Notice of

Annual General

Meeting

Folkestone Limited

2013

TH15 PAGE HAS BEEN LEFT BLANK INTENTIONALLY

Notice of Annual General Meeting

Folkestone Limited ABN 21 004 715 226

The forty sixth Annual General Meeting of FOLKESTONE LIMITED will be held at the offices of Deloitte Touche Tohmatsu at Level 9, 225 George Street, Sydney on Tuesday, 22 October 2013 commencing at 11:30am AEDT.

Agenda

1. Financial Statements

To receive and consider the Directors Report, Financial Statements and Independent Audit Report for the year ended 30 June 2013.

2. Resolution 1 - Re-election of Ross Strang

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

"That Mr Ross Strang, a Director retiring from office by rotation in accordance with Article 58 of the Constitution, being eligible, is re- elected as a Director of the Company."

3. Resolution 2 - Election of Mark Baillie

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

"That Mr Mark Baillie, a Director appointed by the Board and retiring from office in accordance with Article 47 of the Constitution, being eligible, is elected as a Director of the Company."

4. Resolution 3 - Adoption of the Remuneration Report

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

"That the Remuneration Report for the financial year ended 30 June

2013 be adopted."

Note to Shareholders: The vote on this item is advisory only and does not bind the Directors of the Company.

5. Resolution 4 - Approval of Executive Incentive Plan and issue of

Shares thereunder

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

"That for the purposes of Listing Rule 7.2, exemption 9 and for all other purposes, approval is given:

(a) in respect of the Executive Incentive Plan (Amended Plan) for the provision of incentives to officers, employees, executives and senior management whom the Board determines to be eligible to participate in the Amended Plan (Participants); and

(b) for the grant of performance rights and/or share appreciation rights to Participants, and the subsequent issue or transfer of Shares to, or in relation to, Participants under the Plan."

Voting Exclusion Statements

Resolution 3

The Company will disregard any votes cast on Resolution 3 by or on behalf of:
a. a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report; or
b. any closely related party of such a member.
However, the Company does not need to disregard votes by such a person provided:
a. the voter casts the vote as proxy for another person who is entitled to vote if the vote is cast in accordance with the directions on the proxy form; or
b. the voter is the chairman of the Meeting as a proxy for a person who is entitled to vote and the vote is cast either: