ASX ANNOUNCEMENT ANNUAL GENERAL MEETING AND ANNUAL REPORTS GOLD COAST, 16 October 2015: The attached following documents will be despatched to shareholders today: - Chair’s Letter - Notice of Meeting - Explanatory Memorandum - Proxy Form - Full Financial Report and Shareholder Review TRACEY WOOD COMPANY SECRETARY For personal use only BILLABONG INTERNATIONAL LIMITED ABN 17 084 923 946 NOTICE OF ANNUAL GENERAL MEETING 2015 AND EXPLANATORY MEMORANDUM For personal use only Notice is given that the 2015 Annual General Meeting of Billabong International Limited is to be held at 10.00 am (Queensland time) on Tuesday, 24 November 2015 at the Gold Coast Convention and Exhibition Centre, Level 1, Meeting Room 5, 2684-2690 Gold Coast Highway, Broadbeach, Queensland. This is an important document and requires your immediate attention. If you are in any doubt as to how to deal with this document, please consult your financial, legal, tax or other professional adviser immediately. BILLABONG INTERNATIONAL LIMITED ABN 17 084 923 946 16 October 2015 Dear Fellow Shareholder, I am pleased to extend to you an invitation to participate in the 2015 Annual General Meeting of Billabong International Limited (“Billabong” or the “Company”). The meeting will commence at 10.00am (Queensland time) on Tuesday, 24 November 2015 at the Gold Coast Convention and Exhibition Centre, Level 1, Meeting Room 5, 2684-2690 Gold Coast Highway, Broadbeach, Queensland. I’m pleased to report that 2014 - 15 has been a year of successful rebuilding with Billabong returning to full-year profit for the first time since 2011. The Group also returned to full-year EBITDA growth for the first time since 2008. We have seen our largest brands grow in some of our largest markets. This result has been achieved in large part by having a team uniformly focused on the global implementation of our seven-part turnaround strategy. In particular, we have prioritised four key projects being Omni Channel, Sourcing & Supply Chain, Distribution & Logistics and Concept to Customer, which when fully implemented, will provide the platforms to underpin the further growth of our world-class brands. As detailed in the 2015 Annual Report a substantial amount has been achieved and our CEO Neil Fiske and I look forward to reporting to you further at the 2015 Annual General Meeting. This booklet includes the Notice for the 2015 Annual General Meeting and the Explanatory Memorandum. A Proxy Form accompanies this booklet. I encourage you to read this booklet carefully as it contains important information and will assist you in making informed decisions. This booklet and Billabong’s Annual Report are available on the website www.billabongbiz.com. Only shareholders who have elected to receive either an Annual Report or an Annual Review will receive a copy of Billabong’s Annual Report by post. If you are attending the meeting, please bring your Proxy Form with you to assist us in the efficient processing of your registration. Registration will commence at 9.00 am. If you are unable to attend, you may appoint a proxy to vote for you at the meeting by completing the Proxy Form that accompanies this booklet. If you intend to appoint a proxy, please return the completed Proxy Form in accordance with the directions on the form by 10.00 am (Queensland time) on Sunday, 22 November 2015. Your Directors look forward to seeing you at this meeting. Yours sincerely Ian Pollard Chair For personal use only 2 BILLABONG INTERNATIONAL LIMITED ABN 17 084 923 946 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of Billabong International Limited (“Billabong” or the “Company”) will be held at 10.00am (Queensland time) on Tuesday, 24 November 2015 at the Gold Coast Convention and Exhibition Centre, Level 1, Meeting Room 5, 2684- 2690 Gold Coast Highway, Broadbeach, Queensland. BUSINESS Financial Report and Directors’ and Auditor’s Reports To receive and consider the financial report of the Company for the year ended 30 June 2015 and the related Directors’ Report and Auditor’s Report. Re-election of Directors To consider, and if thought fit, to pass each of the following resolutions as an ordinary resolution: 1. That Dr. Ian Pollard, who retires in accordance with Article 6.3(i) of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company; and 2. That Mr. Howard Mowlem, who retires in accordance with Article 6.3(i) of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company. Remuneration Report To consider, and if thought fit, to pass the following resolution as an ordinary resolution: 3. That the Remuneration Report for the year ended 30 June 2015 be adopted. (Note: the vote on this resolution is advisory and does not bind the Directors or the Company). Issue to Mr. Neil Fiske under the Billabong International Limited Executive Incentive Plan To consider, and if thought fit, to pass the following resolution as an ordinary resolution: 4. That, for the purposes of Listing Rules 10.11 and 10.14 and for all other purposes, approval be given for the grant to Mr. Neil Fiske of up to USD $1,181,250 worth of performance rights under the Billabong International Limited Executive Incentive Plan pursuant to the long term incentive provisions of Mr. Fiske’s employment contract with Billabong, on the terms summarised in the Explanatory Memorandum accompanying this Notice of Meeting. Share Consolidation To consider, and if thought fit, to pass the following resolution as an ordinary resolution: 5. That, in accordance with Article 2.3 of the Company’s Constitution, and pursuant to section 254H of the Corporations Act 2001 (Cth) and for all other purposes, the issued capital of the Company be consolidated in accordance with the indicative timetable set out in the Explanatory Memorandom accompanying this Notice of Meeting, on the basis that: (a) every five (5) shares be consolidated into one (1) share; and (b) every five (5) options be consolidated into one (1) option and their respective exercise prices be amended in inverse proportion to that ratio; For personal use only and, where this consolidation results in a fraction of a share or an option being held, the Company be authorised to round that fraction up to the nearest whole share or option. By Order of the Board Tracey Wood Company Secretary 3 NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING Proxies If you are unable to attend the meeting, you are encouraged to appoint a proxy to attend and vote on your behalf. If you wish to appoint a proxy, please complete the Proxy Form that accompanies this booklet. Shareholders are notified that: • 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; • the appointment may specify the proportion or number of votes that the proxy may exercise; • a member who is entitled to cast two or more votes at the meeting may appoint up to two proxies and may specify the proportion or number of votes each proxy is entitled to exercise. If you appoint two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes; and • a proxy may be an individual or a body corporate and need not be a member of the Company. If a shareholder appoints a body corporate as proxy, the body corporate will need to ensure that it appoints an individual as corporate representative and provides satisfactory evidence of that appointment. You can direct your proxy how to vote by following the instructions on the Proxy Form. Shareholders are encouraged to direct their proxy how to vote on each item of business. If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on your behalf, and on a poll or on a show of hands, the shares that are the subject of the proxy appointment will not be counted in calculating the required majority. Any directed proxies that are not voted on a poll at the meeting by a shareholder’s appointed proxy will automatically default to the Chair of the meeting, who is required to vote proxies as directed on a poll. If you intend to appoint a Director (other than the Chair) or other member of the Key Management Personnel (“KMP”) or their closely related parties as your proxy, you must ensure that you direct them how to vote on Resolutions 3 and 4, otherwise they will not be able to cast a vote as your proxy on those items. If you have appointed the Chair of the meeting as your proxy (or he becomes your proxy by default), he can be directed how to vote by ticking the relevant boxes next to each item on the Proxy Form (i.e. ‘for’, ‘against’ or ‘abstain’). If you do not direct the Chair how to vote on Resolutions 3 and 4, by completing and submitting the Proxy Form you will be taken to have expressly authorised the Chair to vote your proxies as he sees fit even though Resolutions 3 and 4 are connected directly or indirectly with the remuneration of a member of the KMP. The Chair of the meeting intends to vote all undirected proxies in favour of each item of business. The Proxy Form must be received by the Company or the Company’s share registry, Computershare Investor Services Pty Limited, by 10.00 am (Queensland time) on Sunday, 22 November 2015.