FSA GROUP LIMITED — AGM Information 2007

Oct 24, 2007

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FSA GROUP LIMITED ACN 093 855 791

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

Date of Meeting: 27 November 2007 Time of Meeting: 2:00pm (Sydney time) Place of Meeting: FSA Group Ltd Level 3, 70 Philip Street Sydney NSW 2000

This Notice of Annual General Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of FSA GROUP LIMITED ACN 093 855 791 ( Company ) will be held at the Company’s offices at, Level 3, 70 Philip Street, Sydney NSW 2000 on 27 November 2007 at 2:00pm (Sydney time).

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the Company’s Annual Report comprising the Directors’ and Auditor’s Report, Directors’ Declaration, Income Statements, Balance Sheets, Statements of Changes in Equity, Cash Flow Statements and notes to and forming part of the accounts for the year ended 30 June 2007.

1. Re-election of Deborah Southon as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That Deborah Southon, who retires by rotation in accordance with Article 39.1 of the Company’s Constitution and, being eligible, offers herself for re-election, be re-elected as a Director.”

2. Re-election of Stan Kalinko as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That Stan Kalinko, who retires as a Director of the Company in accordance with Article 37.2 of the Company’s Constitution and, being eligible, offers himself for reelection, be re-elected as a Director .”

3. Remuneration Report

To consider and, if thought fit, pass the following Advisory Resolution:

“That, the Remuneration Report for the year ended 30 June 2007 (as set out in the Directors Report) is adopted.”

The vote on this Resolution 3 is advisory only and does not bind the Directors of the Company.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

BY ORDER OF THE BOARD

Mr Duncan Cornish Company Secretary Date: 23 October 2007

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum is provided to shareholders of FSA GROUP LIMITED ACN 093 855 791 ( Company or FSA ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at the offices of FSA Group Ltd, Level 3, 70 Philip Street, Sydney NSW 2000 on 27 November 2007 at 2:00pm (Sydney time).

The Directors recommend shareholders read the accompanying Notice of Annual General Meeting ( Notice ) and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Consider the Company’s Annual Report

The Corporations Act requires the financial report, the directors’ report and the auditor’s report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the financial report, the directors’ report or the auditor’s report.

The Company’s Annual Report is placed before the shareholders for discussion. No voting is required for this item. Shareholders will have a reasonable opportunity at the Meeting to ask questions and make comments on these reports and on the business and operations of the Company.

1. Resolution 1 – Re-election of Deborah Southon as a Director

Deborah Southon retires in accordance with the Company’s Constitution and, being eligible, offers herself for re-election as an Executive Director.

Ms Southon was appointed on 30 July 2002. Ms Southon has attained a wealth of experience in the government and community services sectors having worked for the Commonwealth Department of Health and Family Services, the former Department of Community Services, and the Smith Family. Ms Southon has successfully managed a programme and administration budget exceeding $150 million and was part of a management team which oversaw a significant growth in client numbers and service delivery which stemmed from the implementation of fresh legislation.

Ms Southon has an Executive Certificate in Leadership & Management (University of Technology, Sydney) and a Bachelor of Arts Degree (Sydney University). She also has qualifications in Speech and Drama (AMEB) and has undertaken post graduate management studies at the Australian Graduate School of Management.

2. Resolution 2 – Re-election of Stan Kalinko as a Director

Resolution 2 seeks the confirmation of the appointment of Stan Kalinko as a Director.

Mr Kalinko was appointed as a Director of the Company as an addition to the Board on 9 May 2007. In accordance with the Company’s Constitution, Mr Kalinko retires from the Board of Directors at the Annual General Meeting, and shareholder approval is being sought for his reelection.

Mr Kalinko commenced his career in South Africa and spent 20 years as a practising solicitor. In late 1983, he migrated to Australia and spent 20 years as an associate at Stephen Jaques Stone James, now Mallesons Stephen Jaques.

Between 1985 and 1989 he worked as a merchant banker for Kleinwort Benson Australia (“KBA”), a subsidiary of the largest merchant bank in the United Kingdom at the time, until KBA was sold to Security Pacific Ltd. Mr Kalinko continued to work there until 1991. For 16 years prior to joining the

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board of FSA, Mr Kalinko was a partner at Deacons, a national and international law firm. He specialised primarily in corporate and commercial law, focussing on mergers and acquisitions, management buy-outs and joint ventures, and advising Company Directors and Underwriters on capital raisings.

He spent eight years on the board of Deacons in Sydney, three years on their national board and 10 years as the business unit leader of their Banking and Finance Practice Group.

Mr Kalinko is a Fellow of the Australian Institute of Company Directors and has Bachelor of Commerce, Bachelor of Law, and Higher Diploma in Tax Degrees. He is also an accredited mediator.

Mr Kalinko serves on the Company’s Audit Committee.

3. Resolution 3 - Remuneration Report

The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding Advisory Resolution.

The Remuneration Report is set out in the Directors’ Report section of the Annual Report. The Report:

• explains the Board’s policy for determining the nature and amount of remuneration of executive directors and senior executives of the Company;

• explains the relationship between the Board’s remuneration policy and the Company’s performance;

• sets out remuneration details for each Director and the most highly remunerated senior executive of the Company; and

• details and explains any performance conditions applicable to the remuneration of executive directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

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Any enquiries in relation to the Resolutions or the Explanatory Notes should be directed to Mr Duncan Cornish (Company Secretary):

Level 5, 60 Edward Street, Brisbane, Qld, 4000 Ph: (07) 3303 0690 Fax: (07) 3303 0601

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PROXY, REPRESENTATIVE AND VOTING ENTITLEMENT INSTRUCTIONS

Shareholders are entitled to appoint one or more proxies. A Proxy Form and instructions are attached.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cwlth).

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on 25 November 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

FSA GROUP LIMITED ACN 093 855 791 PROXY FORM

APPOINTMENT OF PROXY

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being a member/s of FSA Group Limited and entitled to attend and vote hereby appoint � the Chairman of the Meeting OR Write here the name of the person you are (mark with an “X”) appointing if this person is someone other than the Chairman of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of FSA Group Limited to be held at Level 3, 70 Philip Street, Sydney NSW on 27 November 2007 at 2.00pm and at any adjournment of that meeting.

� If you do not wish to direct your proxy how to vote please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman of the meeting intends to vote undirected proxies in favour of the resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/she has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest.

Voting directions to your proxy – please mark

For Against Abstain* Resolution 1 Re-election of Deborah Southon as a Director � � � Resolution 2 Re-election of Stan Kalinko as a Director � � � Resolution 3 Remuneration Report � � �

*** 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.**

Execution

This section must be signed in accordance with the instructions below to enable your directions to be implemented.

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Individual or Security holder 1 Security holder 2 Security holder 3
Sole Director and Director Director/Company Secretary
Sole Company Secretary
(If appointed)
______ _________ / /
Contact Name Contact Daytime Telephone Date
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Appointment of Multiple Proxies

A member may appoint more than one proxy. If two (or more) proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request or you may copy this form.)

Exercising voting power over only part of your shares

If you wish to appoint the proxy to exercise voting power over only some of your shares, the number of shares in respect of which this proxy is to operate is ……………….. shares (Note: proxy will be over all shares if left blank)

How to Complete the Proxy Form

1. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. 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. 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 security holder of the Company.

2. Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three 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 section. If you do not mark any of the boxes on a given item, 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.

3. 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 share registry or you may copy this form.

Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.

To appoint on 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 in the same envelope.

4. 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 of the security holders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document 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.

Lodgement of a Proxy

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below, or the Share Registry, Link Market Services Limited, Level 12, 300 Queen Street, Brisbane, Qld, Australia, 4000 not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Documents may be lodged with the Company:

IN PERSON: FSA Group Ltd, Level 5, 60 Edward Street, Brisbane, Queensland

BY MAIL: FSA Group Ltd, GPO Box 5263, Brisbane, QLD, 4001

BY FAX: (07) 3303 0601