FSA GROUP LIMITED — AGM Information 2012

Sep 25, 2012

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FSA GROUP LIMITED

ABN 98 093 855 791

NOTICE OF ANNUAL GENERAL MEETING

Time: 2.00pm (Sydney time) Date: Monday 29 October 2012 Place: Level 4, 70 Phillip Street, Sydney NSW 2000

FSA GROUP LIMITED

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	11
Proxy Form	Attached

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

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 Monday 29 October 2012 at 2.00pm (Sydney time).

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined that pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm on Friday 26 October 2012.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• Each member has the right to appoint a proxy;

• The proxy need not be a member of the Company; and

• A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

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FSA GROUP LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Proxy vote if appointment specifies way to vote

Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• The proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• If the proxy has two or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• If the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (ie as directed); and

• If the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-Chair proxy in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; and

• the appointed proxy is not the Chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting

• the proxy does not vote on the resolution

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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FSA GROUP LIMITED

NOTICE OF ANNUAL GENERAL MEETING

BUSINESS OF THE MEETING

Agenda

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report, and the Auditors’ Report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non binding resolution:

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 30 June 2012.”

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) A Closely Related Party of such a member

However, a person (the voter) described above may cast a vote on this Resolution as a proxy, if the vote is not cast on behalf of a person described above and either:

• (a) The voter is appointed as a proxy; and

• (b) the vote is not cast on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and

• (c) either:

• the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• the voter is the Chair and the appointment of the Chair as proxy; (i) does not specify the way the proxy is to vote on this Resolution; and

  • (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

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2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DEBORAH SOUTHON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:

“That, for the purposes of Article 39.1 of the Company’s Constitution and for all other purposes, Ms Deborah Southon, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 - RE-ELECTION OF DIRECTOR – SAM DOUMANY

To consider and, if thought fit, pass, with or without amendment, the following resolution as an Ordinary Resolution:

“That, for the purposes of Article 39.1 of the Company’s Constitution and for all other purposes, Mr Sam Doumany, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – APPROVAL OF ON-MARKET SHARE BUY-BACK

"That, for the purposes of section 257C of the Corporations Act and for all other purposes, the shareholders of the Company authorise and approve the on-market buy-back by the Company of up to 12,000,000 fully paid ordinary shares in the Company during the 12 month period commencing from the date of this Meeting, on the terms detailed in the Explanatory Statement."

5. 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 Statement.

By order of the Board

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Don Mackenzie Company Secretary 21 September 2012

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENT AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and Auditor’s Report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.fsagroup.com.au.

No voting is required for this item.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed Company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and Senior Executive of the Company who comprise the Key Management Personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial year ending 30 June 2012.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

2.2 Voting consequences

Under the changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company (Spill Resolution) at the second annual general meeting.

If more than 50% of shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (spill meeting) within 90 days of the second annual general meeting. All of the Directors of the Company who were in office when the Directors Report (as included in the Company’s annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the Executive Directors of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors of the Company is approved will be the Directors of the Company.

At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.3 Proxy Restrictions

Members of the Key Management Personnel and their proxies and Closely Related Parties are restricted from voting on a resolution (Voting Restriction) put to Shareholders that the remuneration report of the Company be adopted.

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Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

The Voting Restriction does not apply where:

• (a) the chairperson or any other member of the Key Management Personnel is appointed in writing (by a shareholder who is not a member of the Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy (Management Proxy) with specific instructions on how to vote on a resolution to adopt the remuneration report of the Company; or

• (b) the chairperson is appointed in writing (by a shareholder who is not Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with no specific instructions on how to vote on a nonbinding shareholder vote on remuneration, where the shareholder provides express authorisation for the chairperson to do so.

Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the Chairperson and counted in favour of the resolutions the subject of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act.

2.4 Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Closely related party of a member of the Key Management Personnel means:

• (a) A spouse or child of the member;

• (b) A child of the member’s spouse;

• (c) A dependant of the member or the member’s spouse;

• (d) Anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) A company the member controls; or

• (f) A person prescribed by the Corporation Regulations 2001 (Cth).

Remuneration Report means the Remuneration Report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2012.

3 RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MS DEBORAH SOUTHON

The Company’s Constitution requires that at the Company’s annual general meeting in every year, one third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest one third (rounded upwards in the case of doubt) shall retire from office, provided always that no Director (except a Managing Director/Executive Director) shall hold office for a period in excess of three years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for reelection.

A Director who retires by rotation under the Constitution is eligible for re-election.

Accordingly, 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.

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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).

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

4 RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR SAM DOUMANY

Mr Sam Doumany also retires in accordance with the Company’s Constitution and, being eligible, offers himself for reelection 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.

5 RESOLUTION 4 – APPROVAL OF ON-MARKET SHARE BUY-BACK

Introduction

The Board proposes a buy-back of up to 12,000,000 fully paid ordinary shares in the Company on issue as at the date of the Meeting (Proposed Buy-Back).

Because of the number of shares to be acquired under the Proposed Buy-Back (when considered together with the Existing Buy-Back detailed below) will exceed the 10/12 Limit specified under section 257B(4) of the Corporations Act, the Company requires the approval of shareholders under section 257B of the Corporations Act to conduct the Proposed Buy-Back.

Reasons for the Proposed Buy-Back

The Directors propose to carry out the Proposed Buy-Back to maintain ongoing capital management practices and believe that, at the current market value, the Proposed Buy-Back represents a valuable opportunity to increase the earnings per share for the remaining shares on an ongoing basis. Funds for the Proposed Buy-Back will be sourced from surplus cash of the Company held in the Company’s bank account. As at 30 June 2012, the Company held $6.5 million in cash.

The Directors do not believe that the Proposed Buy-Back will materially prejudice the ability of the Company to pay its creditors and will only decide to acquire shares under the Proposed Buy-Back if it considers it to be in the best interests of the Company to do so.

The potential advantages of the Proposed Buy-Back include the following:

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• (a) The Proposed Buy-Back is an appropriate use of the surplus cash of the Company in the absence of any investment or acquisition opportunities;

• (b) By reducing the number of shares on issue, the Company expects that the Proposed Buy-Back will result in an improvement in earnings per share and return on equity for the remaining shareholders;

• (c) Implementation of an on-market buy-back is relatively simple;

• (d) The Company has flexibility on when it can undertake buy-backs on-market and the volumes that it wishes to acquire (subject to the maximum number of shares for which approval is obtained under this Resolution 4); and

• (e) Participation in the Proposed Buy-Back is voluntary.

The potential disadvantages of the Proposed Buy-Back include the following:

• (a) By reducing the number of shares on issue, trading volumes and liquidity of the Company’s shares may be reduced;

• (b) The implementation of the Proposed Buy-back will reduce available cash levels of the Company for potential acquisition opportunities or other corporate activities, although no such opportunities have been identified prior to this Notice and, if identified after this Notice, the Board can elect to cease acquisitions under the Proposed Buy-back; and

• (c) The Proposed Buy-Back is on a selective rather than an equal access basis.

The Directors are of the view that the potential advantages of the Proposed Buy-Back outweigh the potential disadvantages; however, shareholders should consider their own views on these matters.

Existing Buy-Back Program

The Proposed Buy-Back is a continuation of the existing on-market buy-back of shares which the Company has been undertaking since 16 November 2011 following its announcement to ASX on 31 October 2011 (Existing Buy-Back). Under that announcement, the Company announced an intention to acquire up to 10 per cent of the fully paid ordinary shares on issue, which represented the acquisition of up to 13,825,378 shares. Because the number of shares intended to be acquired under the Existing Buy-Back did not exceed the 10% limit under section 257A of the Corporations Act, shareholder approval was not required for the Existing Buy-Back.

The details relating to the conduct of the Existing Buy-Back are, as at the date of this Notice, as follows:

• (a) the number of shares acquired by the Company under the Existing Buy-Back is 13,304,141;

• (b) the total consideration paid under the Existing Buy-Back is $4,597,694;

• (c) the average price paid for shares under the Existing Buy-Back is $0.346, with the lowest price paid for shares under the Existing Buy-Back is $0.275 and the highest price is $0.395;

• (d) a further 521,237 shares (Balance Shares) are able to be acquired by the Company on-market under the Existing Buy-Back prior to the Meeting (or up to 15 November 2012 if this Resolution 4 is not approved).

Details of Proposed Buy-Back

Under the Proposed Buy-Back, the Company can acquire up to a maximum number of 12,000,000 of the fully paid ordinary shares in the Company.

Number of shares – proportion of issued capital

As at the date of this Notice, the number of ordinary shares of the Company on issue is 124,949,644, therefore the maximum number of shares able to be acquired under the Proposed Buy-Back represents a maximum of 9.60% of the current issued capital of the Company.

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If the Company acquires all of the Balance Shares share under the Existing Buy-Back prior to the Meeting, so that the number of ordinary shares on issue in the Company as at the date of the Meeting is reduced to 124,428,407, then the maximum number of shares able to be acquired under the Proposed Buy-Back will represent a maximum of 9.64% of the current issued capital of the Company.

The actual number of shares which the Company decides to buy-back under the Proposed Buy-Back will be as determined by the Board from time to time. The Company is not obligated to acquire shares on the ASX under the Proposed Buy-Back and reserves the right not to acquire any shares under the Proposed Buy-Back. But the Board cannot, under the Proposed Buy-Back, acquire more than the 12,000,000 shares approved to be acquired under this Resolution 4.

All shares acquired by the Company under the Proposed Buy-Back will be cancelled by the Company.

Price

Shares acquired under the Proposed Buy-Back will be acquired by the Company on-market at prevailing market prices. As at the date of this Notice, the share price is $0.370. Over the 12 months prior to this Notice, the highest share price has been $0.395 on 18 September 2012 and the lowest share price has been $0.240 on 23 September 2011. The Board does not intend to set a maximum price at which shares will be acquired under the Proposed Buy-Back.

The Listing Rules prevent the Company from buying shares under the Proposed Buy-Back at a price which is more than 5 per cent above the average market price for the Company's shares as calculated over the last 5 days on which sales of shares were recorded before a particular buy-back occurs.

Timing

The approval to the conduct for the Proposed Buy-back is only for the 12 months from the date of the Meeting.

Other terms and conditions

As the purchase of shares under the Proposed Buy-Back will be on-market on the ASX, there will be no other terms and conditions attaching to the acquisition of shares under the Proposed Buy-Back, although the usual rules for settlement of transactions which occur on the ASX will apply.

Who can participate?

If shareholders approve this Resolution 4, they are not obliged to participate in the Proposed Buy-Back. The Company will buy shares from shareholders of the Company on the ASX in the ordinary course of trading and at the prevailing market price and shareholders can determine with reference to their own individual circumstances (and after taking independent advice, if appropriate) whether or not they wish to sell their shares on the ASX and at what price they wish to sell their shares.

Any shareholder who sells their shares on the ASX at the same time that the Company is buying shares on the ASX under the Proposed Buy-Back (in the ordinary course of trading on the ASX) may be participating in the Proposed BuyBack.

Section 257A (Corporations Act)

Under section 257A of the Corporations Act, a Company can buy-back its own shares if certain requirements are met.

Under section 257B(1), the Company can acquire up to 10 per cent of its capital in any 12 month period (10/12 Limit) without obtaining shareholder approval. This was the basis for the conduct of the Existing Buy-Back.

However, under section 257B(5) the calculation of the 10/12 Limit requires all shares acquired during the previous 12 month period to be included in that calculation. Accordingly, whilst the maximum number of shares that the Company proposes to acquire over the 12 months following this Meeting will represent no more than 9.64% of the issued shares of the Company as at the date of the Meeting, all shares acquired under the Existing Buy-Back during the period of just under 12 months prior to the Meeting will be applied to this calculation, meaning that the 10/12 Limit be exceeded immediately by the acquisition of any shares under the Proposed Buy-Back.

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If a buy-back will exceed the 10/12 Limit then section 257C requires the approval of the buy-back by ordinary resolution of the shareholders before the buy-back can be undertaken. As the 10/12 Limit will be exceeded by the Proposed Buy-Back, the Company is seeking the approval of the shareholders of the Company to undertake the Proposed Buy-Back.

Shares which are acquired by the Company under the Proposed Buy-Back must be cancelled in accordance with section 257H and cannot be otherwise disposed of by the Company.

Listing Rules

On-market buy-backs are regulated by the Listing Rules 7.29 and 7.33 of the ASX Limited.

The Listing Rules allow a company to stand in the market on each trading day and, at its discretion, conduct an onmarket buy-back of its shares at a price that is not more than 5 per cent above the average market price for the Company's shares as calculated over the last 5 days on which sales of shares were recorded before the buy-back occurs.

On each occasion that the Company acquires shares under the Proposed Buy-Back, the Company must then lodge a notice with ASX before the commencement of trade on the following trading day detailing the number of shares bought back and the buy-back price.

Impact upon the Company

As the actual number of shares which will be bought back under the Proposed Buy-Back and the price at which those shares will be bought back are unknown as at the date of this Notice, it is not possible to fully quantify the effect of the Proposed Buy-Back on the Company's balance sheet, financial ratios or general outlook and these matters will be assessed by the Board on an on-going basis. However, the Board notifies shareholders of the following:

• (a) if the maximum number of 12,000,000 shares are acquired under the Proposed Buy-Back, the issued share capital of the Company will be reduced to between 112,949,644 (based upon the number of shares on issue as at the date of this Notice) and 112,428,407 (if the Company also acquires all of the Balance Shares between the date of this Notice and the date of the Meeting);

• (b) Shareholders, including directors who hold an interest in the Company, who do not participate in the Proposed Buy-Back will see their percentage interest in the Company increase as shares acquired by the Company under the Buy-Back proposal are cancelled;

• (c) Directors who hold an interest in the Company will not be restricted from participating in the Proposed Buy-Back. Participation by all shareholders in the Proposed Buy-Back will be voluntary and at each shareholders discretion;

• (d) the Proposed Buy-Back will be undertaken from surplus cash held in the bank accounts of the Company. The Board reserves the right to suspend the Proposed Buy-Back at any time;

• (e) the 30 day VWAP for shares sold on the ASX prior to the date of this Notice was $0.375. If the Company undertakes the Proposed Buy-Back at an average price of $0.375, then the total consideration payable under the Proposed Buy-Back will be $4,504,132 ;

• (f) the Directors believe that a successful implementation of the Proposed Buy-Back will not have any impact upon the Company’s business, investments or employees;

• (g) the Directors are confident that, after a successful implementation of the Proposed Buy-Back, the Company will have sufficient cash reserves to meet the Company’s financial needs and obligations for the future;

• (h) the Directors believe that the buying back of shares will result in an improvement in earnings per share and return on equity for the remaining shareholders; and

• (i) the Board will not buy shares under the Proposed Buy-Back if they believe that this will materially prejudice the ability of the Company to pay its creditors.

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Other material information

The Directors are not aware of any other information about the Company which is material to the decision to be made by the shareholders on how to vote on this Resolution 4 which has not been set out in this Notice or has otherwise been made available publicly by the Company.

The Company is a “disclosing entity” for the purposes of the Corporations Act and is subject to periodic reporting and continuous disclosure obligations. Publicly available information can be obtained from the ASX website (www.asx.com.au) or from the Company’s website (www.fsagroup.com.au).

Recommendation

The Directors unanimously recommend that you vote in favour of this Resolution 4.

GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited

Board means the board of Directors of the Company.

Company means FSA Group Ltd ABN 98 093 855 791.

Constitution means the Company’s Constitution

Corporations Act means the Corporations Act 2001 (Commonwealth).

Explanatory Statement means the Explanatory Statement contained in this Notice.

Listing Rules means the listing rules of the ASX.

Meeting means the General Meeting of the Company to be held on 29 October 2012.

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 Statement should be directed to Don Mackenzie (Company Secretary):

FSA Group Limited

Postal address: Locked Bag 29, Australia Square NSW 1215 Ph: (02) 8985 5114 Fax: (02) 8985 5356 Email: dmackenzie@fsagroup.com.au

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LODGE YOUR VOTE



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FSA Group Limited

ABN 98 093 855 791

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

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
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All enquiries to: Telephone: 1300 554 474 Overseas: +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 proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named.

If no person/body corporate is named, the Chairman of the Meeting, is appointed 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 2pm on Monday, 29 October 2012, at Level 4, 70 Phillip Street, Sydney NSW 2000 and at any adjournment or postponement of the meeting.

If the Chairman of the Meeting is (or becomes) my/our proxy, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy on Resolution 1 (unless you have directed otherwise below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

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 Adoption of Remuneration Report Re-election of Director – Sam Doumany Resolution 2 Resolution 4 Re-election of Director – Deborah Approval of on-market share buy-back Southon

 * 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.

STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) 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 PRX201R

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 appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

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. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

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 2pm on Saturday, 27 October 2012, 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, 1A Homebush Bay Drive, Rhodes NSW 2138 or 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.