FSA GROUP LIMITED — AGM Information 2010

Oct 14, 2010

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: 18 November 2010

Time of Meeting: 2.00pm (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 18 November 2010 at 2.00pm (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, Statements of Comprehensive Income, Statements of Financial Position, Statements of Changes in Equity, Statements of Cash Flows and notes to and forming part of the financial statements for the Company and its controlled entities for the financial year ended 30 June 2010.

1. Resolution One – Re‐election of Sam Doumany as a Director

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

“That Mr Sam Doumany, 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 Deborah Southon as a Director

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

“That Ms 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.”

3. Resolution Three ‐ Remuneration Report

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

“That, the Remuneration Report for the year ended 30 June 2010 (as set out in the Directors’ Report) is adopted.”

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

SPECIAL BUSINESS

4. Resolution Four ‐ Non‐Executive Directors’ remuneration

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

“That in accordance with Listing Rule 10.17 of the Official Listing Rules of the ASX Limited ( ASX ) and Rule 40 of the Company’s Constitution, the total aggregate annual remuneration payable to non‐executive Directors of the Company be increased by $250,000, from $250,000 to a maximum of $500,000.”

FSA Group Limited Notice of AGM – 18 November 2010

Page 1 of 6

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

VOTING EXCLUSION STATEMENT

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

• A Director; and

• An associate of a Director.

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.

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

15 October 2010

FSA Group Limited Notice of AGM – 18 November 2010

Page 2 of 6

Explanatory Memorandum

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

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 18 November 2010 commencing at 2.00pm (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.

Terms used in this Explanatory Memorandum are defined in Section 7.

2. Consider the Company’s 2010 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 2010 Annual Report is placed before the shareholders for discussion. No voting is required for this item.

3. Resolution One – Re‐Election of Mr Sam Doumany as a Director

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

Mr Doumany was appointed as a Non‐Executive Director on 18 December 2002 and was appointed Chairman on 30 June 2003.

Mr Doumany commenced his career in economic research, agribusiness and marketing before embarking on a distinguished political career as a member of parliament in Queensland in 1974. Between 1974 and 1983 Mr Doumany served on several parliamentary committees, the Liberal Party’s State and Federal Rural Policy Committees and the Queensland Liberal Party State Executive. Elevated to the Cabinet in 1978, Mr Doumany served firstly as Minister for Welfare and Corrective Services before serving as Minister for Justice, Queensland Attorney‐General and the Deputy Leader of the Liberal Parliamentary Party until late 1983.

Throughout his parliamentary and ministerial career Mr Doumany worked closely, at a senior level, with a wide range of key professional, industry and community organisations. Since 1983 Mr Doumany has operated a consultancy practice providing services in government relations, corporate strategy and market development. Mr Doumany was also retained by Ernst & Young in an executive consultancy role between 1991 and 2002. Significant assignments for Ernst & Young include the Coutts and Bartlett Receiverships as well as major submissions to the Federal Government. He has also held numerous executive and non‐ executive board positions, many as Chairman, for private and public companies, industry authorities/associations and review committees.

Mr Doumany holds a Bachelor of Science (Agriculture) from the University of Sydney and is a member of the Australian Institute of Company Directors. Mr Doumany is a member of the Company’s Audit and Risk Management Committee.

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

FSA Group Limited Notice of AGM – 18 November 2010

Page 3 of 6

4. Resolution Two – Re‐Election of Ms Deborah Southon as a Director

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

Ms Deborah Southon retires in accordance with the Company’s Constitution and, being eligible, offers herself for re‐election as a 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.

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

5. Resolution Three ‐ Remuneration Report

The Board has submitted its Remuneration Report (included in the 2010 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 2010 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.

6. Resolution Four ‐ Non‐Executive Directors’ remuneration

In order for the total aggregate annual remuneration payable to Non‐Executive Directors of the Company to be increased, Listing Rule 10.17 of the ASX Listing Rules and Rule 40 of the Company’s Constitution must be complied with. The ASX Listing Rules and the Constitution provide that the Company must not increase the amount of remuneration payable to Non‐Executive Directors of the Company unless shareholders approve such an increase.

Additionally, Listing Rule 10.17.2 of the ASX Listing Rules provides that if Non‐Executive Directors are paid, they must be paid a fixed sum. All Non‐Executive Directors will be paid a fixed sum as determined at the sole discretion of the Board.

FSA Group Limited Notice of AGM – 18 November 2010

Page 4 of 6

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

The Board considers that this increase in the total aggregate annual remuneration payable to Non‐ Executive Directors is necessary to provide for increases to the remuneration payable to the current Non‐ Executive Directors and any additional Non‐Executive Directors who might join the Board. Further details on the remuneration paid to Non‐Executive Directors are set forth in the Remuneration Report contained in the Directors’ Report section of the Annual Report.

Pursuant to this Resolution Four, shareholder approval is sought to increase the total aggregate annual remuneration payable to Non‐Executive Directors of the Company from $250,000 to a maximum aggregate amongst all Non‐Executive Directors of $500,000 (to be divided between Non‐Executive Directors as the board determines).

It is important to note that whilst the Company is seeking approval to increase the maximum amount that may potentially be payable to Non‐Executive Directors, the board anticipates that the maximum payment limit will not be met in the short term.

The Executive Directors recommend that you vote in favour of this Ordinary Resolution.

The Company believes that all relevant information concerning Resolution 4 required in respect of Listing Rule 10.17 is included in the text, and accompanying notes, of this resolution in the Notice of Meeting.

7. Interpretation

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited ACN 008 624 691.

Board means the board of directors of the Company.

Company means FSA Group Ltd ABN 98 093 855 791.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Listing Rules means the listing rules of the ASX.

Meeting means the General Meeting of the Company to be held on 18 November 2010.

Notice means this notice of meeting.

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.

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 – 18 November 2010

Page 5 of 6

Proxy, Representative and Voting Entitlement Instructions

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

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 EDST/Sydney time on 16 November 2010. 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 – 18 November 2010

Page 6 of 6

Proxy Form

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

APPOINTMENT OF PROXY

==> picture [521 x 108] intentionally omitted <==

I/We being shareholder(s) of FSA Group Limited (Company) 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 4, 70 Phillip Street, Sydney NSW 2000 on 18 November 2010 at 2.00pm (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	Resolution For	Against Abstain
1. Re‐election of Sam Doumany as a Director 2. Re‐election of Deborah Southon as a Director 3. Remuneration Report 4. Non‐Executive Directors’ remuneration
Individual or Securityholder 1 Sole Director and Sole Company Secretary (if appointed)	Securityholder 2 Director
		Director/Company Secretary

Contact Daytime Telephone

Contact Name

Date