Billabong International : Notice of AGM/Proxy Form and Annual Report

• Notice of Meeting

• Explanatory Memorandum

• Proxy Form

• Full Financial Report and Shareholder Review

COMPANY SECRETARY

BILLABONG INTERNATIONAL LIMITED ABN 17 084 923 946

NOTICE OF ANNUAL GENERAL MEETING 2016 AND EXPLANATORY MEMORANDUM

Notice is given that the 2016 Annual General Meeting of Billabong International Limited is to be held at

10.00 am (Queensland time) on Tuesday, 22 November 2016 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

17 October 2016

Dear Fellow Shareholder,

I am pleased to extend to you an invitation to participate in the 2016 Annual General Meeting of Billabong International Limited ("Billabong" or the "Company").

The meeting will commence at 10.00am (Queensland time) on Tuesday, 22 November 2016 at the Gold Coast Convention and Exhibition Centre, Level 1, Meeting Room 5, 2684-2690 Gold Coast Highway, Broadbeach, Queensland.

In the 2015-16 financial year the team remained focused on the global implementation of our seven-part strategy. We continued to prioritise our four key projects - Omni Channel, Sourcing & Supply Chain, Distribution & Logistics and Concept to Customer. These, when fully implemented, will provide the platforms to underpin the continued growth of our brands.

Despite operational progress and significant reductions in our costs of doing business, the financial results of the group were behind those of the prior year, principally impacted by reduced gross margins and higher tax expense.

This booklet includes the Notice for the 2016 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 9.00am. 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 10.00am (Queensland time) on Sunday, 20 November 2016.

Your Directors look forward to seeing you at this meeting. Yours sincerely

Ian Pollard Chair

BILLABONG INTERNATIONAL LIMITED

ABN 17 084 923 946

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, 22 November 2016 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 2016 and the related Directors' Report and Auditor's Report.

Re-election of Directors

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

1. That Mr. Jason Mozingo, who retires in accordance with Articles 6.3(b) and (c) 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:

2. That the Remuneration Report for the year ended 30 June 2016 be adopted.

   (Note: the vote on this resolution is advisory and does not bind the Directors or the Company).

   Approval and Adoption of the Billabong International Limited Executive Incentive Plan

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

3. To approve and adopt the Billabong International Limited Executive Incentive Plan, the terms and conditions of which are summarised in the Explanatory Memorandum accompanying this Notice of Meeting, and to approve the issue of equity securities under the Billabong International Limited Executive Incentive Plan for all purposes, including ASX Listing Rule 7.2, Exception 9.

   Award of Share Options 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. To approve the grant of 2,571,100 options to Mr. Neil Fiske pursuant to the Billabong International Limited Executive Incentive Plan and the issue of shares on the exercise of those options for the purposes of ASX Listing Rule 10.14 and for all other purposes, 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.

   Approval of termination benefits provided under the Billabong International Limited Executive Incentive Plan

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

5. That approval be given for the purposes of sections 200B and 200E of the Corporations Act 2001 (Cth) for the giving of benefits under the Billabong International Limited Executive Incentive Plan to any current or future personnel who hold a managerial or executive office in the Company or a related body corporate in connection with that person ceasing to hold a managerial or executive office in the Company or a related body corporate, on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.

By Order of the Board

Tracey Wood Company Secretary