FSA GROUP LIMITED — AGM Information 2009

Oct 25, 2009

Notice of Annual General Meeting and Explanatory Memorandum

==> picture [122 x 136] intentionally omitted <==

FSA Group Limited ABN 98 093 855 791

Date of Meeting: 26 November 2009 Time of Meeting: 1.00pm (EDST/Sydney time) Place of Meeting: Level 4, 70 Phillip Street, Sydney NSW 2000

==> picture [469 x 41] intentionally omitted <==

==> picture [59 x 67] intentionally omitted <==

Notice is given that the Annual General Meeting of shareholders of FSA Group Limited ABN 98 093 855 791 ( Company ) will be held at Level 4, 70 Phillip Street, Sydney NSW 2000, on 26 November 2009 at 1.00pm (EDST/Sydney time).

Agenda

ORDINARY BUSINESS

Financial Reports

To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’ 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 Company and its controlled entities for the financial year ended 30 June 2009.

1. Resolution One – Re‐election of Hugh Parsons as a Director

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

“That Mr Hugh Parsons, who retires by rotation in accordance with Article 39.1 of the Company’s Constitution and, being eligible, offers himself for re election, be re‐elected as a Director.”

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

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

“That Mr Stan Kalinko, who retires by rotation in accordance with Article 39.1 of the Company’s Constitution and, being eligible, offers himself for re election, be re‐elected as a Director.”

3. Resolution Three – Ratification of Previous Issue of Shares

To consider and, if thought fit, pass the following Ordinary Resolution with or without modification:

“That in accordance with the provisions of Listing Rule 7.4 of the Official Listing Rules of the ASX Limited ( ASX ), and for all other purposes, the shareholders ratify the previous issue of 11,351,340 fully paid ordinary shares in the Company ( Previous Shares ) on 7 October 2009 for a consideration of $4,200,000 (representing an issue price of $0.37 per Previous Share) ( Placement ) to those persons set out in the Explanatory Memorandum accompanying this Notice of Meeting ( Recipients ), being investors that fall within one or more of the classes of exemptions specified in section 708 of the Corporations Act 2001.”

FSA Group Limited Notice of AGM – 26 November 2009

Page 1 of 8

==> picture [59 x 67] intentionally omitted <==

NOTES :

• The rights attaching to the Previous Shares are identical in all respects to the existing ordinary shares on issue in the Company.

• The funds raised from the Placement will strengthen the Company’s balance sheet and the Company plans to use the funds to:

o grow its home lending division; and

o provide working capital.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on this Resolution by:

• any of the Recipients; and

• any associate of a Recipient.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

4. Resolution Four ‐ Remuneration Report

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

“That, the Remuneration Report for the year ended 30 June 2009 (as set out in the Directors’ Report) is adopted.”

The vote on this Resolution Four 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.

Specific comments relating to the Resolutions are set out in the Explanatory Memorandum.

By order of the Board

A Carius, Joint Company Secretary

26 October 2009

FSA Group Limited Notice of AGM – 26 November 2009

Page 2 of 8

==> picture [59 x 67] intentionally omitted <==

Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to shareholders of FSA Group Limited ABN 98 093 855 791 ( Company ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 4, 70 Phillip Street, Sydney NSW 2000 on 26 November 2009 commencing at 1.00pm (EDST/Sydney time).

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

2. Consider the Company’s 2009 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 2009 Annual Report is placed before the shareholders for discussion. No voting is required for this item.

3. Resolution One – Re‐Election of Mr Hugh Parsons as a Director

Mr Hugh Parsons retires in accordance with the Company’s Constitution and, being eligible, offers himself for re‐ election as a Non‐Executive Director.

Mr Parsons was appointed as a Director of the Company on 1 August 2006. In accordance with the Company’s Constitution, Mr Parsons retires from the Board of Directors at the Annual General Meeting, and shareholder approval is being sought for his re‐election.

Mr Parsons commenced his career in 1969 working for Coopers & Lybrand in London and overseas. Between 1972 and 1985 he worked for Binder Hamlyn & Co (in Audit and Banking), became a Partner in 1975 and Sydney Managing Partner and National Executive between 1983 and 1985. Binder Hamlyn & Co merged with Ernst & Whinney in 1985, subsequently Ernst & Young, where he specialised in insurance and banking. Mr Parsons became the Finance Director of Schroders Australia Group between 1987 to 1992 and between 1992 to 1996 acted as a consultant to Price Waterhouse (in Process Re‐Engineering, Banking), including 10 months in Bangkok with Commercial Bank of Siam.

Between 1997 and July 2006 he was the Executive Director of the Insolvency Practitioners Association. In the same period he was a director of a major overseas corporation. Mr Parsons holds the following qualifications/memberships: FCA, SA Fin., AICM.

Mr Parsons serves on the Company’s Audit Committee (as Chairman).

The Directors (with Mr Parsons abstaining) recommend that you vote in favour of this Ordinary Resolution.

4. Resolution Two – Re‐Election of Mr Stan Kalinko as a Director

Mr Stan Kalinko retires in accordance with the Company’s Constitution and, being eligible, offers himself for re‐ election as a Non‐Executive Director.

Mr Kalinko was appointed as a Director of the Company 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 re‐election.

FSA Group Limited Notice of AGM – 26 November 2009

Page 3 of 8

==> picture [59 x 67] intentionally omitted <==

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 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 a Bachelor of Commerce Degree, Bachelor of Laws Degree and a Higher Diploma in Tax Degrees. He is also an accredited mediator.

Mr Kalinko serves on the Company’s Audit Committee.

He is a non‐executive Director of Hydro Tasmania & Indigenous Community Volunteers Limited.

The Directors (with Mr Kalinko abstaining) recommend that you vote in favour of this Ordinary Resolution.

5. Resolution Three – Ratification of Previous Issue of Shares

Resolution 3 seeks the ratification of shareholders for the previous issue of 11,351,340 fully paid ordinary shares ( Placement Shares ) to the Recipients listed in Annexure A ( the Recipients ). Of the 11,351,340 Placement Shares issued, 540,540 ordinary shares have been issued to Chifley Investor Group Pty Limited ( Chifley ) in consideration for providing services as Broker for the Placement, equal to 5% of the amount raised under the Placement.

Listing Rule 7.4

In accordance with ASX Listing Rule 7.4, shareholder approval is sought to ratify the issue of the Placement Shares, being an issue of securities made by the Company during the previous 12 months for which shareholder approval has not already been obtained.

ASX Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities equivalent in number to more than 15% of its issued capital in any 12 month period without the prior approval of its shareholders. Equity securities issued with shareholder approval under ASX Listing Rule 7.1 do not count towards the 15% limit.

ASX Listing Rule 7.4 provides that an issue of equity securities made without prior approval under ASX Listing Rule 7.1 can be treated as having been made with that approval if shareholders subsequently approve it. If this resolution is approved this would have the effect of enlivening the Company’s capacity to issue up to a further 15% of its capital during the next 12 months without the need to obtain further shareholder approval.

For the purposes of ASX Listing Rule 7.5, the Company advises as follows:

(a) Number of Shares

The number of Placement Shares issued to the Recipients was 11,351,340 fully paid ordinary shares.

(b) Price at which the Placement Shares were issued

The Placement Shares were issued for an issue price or deemed issue price of $0.37 each.

FSA Group Limited Notice of AGM – 26 November 2009

Page 4 of 8

==> picture [59 x 67] intentionally omitted <==

(c) Date of Issue

The Placement Shares were issued to the Recipients on 7 October 2009.

(d) Terms of Issue

The Company issued 11,351,340 fully paid ordinary shares in the Company to the Recipients on 7 October 2009. A total of 10,810,800 shares were issued to raise $4,000,000 for the Company and a further 540,540 shares were issued to Chifley in consideration for providing Brokerage services for the Placement, equal to five (5) percent of the amount raised under the Issue.

(e) Recipients of Issue

The names of the allottees and their respective allotment under the Issue are set out in Annexure A of this Explanatory Memorandum.

(f) Ranking

The Placement Shares issued to the Recipients rank pari passu with the existing Shares of the Company.

(g) Use of Funds

The funds raised by the issue of the Placement Shares will be used by the Company to grow its home lending division, provide working capital to the Company and pay the costs of the Placement.

6. Resolution Four ‐ Remuneration Report

The Board has submitted its Remuneration Report (included in the 2009 Annual 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 2009 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. A vote on this resolution is advisory only and does not bind the Directors of the Company.

7. Interpretation

ASX means the Australian Securities Exchange.

Board means the board of directors of the Company.

Company means FSA Group Limited ACN 093 855 791.

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 (Commonwealth).

FSA Group Limited Notice of AGM – 26 November 2009

Page 5 of 8

==> picture [59 x 67] intentionally omitted <==

Directors means the board of directors of the Company from time to time.

Explanatory Memorandum means this explanatory memorandum accompanying this Notice.

Listing Rules means the listing rules of the ASX.

Meeting means the General Meeting of the Company to be held on 26 November 2009.

Notice of Meeting or Notice means the notice of meeting giving notice to the shareholders of the Annual General Meeting accompanying this Explanatory Memorandum.

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of shareholders.

Resolution means a resolution to be proposed at the Meeting.

Shares means ordinary fully paid shares in the issued capital of the Company.

Shareholder means a shareholder of the Company.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Anthony Carius (Joint Company Secretary):

FSA Group Limited

Street address: Level 3, 70 Philip Street, Sydney NSW 2000 Postal address: Locked Bag 29, Australia Square NSW 1215 Ph : (02) 8198‐5036 Fax : (02) 8985 5356

FSA Group Limited Notice of AGM – 26 November 2009

Page 6 of 8

==> picture [59 x 67] intentionally omitted <==

Annexure A

Investor Name	No. Shares
ANZ Nominees Limited	1,654,000
ABC Dexia Investor Services Australia Nominees Pty Limited	1,000,000
UBS Nominees	1,520,000
UBS Nominees	380,000
ANZ Nominees Limited	675,000
UBS Nominees Pty Ltd	670,000
Chifley Investor Group Pty Ltd	100,000
James Carnegie Trust>	400,000
Wavet Fund No2 Pty Ltd	850,000
PPK Investment Holdings Pty Ltd	450,000
Adam Stratton	300,000
Queensland MM Pty Ltd	270,000
Bridge‐Shep Nominee Pty Ltd	411,800
Bridge‐Shep Nominee Pty Ltd Super Fund>	400,000
Towra Nominees Pty Ltd	86,500
Peninsula Alternative Investments Pty Ltd	135,000
Towra Nominees Pty Ltd	183,500
Ruminator Pty Ltd	675,000
Atkone Pty Ltd	650,000
Chifley Investor Group Pty Limited(*)	540,540
Total	11,351,340

*Note: Shares issued in consideration for providing services as Broker for the Placement, equal to 5% of the amount raised under the Placement.

FSA Group Limited Notice of AGM – 26 November 2009

Page 7 of 8

==> picture [59 x 67] intentionally omitted <==

Proxy, Representative and Voting Entitlement Instructions

Proxies and Representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. 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. The proxy may, but need not, be a shareholder of the Company.

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.

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 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.

FSA Group Limited

Street address: Level 3, 70 Philip Street, Sydney NSW 2000 Postal address: Locked Bag 29, Australia Square NSW 1215 Ph : (02) 8198‐5036 Fax : (02) 8985 5356

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. A form of the certificate may be obtained from the Company.

A proxy form is attached to this Notice.

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 EST on 24 November 2009. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy 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.

FSA Group Limited Notice of AGM – 26 November 2009

Page 8 of 8

Proxy Form

==> picture [60 x 67] intentionally omitted <==

APPOINTMENT OF PROXY

I/We being shareholder(s) of FSA Group Limited (Company) hereby appoint:

the Chairman of the Meeting OR (mark with an “X”)

Write here the name of the person you are 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 4, 70 Phillip Street, Sydney NSW 2000 on 26 November 2009 at 1.00pm (EDST/Sydney time) and at any adjournment of that meeting.

If the Chairman is appointed as your proxy, or may be appointed by default, 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 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.

If two 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).

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).

I/we direct my/our proxy to vote as indicated below:

Resolution For Against Abstain 1. Re‐election of Hugh Parsons as a Director 2. Re‐election of Stan Kalinko as a Director 3. Ratification of Previous Issue of Shares 4. Remuneration Report 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