FSA GROUP LIMITED — Capital/Financing Update 2009

Oct 7, 2009

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY

8 October 2009

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Highlights:

• Offer to existing FSA shareholders to participate in a Share Purchase Plan ( Plan ).

• The Plan will raise a maximum of $1,000,000.

• Subscriptions for shares are to be allocated on a “first come, first served basis”.

• Shareholders can, at their election, take up:

o 5,406 shares for $2,000;

o 13,514 shares for $5,000;

o 27,028 shares for $10,000; or

o 40,541 shares for $15,000,

of new shares under the Plan, at 37 cents per share.

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

o grow its home lending division;

o provide working capital; and

o meet the costs of the Plan.

The Board of Directors of FSA Group Limited ACN 093 855 791 ( FSA ) would like to invite you to participate in FSA’s Share Purchase Plan ( Plan ).

Summary of the Plan

The Plan provides shareholders on the Company’s register at the Record Date with an opportunity to subscribe for $2,000, $5,000, $10,000 or $15,000 in new shares at 37 cents per share in FSA at an attractive discount to the market price in the period prior to the date of this Plan. The Board has structured the Plan to encourage our loyal, smaller shareholders to apply and increase their participation in FSA.

“The exiting from the industry of non‐bank and non‐conforming lenders has opened up an opportunity for us to expand our home loan lending division. Our focus over the coming year will be to secure additional funding for the home loan lending division, expand our product range and grow business volumes. The proceeds from the Plan will strengthen our balance sheet and are proposed to be applied to growing our home lending division, provide working capital and meeting the costs of the Plan,” said Executive Director Tim Odillo Maher.

It is only shareholders of FSA with a registered address in Australia or New Zealand (as set out in the FSA shareholder register on the Record Date) who are registered as at 7pm (AEDST) on 6 October 2009 who are afforded the opportunity to participate in the Plan. Shareholders not registered as at this date will not receive an offer under the Plan. The rights of shareholders eligible to participate under this plan are not transferable.

The Company proposes a maximum raising of $1,000,000 under the Plan, comprising the issue of a maximum of 2,702,703 new shares. The Plan is not underwritten.

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If the maximum amount under the Plan is raised ($1,000,000), the proposed use of the funds raised is as follows:

• to provide funds for the growth of the Company’s home lending division;

• provide working capital; and

• meeting the estimated costs of the Plan ‐ $40,000.

Terms of the Plan

The terms and conditions of the Plan are outlined in the enclosed document. By making an application to purchase shares under the Plan, you will have agreed to be bound by those terms and conditions. The right to participate in this offer under the Plan is available exclusively to persons who were registered as holders of fully paid ordinary shares in FSA at 7pm (AEDST) on the record date of 6 October 2009 and whose registered address is in Australia, New Zealand or in any other jurisdiction where, in the opinion of the Directors of FSA, it is lawful and reasonably practical for FSA to offer and issue shares under this Plan.

Eligible shareholders are entitled to apply for a maximum of $15,000 of new shares, at 37 cents per new share, under the Plan.

You may apply only for shares in one of the following amounts:

• 5,406 shares for $2,000;

• 13,514 shares for $5,000;

• 27,028 shares for $10,000; or

• 40,541 shares for $15,000.

The Subscription Price will be $0.37 (37 cents) per share. Compared with the Market Price over the last five days on which trading of FSA’s shares on the ASX were recorded prior to the announcement of the Plan (on 30 September 2009), the Subscription Price represents a discount of 9% to the weighted average Market Price and a 12% discount to the average closing Market Price over that period.

The closing Market Price of FSA’s shares over the last five days of trading prior to the announcement of the Plan are as follows:

Date	(Closing) Market Price
22 September, 2009	$0.41
24 September, 2009	$0.44
25 September, 2009	$0.40
28 September, 2009	$0.43
29 September, 2009	$0.42

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To enable you to properly consider the offer under the Plan, set out below is a brief price history of the trading price of FSA’s shares on the ASX over the period commencing 1 July, 2009 and ending on 30 September, 2009:

High	Low	Weighted Average
$0.465	$0.365	$0.419

Participation in the Plan is entirely at your discretion but the Plan is non‐renounceable which means you cannot transfer your right to purchase shares under the Plan to anyone else.

On the basis of the issue price of shares under the Plan, the Directors recommend the Plan to shareholders. All of the Directors intend, in respect of their own shareholdings, to apply for new shares under the Plan.

As detailed in the Plan, the Directors intend to accept subscriptions for shares on a “first come, first served basis” . The application period will close at 5.00pm (AEDST) on 6 November 2009. Therefore, if you wish to apply for any shares under the Plan, you should follow the instructions outlined in the attached Application Form so payment is received at our Share Registry by that date in cleared funds. Payment may be made by cheque, bank draft or BPAY[®] .

It is proposed that the following timetable apply in respect of the Plan:

Record Date of the Plan	Tue 6 October 2009
Opening Date of the Plan	Fri 9 October 2008
Closing Date of the Plan	Fri 6 November 2009
Issue and Allotment of new shares under the Plan	Thu 12 November 2009

The above timetable is indicative only. FSA reserves the right to vary any of the key dates above, including the Closing Date and the Issue Date, without further notice.

If you are a “custodian” you may be required to submit a custodian certificate in order to participate on behalf of any beneficiaries. Further details in this regard are set out in the Plan Terms and Conditions.

For further information contact:

Share Registry

Link Market Services Phone: 1300 554 474 or (02) 8280 7111 Website: www.linkmarketservices.com.au

Company Secretary Mr Duncan Cornish Phone: 1300 660 032 Email: dcornish@corpservices.com.au

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FSA GROUP LIMITED ACN 093 855 791 (FSA) TERMS & CONDITIONS OF SHARE PURCHASE PLAN

WARNING

In making this offer to Eligible Shareholders in New Zealand, the Company is relying on the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ), by virtue of which this document is not required to be registered in New Zealand.

The contents of this document have not been reviewed by any regulatory authority in any jurisdiction. Please read this document carefully before you make a decision to invest. If you are in any doubt about the contents of this document, you should obtain independent professional advice

1. DEFINITIONS

1.1 In this Plan, unless the context otherwise indicates:

“Application Form” means the application form distributed with these Terms and Conditions;

“Application Amount” means the total amount payable by an Eligible Shareholder who applies for Shares under the Plan based on the Subscription Price for the total number of Shares applied for by that Eligible Shareholder;

“AEDST” means Australian Eastern Daylight Savings Time;

• “ASX” means the Australian Securities Exchange Limited;

“Board” means the board of directors of FSA from time to time;

“Class Order” means ASIC class order CO 09/425 dated 15 June 2009 as amended or supplemented from time to time;

“Corporations Act” means the Corporations Act 2001 (Cth) as amended from time to time;

“Custodian” means a registered holder:

• (a) that holds an Australian financial services licence that:

• (i) covers the provision of a custodial or depository service (as defined in Section 766E of the Corporations Act); or

• (ii) includes a condition requiring the holder to comply with the requirements of ASIC Class Order 02/294; or

• (b) that is exempt under:

• (i) paragraph 7.6.01(1)(k) of the Corporations Regulations 2001 ; or

• (ii) ASIC Class Order 05/1270 to the extent that it relates to ASIC Class Order 03/184,

from the requirement to hold an Australian financial services licence for the provision of a custodial or depository service.

“Custodian Certificate” means the certification required to be given by a Custodian to FSA pursuant to the Terms and Conditions;

“Eligible Shareholders” means those Shareholders who satisfy the conditions set out in clause 2.1;

“FSA” means FSA Group Limited ACN 093 855 791;

“Listing Rules” means the official listing rules of the ASX (as amended from time to time);

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“Market Price” has the same meaning as defined in the Listing Rules;

“Offer” means a non‐renounceable offer of $2,000, $5,000, $10,000 or $15,000 of ordinary fully paid shares in FSA (at the Subscription Price) to Eligible Shareholders under the Plan;

“Plan” means the FSA Group Limited Share Purchase Plan approved by the Board;

“Record Date” means 6 October 2009;

“Share Registrar” means Link Market Services Limited;

“Shareholders” means those persons or entities that hold ordinary shares in the issued capital of FSA;

“Shares” means up to a maximum of 2,702,703 new ordinary shares in FSA to be issued pursuant to the Plan;

“Subscription Price” means the subscription price of the Shares being 37 cents ($0.37) per Share;

“Terms and Conditions” means the terms and conditions set out herein.

References to “$” means a reference to the respective amount in Australian dollars.

2. ELIGIBILITY TO PARTICIPATE

• 2.1 Those shareholders of FSA that will be eligible to apply for Shares under the Plan must:

• (a) be recorded in FSA’s register of shareholders at 7.00pm (AEDST) on the Record Date; and

• (b) have a registered address in Australia, New Zealand, or another jurisdiction where in the opinion of the Directors, it is lawful and reasonably practical for FSA to issue to the Shares as set out in the FSA shareholder register on the Record Date.

• 2.2 The Offer does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an Offer.

• 2.3 If you are the only registered holder of a holding of FSA shares, but you receive more than one offer under the Plan (for example, due to multiple registered holdings), you may only apply in aggregate for a maximum of $15,000 worth of Shares.

• 2.4 If you are registered with one or more persons as the joint shareholders of a holding of FSA shares, that joint holding is considered to be a single registered holding for the purpose of this Plan and the joint holders are entitled to participate in the Plan in respect of that single holding only. If the same joint holders receive more than one offer under the Plan due to multiple identical holdings, the joint holders may only apply in aggregate for a maximum of $15,000 worth of Shares.

• 2.5 Custodians should refer to section 6 of the Terms and Conditions on Custodian participation. If you do not hold shares in FSA as a Custodian, these provisions do not apply.

• 2.6 If you hold FSA shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for beneficiaries in the manner described in section 6 of the Terms and Conditions. In this case, the rules for multiple single holdings (above) apply.

3. TERMS OF THE OFFER

• 3.1 The Offer will be open on and from 9.00am (AEDST) on 9 October 2009 (“ Opening Date ”) until, subject to the discretion of the Board, 5.00pm (AEDST) on 6 November 2009 (“ Closing Date ”).

• 3.2 The Board reserves the right to close the Offer at any time prior to the Closing Date and/or extend the Closing Date without further notification.

• 3.3 In response to the Offer, Eligible Shareholders wishing to apply for Shares under the Plan may apply for either:

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• 5,406 shares for $2,000;

• 13,514 shares for $5,000;

• 27,028 shares for $10,000; or

• 40,541 shares for $15,000,

subject to clause 5.

• 3.4 All Offers for Shares under the Plan are non‐renounceable and therefore the right to participate in the Plan cannot be transferred.

• 3.5 Participation in the Plan by Eligible Shareholders is entirely optional and subject to these Terms and Conditions.

4. APPLICATIONS FOR SHARES

• 4.1 Eligible Shareholders wishing to apply for Shares under the Plan must:

• (a) If paying by cheque or bank draft:

  • (i) complete the Application Form;

  • (ii) pay for the Shares in the manner specified on the Application Form; and

  • (iii) forward the completed Application Form and payment for the Application Amount to FSA’s Share Registrar at the addresses specified on the Application Form, to reach such addresses by no later than 5.00pm (AEDST) on the Closing Date.

• (b) If you elect to use the BPAY option:

  • (i) pay for the Shares electronically using BPAY with payment to reach FSA’s Share Registry by no later than 5.00pm (AEDST) on the Closing Date; and

  • (ii) do not return the Application Form if you elect the BPAY option.

• 4.2 Please note that only Eligible Shareholders having an account with an Australian financial institution who participates in the BPAY scheme have the ability to elect to use the BPAY option.

• 4.3 All application monies will be deposited into an account and any application monies received in respect of any applications rejected by the Board under clause 4.4 shall be refunded by FSA without interest.

• 4.4 The Board reserves the right to reject any application for Shares (in whole or in part) including (without limitation) if:

• (i) an Application Form is not correctly completed; or

• (ii) the applicant is not an Eligible Shareholder; or

• (iii) the issue of those Shares would contravene any law or the Listing Rules; or

• (iv) the exact payment for the Shares applied for is not received; or

• (v) to accept the application in full would have the effect of exceeding the maximum offer of Shares under the Plan; or

• (vi) it is not reasonably satisfied that the issue of those Shares will not result in any person receiving ordinary shares in FSA with an application price totalling more than $15,000 as a result of:

  • (i) Shares issued to the person or to a Custodian on that person’s behalf (as a result of an instruction given by that person to the Custodian to apply for Shares on their behalf) under the Plan; and

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• (ii) any other ordinary shares in FSA issued to the person or to a Custodian on that person’s behalf (as a result of an instruction given by that person to the Custodian to apply for ordinary shares in FSA on their behalf) under an arrangement similar to the Plan operated by FSA in the 12 months prior to the Issue Date,

except to the extent that the person is issued with shares or interests as a Custodian under a custodian offer; or

(vii) the applicant is a Custodian and has failed to provide FSA with a Custodian Certificate; or

(viii) the applicant has not otherwise complied with the Terms and Conditions.

• 4.5 The Board reserves the right to allocate fewer, or no, Shares than an Eligible Shareholder applies for under the Plan, including, without limitation, in the event that the Plan is oversubscribed.

• 4.6 If there is a consolidation or re‐organisation of the issued share capital of FSA prior to the Closing Date, the maximum number of Shares to be issued pursuant to and in accordance with the Plan shall be consolidated in the same ratio as the issued capital of FSA.

5. CERTIFICATION BY ELIGIBLE SHAREHOLDER

• 5.1 By submitting an Application Form, together with the appropriate payment, or by making a BPAY payment in the manner specified in section 4.1(b), you certify, acknowledge, warrant and represent as true, correct and not misleading to the Company that if you are a not a Custodian, the aggregate of the application price paid by you for:

• (a) the Shares the subject of the Application Form;

• (b) any other ordinary shares in FSA issued to you, or a Custodian (as a result of an instruction given by you to the Custodian to apply for ordinary shares in FSA on your behalf) under the Plan or under any similar arrangement operated by FSA in the 12 months prior to the date of submission of the Application Form; and

• (c) any other Shares which you have instructed a Custodian to acquire on your behalf under the Plan,

does not exceed $15,000.

6. CUSTODIAN

• 6.1 Eligible Shareholders who are Custodians may participate in the Plan on behalf of each beneficiary ( Participating Beneficiary ) on whose behalf the Custodian is holding shares.

• 6.2 If you are a Custodian holding FSA shares on behalf of 2 or more persons jointly, the joint beneficiaries will be taken to be a single Participating Beneficiary for the purposes of these Terms and Conditions.

• 6.3 If you are a Custodian and hold FSA shares on behalf of 1 or more Participating Beneficiaries, you may apply for up to a maximum of $15,000 worth of Shares for each Participating Beneficiary subject to providing FSA with a Custodian Certificate, in addition to the Application Form, certifying the following:

• (a) that, as at the Record Date, you hold shares on behalf of one or more Participating Beneficiaries and the Participating Beneficiaries have instructed you to apply for Shares on their behalf under the Plan;

• (b) the number of Participating Beneficiaries;

• (c) the name and address of each Participating Beneficiary for whom the Custodian applies for Shares;

• (d) in respect of each Participating Beneficiary, the number of Shares that the Custodian holds on their behalf;

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• (e) in respect of each Participating Beneficiary, the number or the dollar amount of Shares the Participating Beneficiary has instructed the Custodian to accept on their behalf; and

• (f) that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $15,000:

  • (i) the Shares applied for by you as Custodian on their behalf under the Plan; and

  • (ii) any other ordinary shares in FSA issued to you as Custodian in the 12 months prior to the date of submission of the Application Form as a result of an instruction given by them to you as Custodian to apply for ordinary shares in FSA under an arrangement similar to the Plan operated by FSA.

• 6.4 Custodians should have received a Custodian Certificate with these Terms and Conditions (Attachment A). If you are a Custodian and you did not receive a Custodian Certificate or would like further information on how to apply, you should contact FSA’s Share Registrar, Link Market Services Limited.

7. ISSUE OF SHARES

• 7.1 FSA is prohibited from issuing any Shares to any Eligible Shareholder unless the Eligible Shareholder has provided the certification set out in section 5, and if a Custodian, has provided a Custodian Certificate, at the time of applying for the Shares.

• 7.2 The Directors of FSA reserve the right to issue to Eligible Shareholders such number of Shares under the Plan as is permitted under Listing Rule 7.2, Exception 15 without shareholder approval. In such circumstances, FSA intends to accept subscriptions for Shares on a “first come first served” basis.

• 7.3 FSA intends to issue the Shares under the Plan on or about 12 November 2009 (“I ssue Date ”). FSA reserves the right to vary the Issue Date without further notice in the event that the Closing Date is varied pursuant to clause 3.2.

• 7.4 In respect of application monies received from an Eligible Shareholder, FSA will, prior to the Issue Date, determine the maximum number of Shares rounded up to the nearest whole number which may be acquired by any Eligible Shareholder.

• 7.5 The allocation of Shares will be determined by the Board at its sole discretion.

• 7.6 In the event that the Offer under the Plan is not fully subscribed, the Board of FSA reserves its right to issue Shares in excess of the maximum $15,000 worth of Shares specified in clause 3.3(d) (“ Additional Issue ”), to any person (whether or not such person is an Eligible Shareholder) so long as the Additional Issue:

• (a) satisfies section 708 of the Corporations Act; and

• (b) any approval of Shareholders to the Additional Issue which is required under the Listing Rules or the Corporations Act is obtained.

• 7.7 FSA will apply to ASX for quotation of the Shares issued under the Plan and the Additional Issue (if any) within the period prescribed the Listing Rules.

8. SUBSCRIPTION PRICE

• 8.1 The Subscription Price of the Shares will be 37 cents ($0.37) per share.

• 8.2 Compared with the Market Price over the last five days on which trading of FSA’s shares on the ASX were recorded prior to the announcement of the Plan (on 30 September 2009), the Subscription Price represents a discount of 9% to the weighted average Market Price and a 12% discount to the average closing Market Price over that period.

• 8.3 The Shares are a speculative investment and the Market Price of the Shares may change between the Opening Date and the Issue Date. This means that the Subscription Price you pay for the Shares may

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exceed the Market Price of the Shares at the Issue Date. The Company does not make any assurance as to the Market Price of Shares and there can be no certainty that Shares in the Company will trade at or above the Subscription Price following the Issue Date. Shareholders should seek their own financial advice in relation to this Offer and participation in the Plan.

• 8.4 No brokerage, commissions, stamp duty or other transaction costs will be payable by Eligible Shareholders in respect of an application for, and an issue of, Shares under the Plan.

9. NON‐RESIDENTS

• 9.1 The right to participate in this offer under the Plan is available exclusively to persons who were registered as holders of fully paid ordinary shares in FSA at 7pm (AEDST) on the Record Date and whose registered address was in Australia, New Zealand or in another jurisdiction where, in the opinion of the Board, its is lawful and reasonably practical to extend the Offer according to the laws of that jurisdiction.

• 9.2 Eligible Shareholders who are not residents of Australia should consult their professional advisers as to whether any formalities need to be observed (either by them or the Company) to enable them to apply for Shares. It is the responsibility of such Eligible Shareholders to obtain all necessary approvals so they may legally apply for Shares. The return of a completed Application Form and cheque or bank draft, or the forwarding of payment using BPAY from a non‐resident Eligible Shareholder will be taken by the Company to constitute a representation and warranty by that Eligible Shareholder that all relevant approvals have been obtained and that the Company may legally offer the Shares to that Eligible Shareholder.

10. GENERAL

• 10.1 The Board may change or terminate the Plan at any time prior to the Issue Date. In the event that the Board does so, it will advise the ASX. Any omission to give notice of changes to, or termination of, the Plan, or the non‐receipt of any such notice, will not invalidate the change or termination.

• 10.2 If the Plan is withdrawn, all application money will be refunded. No interest will be paid on any refunded application money.

• 10.3 In addition to any rights of the Board to reject applications as set out in these Terms and Conditions, the Board also reserves the right to allocate fewer, or no, Shares than an Eligible Shareholder applies for under the Plan if the Board believes that the allotment of those Shares would contravene any of the Listing Rules or the requirements of the Class Order. In any such case, excess application monies will be returned to the relevant applicant(s). No interest will be paid on application monies so returned.

• 10.4 FSA may settle in any manner it deems appropriate, any disputes or anomalies which may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any applicant or application of shares. The decision of FSA will be conclusive and binding on all persons to whom the determination relates.

• 10.5 FSA reserves the right to waive compliance with any provision of the Plan terms and conditions.

• 10.6 The Offer of Shares under the Plan is in accordance with the ASIC Class Order CO 09/425 which grants relief from the requirement to prepare a disclosure document for this Offer.

• 10.7 In New Zealand, the Offer of Shares under the Plan is in accordance with the Securities Act (Overseas Companies) Exemption Notice 2002, which grants relief from the requirement to prepare an investment statement or prospectus for this Offer.

• 10.8 The contents of this document have not been reviewed by any regulatory authority in any jurisdiction.

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Attachment A – Custodian Certificate

This Custodian Certificate is only to be completed by Custodians (as defined in Class Order 09/425) who hold shares on behalf of third party beneficiaries who are Eligible Shareholders.

	FSA GROUP LIMITED (FSA) ‐ SECURITY PURCHASE PLAN OCTOBER 2009	FSA GROUP LIMITED (FSA) ‐ SECURITY PURCHASE PLAN OCTOBER 2009	FSA GROUP LIMITED (FSA) ‐ SECURITY PURCHASE PLAN OCTOBER 2009
	HIN:
	Entitlement No:
	Custodian Name ("Custodian"):
	AFS Licence No:
	Contact Name:		Record date:6/10/2009
	Contact Telephone:		Application closing date:6/11/2009
	Contact Email:
	Set out below are details of the number and details of the beneficial holders ("Participating Beneficiaries") that have instructed the Custodian to apply for securities on their behalf under the Plan
	Note: please attach a copy of this executed Custodian Certificate to the application form and send a softcopy to: jenny.torrisi@linkmarketservices.com.au (Ph: +61 7 3320 2237)

No.	Beneficial Holder Reference No.	Name of Beneficial Holder	Address of Beneficial Holder	Securities Held by Custodian on Record Date	Amount Instructed by Beneficial Holder to apply for

Signed and certified on behalf of the Custodian that: a) the Custodian holds securities or interests on behalf of the Participating Beneficiaries as at the Record Date and has received instruction to apply for shares on their behalf under the Plan; b) there are no Participating Beneficiaries in respect of who, the total application price for the following exceeds $15,000:

• (i) the shares applied for by the Custodian on their behalf under the Plan; and

• (ii) any other shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to apply for shares on their behalf under an arrangement similar to the Plan.

………………………………………………………………….. Name: Authorised Officer

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FSA Group Limited

ABN 98 093 855 791

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1300 554 474 From outside Australia: +61 2 8280 7454 Facsimile: (02) 9287 0303 ASX Code: FSA Website: www.linkmarketservices.com.au

SrN/hIN:

Entitlement Number: record Date: 6 October 2009 Offer Opens: 9 October 2009 Share Price: 37 cents Offer Closes 5:00pm (AEDST): 6 November 2009

ShArE PUrChASE PLAN (“PLAN”) APPLICATION FOrM

How do I apply for Shares under this offer?

• Carefully read the Plan Terms and Conditions accompanying this form.

• Decide on the amount you wish to apply for.

• Pay for the Shares in accordance with the instructions outlined in the Terms and Conditions Booklet and further important instructions on the reverse of this form.

Option 1: Paying by Bpay[®] .

Option 2: Paying by Cheque, Bank Draft or Money Order.

• Payments must be in Australian dollars.

PAYMENT OPTIONS

Option 1: Paying by Bpay[®]

If paying by Bpay[®] , you do NOT need to complete or return the Acceptance Slip attached to this Application Form below. Payment must be received by the Registry by Bpay[®] by 5:00pm (AEDST) on 6 November 2009. By paying by Bpay[®] , you will be deemed to have completed an Application Form for the number of Shares the subject of your Application Payment.

If you make a payment by Bpay[®] and FSA Group Limited receives an amount which is not equal to either A$2,000, A$5,000, A$10,000 or A$15,000, FSA Group Limited will round down the dollar amount of Shares that you are applying for to the next lowest parcel. Your payment must be for a minimum of A$2,000.

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Biller Code: 574657 Ref:

Telephone & Internet Banking – Bpay[®]

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

® Registered to Bpay Pty Ltd ABN 69 079 137 518

Option 2: Paying by Cheque, Bank Draft or Money Order

If paying by cheque, bank draft or money order, complete and return the Acceptance Slip attached to this Application Form with your Application Payment.

• A. Tick the box beside the amount you wish to apply for, either A$2,000, A$5,000, A$10,000 or A$15,000.

• B. Enter your cheque, bank draft or money order details. The amount of your Application Payment should be equal to the amount applied for in section A of the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “FSA Group Limited” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either A$2,000, A$5,000, A$10,000 or A$15,000, FSA Group Limited will round down the dollar amount of Shares that you are applying for to the next lowest parcel. Your payment must be for a minimum of A$2,000.

• C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.

ThIS IS A PErSONALISED FOrM FOr ThE SOLE USE OF ThE ShArEhOLDEr AND hOLDING rECOrDED ABOVE.

Please detach and enclose with payment

FSA Group Limited

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FSA Group Limited SRN/HIN:
ABN 98 093 855 791 Entitlement Number:
A I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only): B I am a Custodian and wish
to puchase the Shares as set
out in the Custodian Certificate
A$2,000 OR A$5,000 OR A$10,000 OR A$15,000 accompanying this Application
Form (tick box)
C Make your cheque, bank draft or money order payable to “FSA Group Limited” and crossed “Not Negotiable”
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$ .00
D Telephone Number – Business Hours Telephone Number – After Hours Contact Name
( ) ( )
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IMPOrTANT INFOrMATION

1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

2. If you do not wish to purchase additional Shares under this Plan, there is no need to take action.

3. Please ensure you have read and understood the Plan Terms and Conditions and this Important Information, before you make the Application Payment by Bpay[®] or you submit your Acceptance Slip with your Application Payment.

4. This Plan is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

5. If you are a custodian as defined in ASIC Class Order [CO 09/425] you must complete this Application Form and submit an additional Certificate that contains additional certifications and details that must be provided (“the Custodian Certificate”) before your Application will be received. The Custodian Certificate can be obtained by contacting Link Market Services. Applications received from custodians that are not accompanied by the Custodian Certificate will be rejected.

6. For applicants that are not required to complete the Custodian Certificate, by submitting the Acceptance Slip (with a cheque, bank draft or money order) or making payment by Bpay[®] , you certify that the aggregate of the Application Payment paid for the following:

7. the parcel of Shares indicated on this Application Form or Bpay[®] payment;

8. any other ordinary shares in FSA Group Limited issued to you, or a Custodian (as a result of an instruction given by you to the Custodian to apply for ordinary shares in FSA Group Limited on your behalf) under the Plan or under any similar arrangement operated by FSA Group Limited in the 12 months prior to the date of submission of this Application Form; and

9. any other ordinary shares which you have instructed a Custodian to acquire on your behalf under the Plan,

does not exceed $15,000.

1. FSA Group Limited reserves the right to make amendments to this Application Form where appropriate

2. Applicants are not assured of receiving the Shares for which they have applied as FSA Group Limited may scaleback applications in its discretion.

3. Please note that only Eligible Shareholders having an account with an Australian financial institution who participates in the Bpay[®] scheme have the ability to elect to use the Bpay[®] option.

How to Lodge your Acceptance Slip and Application Payment

A reply paid envelope is enclosed for you to return your Acceptance Slip and Application Payment. No postage stamp is required if it is posted in Australia.

Acceptance Slip and the payment for Shares must be received by the Registry no later than the closing date shown overleaf. If paying by Bpay[®] you do not need to complete or return the Application Form. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address	or	Hand Delivery
FSA Group Limited		FSA Group Limited
C/- Link Market Services Limited		C/- Link Market Services Limited
Locked Bag 3415		Level 19, 324 Queen Street
Brisbane QLD 4001		Brisbane QLD 4000(Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and Application Payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (AEDST) on 6 November 2009. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. FSA Group Limited reserves the right not to process any Acceptance Slips and Application Payments received after the Closing Date.

If you require information on how to complete this Acceptance Slip please contact Link Market Services on 1300 554 474 if calling within Australia or +61 2 8280 7454 if calling from outside of Australia.