM Information 2014

Apr 16, 2014

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, 28th May 2014, 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 2013.

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 2013 be adopted.

Item 3 Re-election of Director

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

That Oreste Anthony BIZIAK, 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.

That Ms Ying Fang (Marian) MEI, who retires by rotation in accordance with the Company’s Constitution, being eligible offers herself for re-election, be re-elected as a Director of the Company.

Dated this 17th day of April 2014

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, 26th May 2014:

• 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, 26th May 2014.

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” ).

Ordinary Business

Item 1 Financial Statements and Reports The Company’s financial statements for the year ended 31 December, 2013, 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.

PUBLIC HOLDINGS (AUSTRALIA) LIMITED

ABN: 65 000 332 918

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.

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 67

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 42

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.