NOUMI LIMITED — AGM Information 2008

Sep 25, 2008

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NOTICE OF ANNUAL GENERAL MEETING

Shareholders are advised that the Annual General Meeting of Freedom Nutritional Products Limited ABN 41 002 814 235 (the “Company”) will be held at Deloitte Touche Tohmatsu, Level 9, Grosvenor Place, 225 George Street, Sydney, NSW, 2000 on Thursday 30 October 2008 at 11.30 am.

Notice of Annual General Meeting Freedom Nutritional Products Limited ABN 41 002 814 235

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Freedom Nutritional Products Limited (the “Company”) will be held at the offices of Deloitte Touche Tohmatsu, Level 9, Grosvenor Place, 225 George Street, Sydney, NSW, 2000 on Thursday 30 October 2008 at 11.30 am.

1. Financial Report

To receive and consider the financial report of the Company for the year ended 30 June 2008 and reports by directors and auditors thereon – refer Explanatory Statement.

2. Resolutions

• The purpose of the meeting is to consider and, if thought fit, pass the following resolutions:

• 2.1. As an Ordinary Resolution - “That Mr R. Perich retires by rotation in accordance with the provisions of the Constitution, and being eligible offers himself for re-election.” (“Resolution 1”)

• 2.2. As an Ordinary Resolution – “That Mr R. Macleod retires in accordance with the provisions of the

• Constitution, and being eligible offers himself for re-election.” (“Resolution 2”)

3. Advisory Resolution

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

“That the Remuneration Report for the year ended 30 June 2008 (set out in the Directors’ Report) is adopted.”

(“Advisory Resolution 1”)

4. General

To transact any business which may be lawfully brought forward.

By order of the Board

Mark Gilio, Company Secretary, 25 September 2008.

PROXIES

Please note that:

• 1) A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where two proxies are appointed, each shall be entitled to cast that number of votes (disregarding fractions) which bears the same proportion to the total number of votes which the shareholder could exercise if personally present at the meeting as the number of shares specified in the appointment of such proxy bears to the total number of shares held by the shareholder. A proxy need not be a shareholder. If the proxy is a shareholder, that person is only entitled to one vote on a show of hands. If two proxies are appointed neither may vote on a show of hands.

• 2) To be effective, the instrument appointing a proxy must be received by the Secretary not later than 48 hours before the time for holding the meeting.

• 3) Under section 1109N of the Corporations Act 2001, the Board of Directors of the Company, as convenor of this meeting, has determined that all persons holding shares at 7.00 pm Tuesday 28 October 2008 will be taken to be shareholders for the purposes of this meeting.

• 4) The accompanying explanatory statements form part of this notice of meeting.

PROXY FORM Freedom Nutritional Products Limited ABN 41 002 814 235

To be effective this Proxy Form must be lodged at the registered office of Freedom Nutritional Products Limited (the “Company”), 80 Box Road, Taren Point, NSW, 2229 by 11.30 am on 28 October 2008.

Appointment of Proxy

I/We …………………………………………………………………………………………..

of ……………………………………………………………………………………………..

being a member of the company hereby appoint:

Proxy 1	(Name or Office held by proxy)
Proxy 2	(Name or Office held by proxy)

• if you are entitled to cast two (2) or more votes, you may appoint two (2) proxies.

or failing him or her or them the chairman of the meeting to vote for me/us and on my/our behalf at the general meeting to be held on 30 October, 2008 and at any adjournment thereof in respect of all my/our shares, or where two (2) proxies are appointed, in respect of the following numbers of my/our shares:

	Number of Shares	OR	Percentage of Shares **
Proxy 1		OR
Proxy2		OR

** inset number or percentage, but not both.

Note: where your proxy does not otherwise direct the Chairman shall vote in favour of Resolutions 1 and 2 plus Advisory Resolution 1.

Where this Proxy Form is signed under power of attorney he Attorney(s) declare(s) that he/she/they have not received any notice of the revocation of such power.

Dated this …………………………………. day of …………………………………2008

Signed: (1)

Signature: ……………………………… Signature: …………..……………………. Name: ………..………………………... Name: ………………………………..….. Capacity: …..…………………………. (2) Capacity: ……………… ……….……….. (1) If joint holders, each must sign.

(2) For example: attorney, director, company secretary, authorised officer.

Companies must execute:

• Under seal: or

• by a director and a company secretary signing the Proxy Form; or

• (where it is a proprietary company where the sole director is also the sole company secretary) by that director signing this Proxy Form; or

• by authorised officer or

• by attorney

If signed by an attorney or under another authority, for this proxy to be effective the power of attorney or other authority, if any, under which it is signed or a certified copy of the power of authority must be deposited at 80 Box Road, Taren Point, New South Wales, 2229, or be received by facsimile on facsimile number (02) 9525 5406 by 11.30 am 28 October, 2008.

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you appoint the Chairman as your proxy and you do not wish to direct the Chairman on how to vote then please place a mark in

the box. □

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Should you wish to direct your proxy how to vote, please indicate (by inserting X) in the appropriate box against each item, otherwise your proxy may vote as he or she thinks fit or may abstain from voting:

Proxy 1:	For	Against	Abstain
Re-election of Mr. R. Perich	□	□	□
Re-election of Mr. R. Macleod	□	□	□
Adoption of the Remuneration Report	□	□	□
Proxy 2 (if applicable)	For	Against	Abstain
Re-election of Mr. R. Perich	□	□	□
Re-election of Mr. R. Macleod	□	□	□
Adoption of the Remuneration Report	□	□	□

Freedom Nutritional Products Limited ABN 41 002 814 235

Explanatory statement in relation to Annual General Meeting to be held at the offices of Deloitte Touche Tohmatsu, Level 9, Grosvenor Place, 225 George Street, Sydney NSW 2000 on Thursday, 30 October, 2008 at 11.30 am.

Financial Report

In the interests of reducing the company’s costs the Company has decided to take advantage of the recent changes the Corporations Act 2001 (s314 (1AA) (b)) under which companies may decide not to send printed copies of the Annual Report to shareholders.

Shareholders are able to obtain and electronic copy of the 2008 Annual Report by going to the following website address: http://www.freedomnutritional.com.au/investorannualreports.asp, then select Annual Report 2008.

Shareholders may request at no charge a hard copy of the Annual Report by writing to Company Secretary Freedom Nutritional Products Limited, 80 Box Road, Taren Point, NSW, 2229

All shareholders will continue to receive printed copies of the Notice of the Annual General meeting with the Proxy Form.

Resolution 1

Mr R. Perich is Joint Managing Director of Arrovest Pty Limited (the Company’s largest shareholder), Leppington Pastoral Company, one of Australia's largest dairy producers, and various other entities associated with Perich Enterprises Pty Limited. He is also a property developer, motor car racing promoter, farmer and business entrepreneur. Former Director of United Dairies Limited. Mr R. Perich was appointed director in April 2005 and is a member of the Audit, Risk and Compliance Committee and the Remuneration & Nomination Committee. Mr. R. Perich seeks re-election as a director of the Company.

Resolution 2

Mr R. Macleod B.Ec, - Mr Macleod is a senior executive of the Company with responsibilities including strategic and corporate development, finance and administration. He has been with the Company for 5 years. Prior to that he was a former senior director, corporate finance for UBS in Australasia and Europe where he gained extensive experience in strategy and commercial development, mergers and acquisitions and corporate analysis. The Board elected Mr Macleod as a director in May 2008. Mr. Macleod seeks re-election as a director of the Company.

Advisory Resolution 1

The Remuneration Report is contained in the Directors’ Report of the 2008 Freedom Nutritional Products Annual Report. The Report

• explains the Company’s Executive Remuneration Policy and the link between the remuneration of employees and the Company’s performance;

• sets out remuneration details for each Director and for each named Executive; and

• makes clear that the basis for remunerating non-executive Directors is distinct from the basis for remunerating Executives, including Executive Directors.

The Chairman will give shareholders a reasonable opportunity to ask about or make comments on the Remuneration report. An Advisory Resolution that the Remuneration Report is adopted will then be put to the vote.

While there is no legal requirement to abstain from voting, the Company believes it appropriate that neither the Directors, the named Executives nor their associates should vote on this advisory Resolution, except as directed by any proxies.

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