ASX ANNOUNCEMENT ANNUAL GENERAL MEETING AND ANNUAL REPORTS GOLD COAST, 25 September 2009: The following documents will be despatched to shareholders today : - Chairman’s Letter - AGM location map - Notice of Meeting - Explanatory Memorandum - Proxy Form - Shareholder Review - Full Financial Report MARIA MANNING COMPANY SECRETARY ABN 17 084 923 946 25 September 2009 Dear Shareholder, Please accept this letter as a formal invitation to attend the 2009 Annual General Meeting of Billabong International Limited. The meeting will commence at 10.00am on Tuesday, 27 October 2009 and will be held at Conrad Jupiters, Surfers Paradise Rooms I & II, Broadbeach Island, Broadbeach, Queensland. This is the same location as the 2008 Annual General Meeting. Enclosed with this invitation is a Notice of Meeting, Explanatory Memorandum and Proxy Form. These documents, together with Billabong International Limited’s 2008-09 Full Financial Report and 2008-09 Shareholder Review, are available on the website www.billabongbiz.com. Only those shareholders who have elected to receive a Full Financial Report or Shareholder Review will receive a copy by post. If you are attending the meeting, please bring this letter with you to assist us in the efficient processing of your registration. If you are unable to attend, you may appoint a proxy to vote for you at the meeting by completing the attached Proxy Form. If you intend to appoint a proxy, please return the completed proxy form in accordance with the directions on the form by 10.00am on Sunday, 25 October 2009. Your Directors look forward to seeing you at this meeting. Yours sincerely TED KUNKEL 1 Billabong Place Please bring this letter to the Annual General Meeting for Registration Burleigh Heads QLD 4220 Australia AGM REGISTRATION The 2009 Annual General Meeting of Billabong International PO Box 283 Limited is to be held on Tuesday, 27 October 2009 at 10.00am at Burleigh Heads Conrad Jupiters, Surfers Paradise Rooms I & II, Broadbeach Island, QLD 4220 Australia Broadbeach, with registration commencing at 9.00am. Tel +61 7 5589 9899 Fax +61 7 5589 9654 www.billabongbiz.com Billabong 2009 Annual General Meeting The Billabong International Limited 2009 Annual General Meeting will be held at Conrad Jupiters, Surfers Paradise Rooms I & II, Broadbeach Island, Broadbeach, Qld Tuesday, 27 October 2009 at 10.00am Parking is available on site at Conrad Jupiters ABN 17 084 923 946 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of shareholders of Billabong International Limited will be held at Conrad Jupiters, Surfers Paradise Rooms I & II, Broadbeach Island, ABN 17 084 923 946 Broadbeach, Queensland at 10.00 a.m. on Tuesday, 27 October 2009. ORDINARY BUSINESS Financial Report and Directors’ and Audit Reports To receive and consider the Financial Report, including the Directors’ Declaration, for the year ended 30 June 2009 and the related Directors’ Report and Audit Report. Re-election of Directors 1. Mr. Gordon Merchant retires by rotation in accordance with Article 6.3 (b) of the Company’s Constitution and, being eligible, offers himself for re-election. 2. Ms. Colette Paull retires by rotation in accordance with Article 6.3 (b) of the Company’s Constitution and, being eligible, offers herself for re-election. 3. Mr. Paul Naude retires by rotation in accordance with Article 6.3 (b) of the Company’s Constitution and, being eligible, offers himself for re-election. Remuneration Report 4. That the Remuneration Report for the year ended 30 June 2009 be adopted. (Note: the vote on this resolution is advisory only and does not bind the Directors or the Company). SPECIAL BUSINESS Awards to Executive Directors under the Executive Performance Share Plan 5. That the award of up to 88,170 fully paid ordinary shares, for no consideration, to Mr. Derek O’Neill pursuant to the Billabong International Limited Executive Performance Share Plan for the financial year ended 30 June 2010 be approved for the purposes of ASX Listing Rule 10.14. 6. That the award of up to 76,262 fully paid ordinary shares, for no consideration, to Mr. Paul Naude pursuant to the Billabong International Limited Executive Performance Share Plan for the financial year ended 30 June 2010 be approved for the purposes of ASX Listing Rule 10.14. Approval of adjustment of Exercise Price of Options 7. That the amendment of the terms of grant of options granted under the Executive Performance and Retention Plan during the 2008/09 financial year to Mr. Derek O’Neill, Mr. Craig White and Mr. Shannan North to adjust the exercise price of the options in the manner set out in the Explanatory Memorandum which accompanies this Notice of Annual General Meeting, be approved. 8. That the amendment of the terms of grant of options granted under the Executive Performance and Retention Plan during the 2008/09 financial year to Mr. Paul Naude to adjust the exercise price of the options in the manner set out in the Explanatory Memorandum which accompanies this Notice of Annual General Meeting, be approved. By Order of the Board MARIA MANNING COMPANY SECRETARY 1. Voting Exclusion Statement In accordance with the ASX Listing Rules, the Company will disregard any votes cast by any director of the entity (except those directors who are ineligible to participate in any employee incentive scheme in relation to the entity) and any of their associates in relation to Resolutions 5 and 6. ABN 17 084 923 946 In accordance with the ASX Listing Rules, in relation to Resolutions 7 and 8 the Company will disregard any votes cast by a person who holds an option that is the subject of the approval and any of their associates. However, in each case the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form or it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Proxies If you are unable to attend and vote at the meeting and you wish to appoint a person who is attending as your proxy, please complete the enclosed form of proxy. This form must be received by the Company or the Company’s share registry, Computershare Investor Services Pty Limited, by 10.00 a.m. on Sunday, 25 October 2009. The completed form of proxy may be: • Mailed to the Company at PO Box 283, Burleigh Heads, Queensland, 4220; Faxed to the Company at +61 7 5589 9654; or E-mailed to [email protected]; or • Mailed to the Company’s share registry, Computershare Investor Services Pty Limited, at GPO Box 242, Melbourne, Victoria, 3001, Australia; or Faxed to Computershare Investor Services Pty Limited on 1800 783 447 or +61 3 9473 2555; or • Submitted online to the Company’s share registry by visiting the website, www.investorvote.com.au You will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and Control Number as shown on your proxy form. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website; or • www.intermediaryonline.com (for Intermediary Online Subscribers only (custodians)). Further details in respect of the resolutions to be put to the meeting are set out in the accompanying Explanatory Memorandum. The time for the purposes of determining voting entitlements pursuant to regulation 7.11.37 of the Corporations Regulations will be 7.00 p.m. (Sydney time) on Sunday, 25 October 2009. 2. EXPLANATORY MEMORANDUM Financial Report and Directors’ and Audit Reports ABN 17 084 923 946 As required by section 317 of the Corporations Act 2001 (Cth), the Financial Statements for the financial year ended 30 June 2009 together with the statement and report by the Directors and the report by the auditor will be laid before the meeting. Members will be provided with the opportunity to ask questions about the reports and the management of the Company. However, there will be no formal resolution put to the meeting in relation to this matter. Resolutions 1, 2, and 3 – Re-election of Directors Mr. Gordon Merchant retires by rotation in accordance with Article 6.3 (b) of the Company’s Constitution. Mr. Merchant has been a Non-Executive Director of the Company since 4 July 2000. Being eligible, Mr. Merchant offers himself for re-election. Ms. Colette Paull retires by rotation in accordance with Article 6.3 (b) of the Company’s Constitution. Ms. Paull has been a Non-Executive Director of the Company since 4 July 2000. Being eligible, Ms. Paull offers herself for re-election. Mr. Paul Naude retires by rotation in accordance with Article 6.3 (b) of the Company’s Constitution. Mr. Naude has been an Executive Director of the Company since 14 November 2002. Being eligible, Mr. Naude offers himself for re-election. The Board (in each case, in the absence of the relevant director) unanimously recommends that shareholders vote in favour of the re-election of Mr. Gordon Merchant, Ms. Colette Paull and Mr. Paul Naude. Resolution 4 – Remuneration Report Section 250R of the Corporations Act 2001 (Cth) requires that the Company’s members vote on whether or not the Remuneration Report should be adopted. This vote is advisory only and the outcome will not be binding on the Directors or the Company. The Remuneration Report is set out on pages 10 to 26 of the Directors’ Report in the Company’s 2008/09 Full Financial Report.