FSA GROUP LIMITED — AGM Information 2011

Sep 29, 2011

Notice of Annual General Meeting and Explanatory Memorandum

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FSA Group Limited ABN 98 093 855 791

Date of Meeting: 31 October 2011

Time of Meeting: 2.00pm (EDST/Sydney time)

Place of Meeting: Level 4, 70 Phillip Street, Sydney NSW 2000

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Notice of Annual General Meeting and Explanatory Memorandum

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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 31 October 2011 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 2011.

1. Remuneration Report

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

“That, the Remuneration Report for the year ended 30 June 2011 (as set out in the Directors’ Report) is adopted.”

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

2. Resolution – Re‐election of Tim Maher as a Director

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

“That Mr Tim Odillo Maher, 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 – 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.”

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Notice of Annual General Meeting and Explanatory Memorandum

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4. Resolution – Re‐election of Sally Herman as a Director

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

“That Ms Sally Herman, who retires in accordance with Article 37.1 of the Company’s Constitution and, being eligible, offers herself for re election, be re‐elected as a Director.”

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

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Don Mackenzie Company Secretary 23 September 2011

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Notice of Annual General Meeting and Explanatory Memorandum

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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 31 October 2011 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 6.

2. Consider the Company’s 2011 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 2011 Annual Report is placed before the shareholders for discussion. No voting is required for this item.

The Board has submitted its Remuneration Report (included in the 2011 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 2011 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.

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Notice of Annual General Meeting and Explanatory Memorandum

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3. Resolution ‐ Re‐Election of Mr Tim Odillo Maher as a Director

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

Mr Odillo Maher was appointed on 30 July 2002. Mr Odillo Maher’s background has been in banking and finance, before concentrating on insolvency and corporate finance assignments. He has worked at ANZ Banking Corporation and Star Dean Wilcocks Chartered Accountants. Mr Odillo Maher holds a Bachelor of Business Degree (majoring in Accounting and Finance) from Australian Catholic University and is a Certified Practising Accountant. His work experience has included special reviews of companies experiencing financial difficulties, the rationalisation and re‐organisation of businesses, and the implementation of turnaround and exit strategies for businesses, including support plans and asset disposal programmes.

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

4. Resolution ‐ 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 Director.

Mr Kalinko was appointed on 9 May 2007.

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 1 year 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 Group, Mr Kalinko was a partner at Deacons, (now Norton Rose) 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, 10 years as the business unit leader of their Banking and Finance Practice Group and three years as Chairman of the Sydney office.

Mr Kalinko retired from Deacons on 30 June 2007.

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

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Notice of Annual General Meeting and Explanatory Memorandum

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

5. Resolution – Re‐Election of Ms Sally Herman as a Director

Ms Sally Herman retires in accordance with the Company’s Constitution and, being eligible, offers herself for re‐election as a Director. Ms Herman was appointed in accordance with Article 37.1 to fill a casual vacancy, and is eligible to stand for re‐election.

Ms Herman has more than 25 years’ executive experience in financial services in both Australia and in the United States, including 16 years with the Westpac Group running major business units in almost every operating division of the Group. She also has broad board experience in the corporate and Not For Profit Sector, currently sitting on several other boards including Urbis Pty Ltd, Endeavour Foundation and the State Library of NSW Foundation.

Prior to Westpac, Ms Herman held a senior role at Macquarie Bank and has worked for Australian and international financial services firms during her career. Ms Herman retired as an executive of Westpac in September 2010.

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

6. 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 31 October 2011.

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.

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Notice of Annual General Meeting

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and Explanatory Memorandum

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Don Mackenzie (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) 8985 5113 Fax : (02) 8985 5356

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LODGE YOUR VOTE

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FSA Group Limited

ABN 98 093 855 791

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
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www.linkmarketservices.com.au

ONLINE

By mail:  FSA Group 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 2 8280 7454

SHAREHOLDER VOTING FORM

I/We being a member(s) of FSA Group 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 shareholder) 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 (EDST / Sydney Time) on Monday, 31 October 2011, at Level 4, 70 Phillip Street, Sydney NSW 2000 and at any adjournment or postponement of the meeting. The Chairman of the Meeting intends to vote all available proxies in favour of all resolutions.

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

VOTING DIRECTIONS

For Against Abstain * For Against Abstain * Resolution 1 Resolution 3 Remuneration Report Re-election of Stan Kalinko as a Director Resolution 2 Resolution 4 Re-election of Tim Maher as a Director Re-election of Sally Herman as a Director

 * 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 Resolution 1 – 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 Resolution 1 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 Resolution 1, the Chairman of the Meeting will not cast your votes on Resolution 1 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 Resolution 1).

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1.

I/we direct the Chairman of the Meeting to vote in accordance with his voting intentions on Resolution 1 (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 Resolution 1 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

Shareholder 1 (Individual)

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary

Director/Company Secretary (Delete one)

Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’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).

FSA PRX102

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares 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 shareholder 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 shares 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 shares 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 share 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 shares 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 shareholder 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 share 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 (EDST / Sydney Time) on Saturday, 29 October 2011, 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, shareholders 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:

FSA Group 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, 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.