GLOBE INTERNATIONAL LIMITED — AGM Information 2003

Sep 28, 2003

EXPLANATORY NOTES

EXECUTIVE LONG TERM INCENTIVE PLAN ("LTP")

Plan Overview

The Company proposes to introduce an LTI that will be offered to key executives of the Company. Under the LTI, Performance Rights ("PRs") will be awarded to eligible senior executives of the Company. The vesting of those PRs will be subject to certain specified performance criteria. A summary of the key terms of the LTI are set out below.

Summary of terms of the LTI

The terms of the LTI are summarised below. A copy of the Performance Rights Plan, which contains the terms of the LTI, is available for inspection at the Company's registered office during business hours, or may be obtained free of charge by contacting the Company Secretary on (03) 9681 9681.

(a) Eligibility

Eligibility will be determined at the board's discretion, but will principally be targeted at attracting and retaining senior executives. Those eligible for participation in the LTI will be excluded from the Company's \$1,000 Employee Share Acquisition Scheme.

(b) Initial Award of Performance Rights ("PRs")

An offer of PRs, including the number of PRs to be offered, will be subject to terms and conditions as determined by the board on the occasion of each such offer. PRs will be awarded under the LTI for no consideration. The PRs will not vest until certain performance criteria are met. PRs will not attract dividends and voting rights at any time.

(c) Vesting

The performance period is three (3) years starting from the date of grant for the relevant financial year. Performance testing will occur on the first (1st), second (2nd) and third (3rd) anniversaries of the start of the performance period with relevant amounts vesting with reference to the performance criteria.

The performance criteria for the PRs are the factors which make up Total Shareholder Return ("TSR"). TSR performance will be tested with reference to the TSR Reference point calculated by averaging Globe's daily closing TSR values over the 20 ASX trading days following the full year result announcement in the year of grant.

(d) Share Issue Can

The aggregate of equity awarded under all Globe's equity incentive plans may not exceed 5% of Globe's issued capital. The board does not intend to issue PRs which would result in the aggregate number of shares issued to employees under the LTI exceeding 2% of Globe's issued capital.

(e) Management of the LTI

The LTI will be administered by the board, It is anticipated that the Company's current share registry provider will assist in the administration of the LTI.

Listing Rule Requirements

ASX Listing Rule 10.14 requires shareholder approval before the following persons can acquire securities in a listed entity under an employee incentive plan:

• · a director;
• · an associate of the director; and
• a person whose relationship with the entity is, in the ASX's opinion such that approval should be obtained.

Accordingly, shareholder approval is sought in respect of the grant of Performance Rights to Michael Sonand (Chief Executive Officer), in accordance with the LTI.

ASX Listing Rule 10.15A requires certain information to be given in a notice of meeting to approve the acquisition of securities under an employee incentive plan.

For the purposes of Rule 10.15A.

• Under the terms of the LTI, Michael Sonand may be entitled to acquire up to a maximum of 1,000,000 ordinary shares in the Company.
• . The number of shares that may be acquired by Michael Sonand will be calculated in accordance with the terms of the LTI. . The acquisition price for the shares will be nil.
• . Under Listing Rule 10.14, Michael Sonand is the only person participating in the LTI who may require shareholder approval for the right to acquire shares in the capital of the Company.
• . Details of any rights to acquire shares under the LTI will be published in each annual report of the Company relating to the period in which they have been granted.
• . Any other person for whom shareholder approval is required under Listing Rule 10.14 but who was not named in this notice of meeting may not participate in the LTI until approval is obtained in accordance with Listing Rule 10.14.
• . Michael Sonand's right to acquire shares under the LTI (as determined by the board from time to time) will have effect from the close of this meeting.
• . Michael Sonand will not be issued rights to acquire shares under the LTI later than 3 years after the close of this meeting.

DISCONTINUATION OF EXISTING EMPLOYEE SHARE OPTION PLAN

The board has decided to discontinue the current Globe Employee Share Option Plan. There will be no further issue of options under the plan.

NOTICE OF ANNUAL GENERAL MEETING 2003 GLOBE INTERNATIONAL LIMITED

Notice is hereby given that the Annual General Meeting of Shareholders of GLOBE INTERNATIONAL LIMITED will be held at Globe Head Office. 300 Lorimer Street Port Melbourne, Victoria 3207 on Wednesday 29 October 2003, commencing at 3.00pm EST.

AGENDA

ORDINARY BUSINESS

1. Financial, Directors' and Audit Reports

To receive and consider the financial reports and the reports of the directors and auditors for the year ended 30 June 2003.

2. Election of Directors

a) Mr Peter Hill retires in accordance with article 58 of the Company's constitution and, being eligible, offers himself for election.

• b) Mr Stephen Hill retires in accordance with article 58 of the Company's constitution and, being eligible, offers himself for election.
• c) Mr Philip Brass was appointed as a director since the last Annual General Meeting. He retires in accordance with article 56 of the Company's constitution and, being eligible, offers himself for election.

3. Appointment of New Auditor

To consider and, if thought fit, to pass the following resolution as an ordinary resolution.

That PricewaterhouseCoopers, who have consented in writing to act as auditor of the company, be appointed auditor of the Company.

(Alexander & Spencer will resign as auditor at the Annual General Meeting. Stephen Kelly, a member of the company, has nominated PricewaterhouseCoopers, who are eligible and have consented to act, if appointed. Pursuant to subsection 328(3) of the Corporations Act 2001, a copy of the nomination is attached.)

4. Approval of Executive Long Term Incentive Plan

To consider and, if thought fit, to pass the following resolution as an ordinary resolution.

That approval be given to the establishment of the Executive Long Term Incentive Plan, a summary of which is set out in the Explanatory Notes accompanying this notice of meeting.

5. Approval of Chief Executive Officer's Issue of Performance Rights under the Executive Long Term Incentive Plan

To consider and, if thought fit, to pass the following resolution as an ordinary resolution.

That subject to resolution 4 being passed, the following be approved for the purposes of ASX Listing Rule 10.14.

The grant of Performance Rights to Michael Sonand, the Chief Executive Officer, to acquire up to a maximum of 1,000,000 ordinary shares in the capital of the Company, subject to the rules of the Executive Long Term Incentive Plan.

6. Other business

To transact any other business that may be brought before the meeting in accordance with the Company's constitution.

By order of the board

fysik fil

Charlie Wood Company Secretary Melbourne 26 September 2003

EXPLANATORY NOTES

VOTING

Ordinary resolutions require the support of more than 50% of those shareholders voting in person, by proxy, representative or attorney

Every resolution will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Cornoany's constitution.

On the show of hands, every shareholder who is present in person or by proxy, representative or attorney, will have one vote.

VOTING ENTITLEMENT

The directors have determined that, for the purpose of voting at the annual general meeting, shares will be taken to be held by the registered holder at 7.00pm EST, on Monday 27 October 2003.

VOTING EXCLUSION STATEMENT

Pursuant to ASX listing rule 10.15A.6, the Company will disregard any votes cast on resolutions 4 or 5 by Mr Sonand and any associates of his.

However, the Company need not disregard a vote if:

• It is cast by a person as proxy for a person to vote, in accordance with the directions on the proxy Form; or
• proxy form to vote as the proxy decides.

PROXIES

In accordance with section 249L of the Corporations Act 2001.

• proxy may exercise, each proxy may exercise half of the member's votes. • A proxy need not be a member.

The proxy form (and, if the appointment is signed by the appointer's attorney, the authority under which it was signed or a certified copy of the authority) must be received by the Company's share registry, ASX Perpetual Registrars Limited, by 3.00pm on Monday 27 October 2003.

The completed proxy form may be:

Mailed/delivered to the Company's share registry, ASX Perpetual Registrars Ltd at

Street Address: Level 4, 333 Collins Street MELBOURNE VIC 3001

Postal Address: GPO Box 1736 MELBOURNE VIC 3001

Faxed to ASX Perpetual Registrars Limited on: (+613) 8614 2903

CORPORATE REPRESENTATIVES

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act 2001(Cth) in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act 2001 (Cth). The Certificate must be lodged with the Company before the meeting or at the registration desk on the day of the meeting. The Company will retain the certificate.

• It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the

. A member who is entitled to attend and cast a vote at the meeting may appoint a proxy to attend and vote for the member. • If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion of the member's voting rights that each