ACCENT GROUP LIMITED — AGM Information 2023

Oct 15, 2023

ASX Announcement 16 October 2023

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2023 Notice of Annual General Meeting

Accent Group Limited (ASX:AX1) attaches the 2023 Notice of Annual General Meeting and Voting Form which was distributed to shareholders today.

Accent Group’s 2023 Notice of Annual General Meeting and Voting Form can also be viewed online at https://www.accentgr.com.au/investor/investor-information.

For further information contact : Alethea Lee, Company Secretary T: +61 2 8310 0028

The release of this announcement was authorised by Alethea Lee, Company Secretary.

Accent Group Limited ABN 85 108 096 251 2/64 Balmain Street PO Box 213 Richmond Victoria 3121 www.accentgroup.com.au

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ABN: 85 108 096 251
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NOTICE OF MEETING 2023

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Notice of Annual General Meeting

Notice is given that the 2023 Annual General Meeting (“AGM” or “Meeting”) of Accent Group Limited (“Company”) will be held as follows:

Date: Friday, 17 November 2023 Time: 10:00am (AEDT) Venue: In-person at Accent Group Limited, 2/64 Balmain Street, Cremorne VIC 3121 Online at https://meetnow.global/MVLH6JN (meeting ID MVLH6JN)

ITEMS OF BUSINESS

Item 1: Financial statements and reports

To receive and consider the Company’s Financial Report, together with the Directors’ Report and Auditor’s Report, for the year ended 2 July 2023.

Item 2: Adoption of the Remuneration Report

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

“That the Remuneration Report as set out in the Annual Report of the Company for the year ended 2 July 2023 be adopted.”

Item 3: Re-election of Director

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

“That Mr Michael Hapgood, who retires in accordance with clause 22.1 of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.”

Item 4: Appointment of new auditor

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

“That PricewaterhouseCoopers, who have consented in writing to act as auditor of the Company, be appointed auditor of the Company.”

Item 5: Grant of Performance Rights to a Director and related party, Mr Daniel Agostinelli

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

“That, for the purposes of section 200B of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, shareholders approve the grant by the Company to Mr Daniel Agostinelli of 1,225,831 Performance Rights, as outlined in the Explanatory Statement which accompanies and forms part of this Notice.”

The proposed items of business should be read in conjunction with the explanatory notes set out in this Notice of Meeting.

VOTING EXCLUSIONS

For all resolutions that are directly or indirectly related to the remuneration of a member of the Key Management Personnel (KMP) of the Company (being the resolution set out in Items 2, 4 and 5), the Corporations Act 2001 (Cth) (Corporations Act) restricts KMP and their closely related parties from voting in certain circumstances.

A ‘closely related party’ is defined in the Corporations Act and includes a spouse, dependent and certain other close family members, as well as any companies controlled by the KMP.

Voting exclusions for Item 2 (Remuneration Report)

No votes may be cast, and the Company will disregard any votes cast, on the resolution set out in Item 2:

• a. by, or on behalf of, a member of the KMP named in the Remuneration Report and their closely related parties, in any capacity; or

• b. as a proxy by a person who is a member of the KMP at the date of the Meeting or who is a closely related party of a member of the KMP,

unless the vote is cast as a proxy for a person entitled to vote on Item 2:

• c. in accordance with a direction on the proxy form; or

• d. by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy as the Chairman sees fit even though the resolution is connected directly or indirectly with the remuneration of a KMP.

The Chairman intends to vote undirected proxies FOR the resolution in Item 2.

Accent Group Limited Notice of Annual General Meeting 2023

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Notice of Annual General Meeting

Voting exclusions for Item 3 (Re-election of Director) There are no voting exclusions for Item 3.

The Chairman intends to vote undirected proxies FOR the resolution in Item 3.

Voting exclusion for Item 4 (Approval of new auditor) There are no voting exclusions for Item 4.

The Chairman intends to vote undirected proxies FOR the resolution in Item 4.

REGISTRATION

Shareholders wishing to attend the Meeting online can register to participate in the Meeting via the online platform at https://meetnow.global/MVLH6JN (meeting ID MVLH6JN).

In-person and online registration for the Meeting will commence from 9:30am (Melbourne time) on Friday, 17 November 2023.

HOW TO VOTE

Voting exclusions for Item 5 (Grant of Performance Rights to a Director)

The Company will disregard any votes cast in favour of the resolution in Item 5:

• a. by Mr Daniel Agostinelli or his associates regardless of the capacity in which the vote is cast; or

• b. as a proxy by a person who is a member of the KMP at the date of the Meeting or who is a closely related party of a member of the KMP.

However, votes will not be disregarded if they are cast by:

• a. a person as a proxy or attorney for a person who is entitled to vote on the resolution in Item 5, in accordance with the directions given to the proxy or attorney to vote on the resolution in Item 5 in that way; or

• b. the Chairman of the Meeting as proxy for a person who is entitled to vote on the resolution in Item 5, pursuant to an express authorisation to exercise the proxy as the Chairman sees fit; or

• c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chairman intends to vote undirected proxies FOR the resolution in Item 5.

ELIGIBILITY TO PARTICIPATE AND VOTE

You are eligible to participate and vote at the Meeting if you are a registered holder of shares of the Company at 7:00pm (AEDT) on Wednesday, 15 November 2023. Transactions registered after that time will be disregarded in determining which shareholders are entitled to vote at the Meeting.

If more than one joint holder of shares participates in the Meeting (whether personally, by proxy, by attorney or by representative) and votes, only the vote of the joint holder whose name appears first on the register will be counted.

Direct voting – prior to the Meeting

You may vote directly on resolutions considered at the Meeting without attending the Meeting or appointing a proxy.

You may cast a direct vote prior to the Meeting either online at www.investorvote.com.au or by completing and submitting a Voting Form.

To vote by direct vote, mark Box “A” (in “Step 1”) on the Voting Form. You must complete the voting directions for Items 2, 3, 4 and 5 (in “Step 2”) by marking “For”, “Against” or “Abstain” for your vote to be counted.

If you cast a direct vote prior to the Meeting, you may still participate in the Meeting. If you participate in the Meeting, the Chair has determined that your direct vote will not be cancelled unless you cast a live vote during the Meeting or complete and submit a poll voting card on the day.

Voting at the Meeting

Eligible shareholders may attend the Meeting and vote in person.

You may still attend the Meeting and vote in person even if you have lodged a direct vote or appointed a proxy prior to the Meeting. You will be provided with a poll voting card on the day. If you have previously submitted a Voting Form and you vote during the Meeting, your vote at the Meeting will cancel your direct vote (unless you instruct the Company or Computershare otherwise) or suspend your proxy appointment while you are present at the Meeting.

While you are not required to submit your Voting Form if you attend the Meeting in person, please bring your personalised Voting Form with you as it will help you register your attendance at the Meeting. If you do not bring your Voting Form with you, you can still attend the Meeting but representatives from Computershare will need to verify your identity.

Voting online – during the Meeting

Online attendees will be able to vote in real-time during the Meeting when invited by the Chair. You will be able to vote for, against or abstain in relation to each item through the online platform.

All resolutions at the Meeting will be determined by way of a poll. You may vote by attending the AGM in person, by proxy or personal/corporate representative.

Accent Group Limited Notice of Annual General Meeting 2023

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Notice of Annual General Meeting

Voting by proxy

If you are entitled to attend and vote at the Meeting, you can appoint a proxy to attend and vote on your behalf. A proxy need not be a shareholder of the Company and may be an individual or a body corporate. If you are entitled to cast two or more votes, you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify the proportion or number, each proxy may exercise one half of the votes.

You may specify the way in which your proxy is to vote on each resolution by marking the boxes ‘for’, ‘against’ or ‘abstain’ on your proxy form, or you may allow the proxy to vote at his or her discretion. If you appoint the Chairman as proxy (or the Chairman becomes your proxy by default) and you do not direct the Chairman how to vote, then you are expressly authorising the Chairman to exercise your proxy as the Chairman decides.

The Chairman intends to vote in favour of each item of business (where permissible).

If you appoint a proxy and direct them how to vote, and your proxy does not attend the Meeting or does not vote if a poll is called on an item of business, your directed proxies will automatically default to the Chairman, who is required to vote proxies as directed on a poll.

Lodging your voting or proxy form

You can lodge your completed voting or proxy form with the Company’s share registry, Computershare Investor Services Pty Limited (“Computershare”), either:

• online at www.investorvote.com.au;

• by fax on +61 3 9473 2555; or

• by post to GPO Box 242, Melbourne, VIC 3001.

To be valid, your proxy form must be received by Computershare no later than 10:00am (AEDT) on Wednesday, 15 November 2023, being 48 hours before the start of the AGM. If the proxy form is signed by an attorney, the original power of attorney under which the proxy form was signed (or a certified copy) must also be provided to Computershare when you lodge the proxy form.

Corporate representatives

A corporate shareholder may appoint a person to act as its representative at the Meeting by providing that person with a properly executed letter or another document confirming that they are authorised to act as the corporate shareholder’s representative. You can download an ‘Appointment of Corporate Representative’ form from Computershare’s website at www.investorcentre.com/au and select “Printable Forms”. The document must be lodged with the Company before the Meeting and the Company will retain such document.

VIRTUAL PARTICIPATION AND QUESTIONS

Shareholders will be able to participate in the Meeting virtually via an online platform provided by Computershare. For detailed steps on how to participate in the Meeting virtually, please refer to the Online Meeting Guide available at www.accentgr.com.au/for-investors.

The AGM will be webcast live from the website at https://meetnow.global/MVLH6JN (meeting ID MVLH6JN). If you choose to participate online, you will be able to view and listen to the live webcast of the Meeting, speak and ask the Meeting questions (through the online Meeting platform) and submit your votes in real time.

Even if you are planning on participating in the Meeting in real time, we encourage you to submit a proxy and any questions ahead of the AGM to avoid any technical issues that may occur on the day. You can submit an online question when voting online prior to the AGM at www.investorvote.com.au.

By order of the Board

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Alethea Lee Company Secretary 16 October 2023

Accent Group Limited Notice of Annual General Meeting 2023

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Explanatory Notes

1. Financial Statements

The Company’s Financial Report, Directors’ Report and Auditor’s Report for the year ended 2 July 2023 are set out in its annual report, available at https://www.accentgr.com.au/investor/investor-information.

There is no requirement for shareholders to vote on these reports, but shareholders will be given a reasonable opportunity at the AGM to ask questions about or make comments on the management of the Company. Shareholders will also be given a reasonable opportunity at the AGM to ask the Company’s auditor, PricewaterhouseCoopers, questions about the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of PricewaterhouseCoopers in relation to the conduct of the audit.

The Board will continue to review KMP remuneration to ensure that it aligns with the Company’s strategy, motivates management and supports the delivery of superior and sustainable long-term returns to shareholders. As part of the review process, the Company will continue to engage with its major shareholders and proxy advisors.

In accordance with the Corporations Act, the Company is required to present the Remuneration Report to its shareholders at the AGM and shareholders will be asked to vote on this item. The vote is advisory only and does not bind the Directors or the Company, but the Directors will have regard to the outcome of the vote and the discussion at the AGM when determining the Company’s remuneration strategy.

A voting exclusion statement is included in the Notice of Meeting.

2. Remuneration Report

The Company’s Remuneration Report for the year ended 2 July 2023 (“Remuneration Report”) is set out on pages 19 to 34 of the Company’s annual report, available at https://www.accentgr.com.au/investor/investor-information.

The Board continues to respond to feedback received from shareholders and their advisors in relation to the Company’s remuneration practices and will continue to maintain the same level of transparency provided in the Remuneration Report in relation to STI disclosures.

In relation to the Company’s LTI program, the Board still considers a single metric program, using earnings per share (‘EPS’) as the measure, to be the best approach for the delivery of a scheme that is easy for participants to understand and thus creates real incentive during the year, and that aligns management performance with shareholder value creation. While the Company has implemented multi-metric approaches in prior LTI schemes, it found that the complexity detracted from the effectiveness of the scheme. Participants were unable to determine for themselves how their performance measured up against the target until the calculation was done by experts after the end of the relevant period. Since implementing a single, EPS-only methodology, members of management can calculate for themselves and monitor their performance against target metrics regularly during the period, and the outcomes have been demonstrably better. Accordingly, the Board still considers a single metric program using EPS as the measure to be the best approach for aligning management performance with shareholder value creation.

Board Recommendation

The Board unanimously recommends that shareholders vote in favour of the resolution in Item 2.

As stated in the Notice of Meeting, each of the KMPs whose remuneration is included in the Remuneration Report and closely related parties of those KMPs are not eligible to vote on this resolution, except as set out in the Notice of Meeting.

3. Re-election of Director

Mr Michael Hapgood is retiring by rotation in accordance with the Company’s Constitution. Mr Hapgood is eligible to stand for re-election. His experience and expertise is set out below.

Mr Michael Hapgood

Non-Executive Director

A founding Director and shareholder of Accent Group, Mr Hapgood has extensive knowledge of the processes required to effectively launch, source and manage global brands within the Australasian market.

From Accent Group’s inception, Mr Hapgood has been intimately involved in the development of all major strategic initiatives for the business initially from 1988 as marketing director before becoming CEO in 1998 until the sale to RCG Group in May 2015. Mr Hapgood then became Accent Group’s Chairman until August 2016 when all ongoing executive roles were relinquished.

Accent Group Limited Notice of Annual General Meeting 2023

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Explanatory Notes

Mr Hapgood is related to two of the senior executives of the Company and is not considered independent. However, as a non-executive director, Mr Hapgood is independent from the day-to-day operating decisions of the business and therefore able to bring clarity and independent thought to matters before the Board. Due to his familial links with two executives, Mr Hapgood does not participate in any Board matters relating to management remuneration other than the CEO. He is a member of the Digital Strategy Group.

Board Recommendation

The Directors (with Mr Hapgood abstaining) unanimously support the re-election of Mr Hapgood and recommend that shareholders vote in favour of the resolution in Item 3.

4. Appointment of new auditor

PricewaterhouseCoopers was appointed auditor by the Board during the year and offers itself for re-election at the annual general meeting.

Matthew Durbin, a member of the Company, has nominated PricewaterhouseCoopers who is eligible and have consented to act if appointed.

Pursuant to subjection 328B(3) of the Corporations Act 2001 , a copy of the nomination is attached at Annexure A.

Board Recommendation

The Board unanimously recommends that shareholders vote in favour of the resolution in Item 4.

5. Grant of Performance Rights to a Director and related party, Mr Daniel Agostinelli

Background

Item 5 seeks shareholder approval to grant to Mr Daniel Agostinelli, the Company’s CEO and Executive Director, 1,225,831 Performance Rights under the Company’s Performance Rights Plan (“Plan”). A summary of the key terms of the Plan is set out in Schedule A.

The Performance Rights proposed to be granted to Mr Agostinelli entitle him to acquire up to a maximum of 1,225,831 fully paid ordinary shares in the Company (“Shares”) at the end of the three-year assessment period ending 28 June 2026. Specifically, if the relevant Vesting Conditions (as summarised below) are satisfied (or waived), the Performance Rights proposed to be granted to Mr Agostinelli will vest on a sliding scale as follows:

Compound per annum EPS growth over the three-year period
ending 28 June 2026	Number of Shares that Mr Agostinelli will acquire
Less than 9%per annum(below_threshold_)	Nil
9%per annum(at_threshold_)	408,610
9%-14%per annum	Straight linepro rata between 408,610 and 817,221
14%per annum(at_target_)	817,221
14%-18%per annum	Straight linepro rata between 817,221 and 1,225,831
18% orgreaterper annum(at_stretch_)	1,225,831

Any Shares acquired by Mr Agostinelli under this proposed ‘Tranche 7’ of the Plan (as proposed by Item 5) will also be subject to a 12-month escrow period and Mr Agostinelli will be restricted from dealing with the Shares until 1 September 2027.

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Explanatory Notes

A summary of Mr Agostinelli’s existing and proposed additional Performance Rights is as follows:

		Number of
	Last year of	outstanding
	assessment	Performance
Tranche(grant date)	period	Rights
Tranche 1 (11 Jan 2017)	-	Nil1
Tranche 2 (27 Dec 2017)	FY22	Nil2
Tranche 4 (30 Nov 2019)	FY23	795,031
Tranche 5 (18 Nov 2020)	FY24	1,222,930
Tranche 6 (23 Nov 2021)	FY25	1,018,100
TOTAL (currently on issue)		3,036,061
Proposed Tranche 7 (as proposed by Item 5)	FY26	1,225,831
TOTAL (including Proposed Tranche 7)		4,261,892

1 Mr Agostinelli was granted 371,526 Tranche 1 Performance Rights, of which 319,512 vested into Shares on 9 November 2019 and 52,014 have expired.

2 All 5,500,000 Performance Rights granted to Mr Agostinelli under Tranche 2 have vested.

Reasons for the additional grant of Performance Rights

In 2017, the Board set a long-term strategic objective of delivering shareholders a minimum 10% per annum compounding Earnings Per Share (“EPS”[1] ) growth over the ensuing five years to the end of FY22, whilst maintaining a healthy dividend payout ratio. In 2017, Mr Agostinelli was granted his Tranche 1 and Tranche 2 Performance Rights as detailed above based on this long-term strategic objective.

In 2019, Mr Agostinelli was granted an additional 795,031 Performance Rights under Tranche 4, with a four-year assessment period to the end of FY23.

In 2020, Mr Agostinelli was granted an additional 1,222,930 Performance Rights under Tranche 5, with a four-year assessment period to the end of FY24.

In 2021, Mr Agostinelli was granted an additional 1,018,100 Performance Rights under Tranche 6, with a four-year assessment period to the end of FY25.

In relation to current Tranches 3 to 6 of the Plan:

• Tranches 3 and 4 have a single performance measure requiring the achievement of 10% compounding EPS growth over the performance period;

• Tranches 5 and 6 have a sliding scale performance metric, requiring the achievement of compounding EPS growth over the relevant performance period of:

• 8% threshold, 10% target and 15% stretch for Tranche 5

• 9% threshold, 11% target and 16% stretch for Tranche 6.

The Board periodically evaluates the impact and relevance of these performance measures and considers them to be effective in achieving the stated objectives, given that the Plan has been successful in driving outstanding performance since its inception in FY17, with compounding EPS growth p.a. of 19% achieved over the last seven years.

The Board decided not to make any LTI grants in FY23. Due to the highly disrupted FY22 year, it was determined that it was inappropriate to use the FY22 results as the base for a future rights tranche.

Given no tranche in FY23 was granted, to ensure consistency in the Plan, the Performance Rights which are proposed to be granted pursuant to Item 5 (Tranche 7) will be measured over a three-year assessment period to the end of FY26. While it has a shorter assessment period, Tranche 7 will largely follow the same structure as that for Tranche 6, except that the performance requirement thresholds have been varied from those which applied for Tranche 6, as set out below.

The maximum number of 1,225,831 Performance Rights proposed to be granted to Mr Agostinelli (at stretch) under Tranche 7 have a fair value of $2,079,197 (as set out below). The number of Performance Rights have been determined based on 150% of Mr Agostinelli’s FY23 total fixed remuneration, divided by the volume weighted average price of the Company’s shares over the ten trading days (“10-day VWAP”) following Wednesday, 24 August 2023, being the date on which the Company released its results for the financial year ended 2 July 2023 (that 10-day VWAP being, $2.08).

1 EPS refers to the Company’s Diluted Earnings Per Share as detailed in Note 45 of the Company’s 2017 annual report.

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Explanatory Notes

The number of Shares that Mr Agostinelli will be entitled to acquire in respect of the Tranche 7 Performance Rights depends on the Company’s performance over the three-year period to 28 June 2026. Importantly, the performance measure required for at target performance (noting the Board’s objective of delivering at least 10% per annum compounding EPS growth) has now increased to 14% per annum compounding EPS growth. Should that target of 14% be achieved, Mr Agostinelli’s Tranche 7 Performance Rights will vest and may be exercised into 817,221 Shares, being 100% of his FY23 total fixed remuneration (at the 10-day VWAP of $2.08).

Having regard to previous feedback provided to the Company in relation to the cliff vesting of the previous tranches issued under the Plan, the Board has maintained sliding scale performance requirements for Tranche 7:

• a threshold performance requirement of 9% per annum compound EPS growth over the three-year period to 28 June 2026, which would entitle Mr Agostinelli to acquire 408,610 Shares, being 50% of his FY23 total fixed remuneration (at the 10-day VWAP of $2.08). Mr Agostinelli will not be entitled to acquire any Shares if the compound EPS growth for the period is less than 9% per annum;

• a target performance requirement of 14% per annum compound EPS growth over the three-year period to 28 June 2026, which would entitle Mr Agostinelli to acquire 817,221 Shares, being 100% of his FY23 total fixed remuneration (at the 10-day VWAP of $2.08); and

• – a stretch performance requirement of 18% per annum compound EPS growth over the three-year period to 28 June 2026, which would entitle Mr Agostinelli to acquire 1,225,831 Shares, being 150% of his FY23 total fixed remuneration (at the 10-day VWAP of $2.08),

with straight line pro rata vesting applying between the achievement of threshold, target and stretch annual compound EPS growth, as set out above.

The Board has determined that long term EPS growth above 14% per annum is in the top quartile of historic performance for ASX200/300 companies over the last 10 years and is likely to be a strong proxy for top quartile company performance for comparable companies over the three-year period to 28 June 2026. Accordingly, the Board considers that the target EPS growth of 14% per annum continues to be an appropriate target for driving strong shareholder returns.

As per Tranche 6, the Board has determined to include a stretch target, increased to 18% per annum in Tranche 7 to have targets beyond the 14% per annum compound EPS growth. The delivery of that stretch target EPS over the three years to 28 June 2026 would be extremely value adding for shareholders and supports the maximum potential number of Shares that Mr Agostinelli would be entitled to acquire in that case.

Vesting Conditions

Subject to the terms of the Plan, the Performance Rights proposed to be granted to Mr Agostinelli under Tranche 7 will be subject to the following vesting conditions (which must be satisfied or waived by the Board):

1. Performance condition: As set out above, the Performance Rights will vest according to a sliding scale based on the achievement of compound EPS growth over the three-year assessment period to 28 June 2026 of between 9% per annum (threshold), 14% per annum (target) and 18% per annum (stretch) (as calculated by the Board and subject to any adjustments that the Board, in its absolute discretion, deems reasonable). This performance condition will be measured on a statutory post AASB-16 basis with the reference diluted EPS for the base year being 15.62 cents per share. The required FY26 EPS for this performance condition to be satisfied is as follows:

	FY23	FY26
	statutory	statutory
	diluted EPS	diluted EPS
Performance	(cents per	(cents per	% annual EPS
requirement	share)	share)	growth
Threshold	15.62	20.23	9%
Target	15.62	23.14	14%
Stretch	15.62	25.66	18%

It is important to note that statutory diluted EPS takes into account the Company’s statutory net profit, including the cost of the Plan and the dilutive impact of the Performance Rights that are expected to convert into Shares. On this basis, the absolute net EPS delivered to shareholders at target would be 14% after all the costs of the Plan are factored in.

1. Service condition: The second condition is that Mr Agostinelli must be continuously employed by an entity of the Group for the period to 1 September 2026 and must not have resigned as an employee by that date.

The Plan also contains standard malus provisions giving the Board the ability to clawback any unfair benefits received by a participant where a Performance Right has vested or may vest (including during the 12-month escrow period described below) as a result of the fraud, dishonesty, breach of obligations or knowing material misstatement of financial statements by the participant or by any other employee of the Group. These provisions allow the Board to (among other things) determine that a Share acquired after satisfaction of the vesting conditions will be forfeited in the circumstances set out above, in which case that Share may be bought back and cancelled for nominal consideration.

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Explanatory Notes

All Shares issued to Mr Agostinelli on exercise of the Performance Rights for which approval is being sought under this Item 5 will also be subject to an escrow arrangement under which Mr Agostinelli will be restricted from dealing with the Shares until 1 September 2027. There are limited circumstances in which the Shares may be released from escrow prior to 1 September 2027.

Accordingly, the vesting conditions attaching to the Performance Rights and the corresponding escrow arrangements provide a powerful incentive for Mr Agostinelli to continue to drive long term value creation for shareholders and deliver the targeted performance outcomes set by the Board.

The Board continues to be of the view that EPS growth is the most appropriate performance condition for the Company’s long term remuneration strategy, being a widely used and well understood indicator of company performance and a long-term driver of shareholder value creation through the link to share price and dividend growth. EPS growth represents a transparent and well understood metric for both shareholders and management that is not subject to market outcomes but rather is a direct outcome of the strategic and operational efforts of the management team over time. EPS also incorporates all the aspects of a Company’s financial performance that are within management’s control.

The Board considered the inclusion of additional performance conditions (such as total shareholder return, as had been the case in previous tranches under the Plan), but management feedback has consistently been that such additional conditions are complex to calculate and therefore do not act as an effective management incentive. By contrast, the Company has achieved superior performance while EPS growth has been the sole performance condition under the Company’s long-term remuneration plan. The Board has therefore determined that continuing compound EPS growth as the sole performance condition is both appropriate and in the best interests of shareholders.

Shareholder approval – ASX Listing Rules

ASX Listing Rule 10.14 requires shareholders to approve the proposed grant of Performance Rights under Item 5 to Mr Agostinelli, being a Director of the Company.

If approval is given for the grant of the Performance Rights under ASX Listing Rule 10.14, approval is not required for the allocation and issue of Shares on vesting and exercise of any Performance Rights under ASX Listing Rule 7.1, and separate approval is not required under ASX Listing Rule 10.11 (which provides a general restriction against issuing securities to directors without shareholder approval).

If the resolution in Item 5 is not passed, the Board will need to consider alternative remuneration arrangements which are consistent with the Company’s remuneration principles, while maintaining the competitiveness of Mr Agostinelli’s remuneration. This might include a cash payment to Mr Agostinelli at the end of the three-year performance period equivalent in value to the Performance Rights he would have received had shareholder approval been obtained.

Information required by ASX Listing Rule 10.15

For the purposes of ASX Listing Rule 10.15, the following additional information is provided to shareholders in relation to Item 5:

Information	Disclosure
The number and class	1,225,831 Performance Rights that will entitle Mr Agostinelli to acquire up to a maximum of
of securities proposed	1,225,831 Shares if the stretch target of 18% per annum compound EPS growth is achieved or
to be issued	waived (and such other conditions attaching to the Performance Rights are satisfied or waived in
	accordance with the terms of the Plan).
Details of the	Mr Agostinelli’s total current remuneration package is comprised of the following:
Director’s current total remuneration package	– Total fixed remuneration (inclusive of superannuation and leave benefits) of $1,700,000; – Short term cash incentives with a maximum opportunity of up to $1,700,000; and
	– Long term share-based incentives, including all Performance Rights received prior to the date
	of the Meeting, and the Performance Rights for which approval is being sought under item
	5 which, as at the date of this Notice, have an estimated fair value of $2,079,197 (if the stretch
	target of 18% per annum compound EPS growth is achieved over the three-year period ending
	28 June 2026).
	Further details of Mr Agostinelli’s remuneration package are set out in the Remuneration Report in
	the Company’s 2023 Annual Report.

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Explanatory Notes

The number of	Mr Agostinelli has previously received 9,947,655 Performance Rights, of which 5,819,512 have
securities that have	vested and been exercised into 5,819,512 Shares and 52,014 have expired (such vested and expired
previously been issued	Performance Rights comprised Mr Agostinelli’s Tranche 1 and 2 Performance Rights). These
to the Director under	Performance Rights were granted for no consideration following shareholder approval at the
the Plan	Company’s 2016, 2017, 2019, 2020 and 2021 AGMs.
Details of the	A summary of the key terms of the Plan is contained in Schedule A and further details of the
Performance Rights	relevant vesting conditions are set out above.
	The Board has determined to grant Performance Rights to Mr Agostinelli because the
	Performance Rights link the ultimate value of the benefit provided to Mr Agostinelli to the
	continued growth of the Company and therefore provide an incentive for Mr Agostinelli to ensure
	the Company continues to deliver superior and sustainable growth in shareholder value.
	The Company has valued the Performance Rights using a Black-Scholes option pricing model,
	based on the following assumptions:
	– share price of $2.082;
	– risk-free rate of 4.10%;
	– dividend yield of 6.8%;
	– volatility factor of 25.00%; and
	– time to maturity of 3 years.
	As set out above, as at the date of this Notice, the Tranche 7 Performance Rights have an estimated
	fair value of up to $2,079,197 (if the stretch target of 18% per annum compound EPS growth is
	achieved).
The date(s) on or by	If Item 5 is approved by shareholders, the Board intends to grant the Performance Rights to
which the Company will	Mr Agostinelli as soon as practicable after the AGM, but in any event no later than 12 months after
issue the Performance	the AGM.
Rights to the Director
The price at which the	The Performance Rights will be granted for no consideration. In addition, once vested, the
Company will issue the	Performance Rights become immediately exercisable. Following exercise of the Performance
Performance Rights to	Rights, the Company must either issue the number of Shares for every Performance Right
the Director	exercised based on the sliding scale of vesting described above or pay an equivalent cash amount
	in accordance with the terms of the Plan. The Shares will be issued for no consideration and will be
	subject to the 12-month escrow arrangements described above.

The Company advises that no loan will be made by the Company to Mr Agostinelli in relation to the acquisition of the Performance Rights or any Shares resulting from the exercise of the Performance Rights.

Details of any Performance Rights issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Plan after the resolution in Item 4 is approved and who were not named in this Notice will not participate until approval is obtained under that rule.

A voting exclusion statement is included in the Notice.

Corporations Act - Acceleration of vesting

Part 2D.2, Division 2 of the Corporations Act provides that a listed company must not permit a person in a managerial or executive office (including a director) to receive a benefit in connection with their retirement or removal from office or employment (“Termination Benefit”), except with respect to certain statutory exceptions, over the applicable ‘base salary amount’ without shareholder approval.

Under the Plan, where a participant ceases to be an employee of an entity of the Group, all unvested Performance Rights held by that participant will lapse. However, in such circumstances, the Board has the discretion to otherwise determine how Performance Rights are to be treated. For example, where the reason for that participant ceasing employment is because of death, total and permanent disability, retirement or redundancy (as determined by the Board) or any other reason with the approval of the Board, the Board may determine that some or all of the Performance Rights held by that participant do not lapse. In addition, in the event of a “Change of Control Event” (which includes a takeover, scheme of arrangement or winding-up of the Company), in respect of a participant’s unvested Performance Rights:

2 Being the 10-day VWAP following Thursday, 24 August 2023, being the date on which the Company released its results for the financial year ended 2 July 2023.

Accent Group Limited Notice of Annual General Meeting 2023

10

Explanatory Notes

(i) such Performance Rights shall automatically and immediately vest from the date of the event in the proportion that the Company’s share price has increased since the date of grant of the Performance Rights; and (ii) the Board may determine that all or a specified number of the participant’s remaining unvested Performance Rights automatically and immediately vest.

The Board has formed the view that should the Performance Rights of Mr Agostinelli not automatically lapse on cessation of employment, the value of the Performance Rights provided to him may be considered a Termination Benefit. Similarly, in the event that the Performance Rights granted to Mr Agostinelli vest on a “Change of Control Event”, the value of the Performance Rights provided may be considered a Termination Benefit (particularly if he is no longer employed by the Company after the relevant “Change of Control Event”). Accordingly, shareholder approval is being sought for any such benefit which Mr Agostinelli may receive under the Plan.

If shareholders approve the resolution in Item 5, the maximum number of Performance Rights that may vest upon the retirement or removal from office of Mr Agostinelli under the Plan will be the number of Performance Rights granted to him under Item 5 as detailed above (plus the number of Performance Rights previously granted to him). However, the actual number of Performance Rights that may vest upon retirement or removal from office will depend on a range of factors. Accordingly, the precise value of the affected Performance Rights cannot be ascertained at this time. Matters, events and circumstances that will, or are likely to, affect the calculation of that value include the following:

• the number of unvested Performance Rights held by Mr Agostinelli prior to the cessation of engagement/ employment;

• the extent to which the relevant Performance Conditions attaching to the Performance Rights before they vest and are exercisable are met at the time;

• the period that has elapsed at that time since the effective grant of the Performance Rights;

• the reasons for cessation of engagement/employment;

• the number of Performance Rights that vest; and

• the Company’s share price at the date of vesting.

The Company will calculate the value of the Performance Rights on the basis of the prevailing share price of the Company at the time.

Board Recommendation

The Directors (other than Mr Agostinelli), unanimously recommend that Shareholders vote in favour of the resolution in Item 5.

Schedule A - Summary of key terms of the Performance Rights Plan

Objects	The objects of the Performance Rights Plan (the “Plan”) are to:
	a. align the interests of employees of the Group with those of shareholders;
	b. provide employees of the Group who are considered to be key to the future success of
	the Company with the opportunity to receive Shares in order to reward, and retain the
	services of, those persons; and
	c. recognise employees of the Group for their contribution to the future success of the
	Company.
Eligibility and grant of	The Board may, from time to time, grant Performance Rights to an Eligible Person (as
Performance Rights	defined below) upon the terms set out in the Plan and upon such additional terms and
	conditions, including any Performance Conditions, as the Board determines (which may
	include granting Performance Rights in tranches). The Board may only grant Performance
	Rights where an Eligible Person continues to satisfy any relevant conditions imposed by
	the Board (which may include that the Eligible Person continues to be an employee and/or
	Director (as applicable) of an entity of the Group at the relevant time).

Accent Group Limited Notice of Annual General Meeting 2023

11

Explanatory Notes

Performance Rights	Unless the Board determines otherwise:
	a. each Performance Right generally entitles its holder, upon vesting and exercise of that
	Performance Right, to either:
	i. one ordinary share in the capital of the Company (“Share”), which may be provided
	by way of the issue of a new Share or transfer of an existing Share (a “Performance
	Share”); or
	ii. a cash amount equal to the volume weighted average price of the Company’s
	Shares on the ASX at close of trading of the ASX over the 10 trading days up to and
	including the date that the Performance Right vested;
	b. no payment is required for the grant of a Performance Right;
	c. each Performance Right is unlisted and will not be quoted on the ASX; and
	d. Performance Rights do not confer on the holder any entitlement to any dividends or
	other distributions by the Company or any right to attend or vote at any general meeting
	of the Company.
Eligible Persons	An Eligible Person means an employee of any entity of the Group who the Board
	determines to be eligible to participate in the Plan. An Eligible Person may include an
	executive Director of the Company, but may not include a non-executive Director of the
	Company.
Performance	A Performance Condition is any condition determined by the Board which must be
Conditions	satisfied or circumstances which must exist before a Performance Right vests and a person
	who holds a Performance Right can, if they so determine, exercise the Performance Right
	(“Performance Condition”).
Vesting of Performance	A Performance Right will not vest unless:
Rights	a. the Performance Conditions attaching to the Performance Right have been satisfied or
	have otherwise been waived by the Board in its absolute discretion; or
	b. the Board otherwise determines in accordance with the terms of the Plan (which
	includes in the event of a takeover, scheme of arrangement or winding-up of the
	Company as summarised below).
Lapsing of Performance	An unvested Performance Right will lapse in various prescribed circumstances, unless the
Rights (including malus)	Board determines otherwise. Such circumstances include:
	a. the circumstances specified by the Board on or before the grant of the Performance
	Right;
	b. if a participant ceases to be, or resigns from their position as, an employee of an entity of
	the Group for any reason or they cease to satisfy any other relevant conditions imposed
	by the Board at the time of the grant of the Performance Rights;
	c. failure to meet the Performance Conditions attaching to the Performance Right or any
	Performance Conditions no longer, in the opinion of the Board, being capable of being
	satisfied in accordance with their terms; and
	d. if, in the opinion of the Board, a participant acts fraudulently or dishonestly, is in breach
	of their material duties or obligations to any entity of the Group, has committed an act of
	harassment or discrimination or has done any act which has brought the Group or any entity
	of the Group into disrepute (this may also apply to any vested and unexercised Performance
	Rights of the Participant).

Accent Group Limited Notice of Annual General Meeting 2023

12

Explanatory Notes

Unfair Performance	Under the Plan, the Board has certain rights to clawback any unfair benefits received by a
Right benefits	participant where a Performance Right has vested (or may vest) or a Performance Share has
(clawback)	been issued as a result of the fraud, dishonesty, breach of obligations or knowing material
	misstatement of financial statements by the participant or by any other employee of the
	Group. Such rights include the right to determine that the Performance Right has not
	vested (or will not vest) and/or to determine any treatment in relation to the Performance
	Right (including resetting Conditions and/or new Performance Rights be granted) and/
	or any benefit obtained by the participant from the exercise of the Performance Right
	(including deeming Performance Shares to be forfeited and bought back and cancelled for
	nominal consideration and/or demanding that the participant repays to the Company any
	such benefit).
Trading of Performance	Each Performance Right cannot be traded other than with the prior written consent of
Rights	the Board or by force of law upon death of the holder of the Performance Right (and then
	only to the holder’s legal personal representative) or if the holder of the Performance Right
	becomes bankrupt (and then only to the holder’s trustee in bankruptcy). Any attempt to trade
	the Performance Right by the participant other than the reasons described will result in the
	immediate lapsing of the Performance Right (unless the Board determines otherwise).
Exercise of	The exercise of a Performance Right is conditional upon the Performance Right having
Performance Rights	vested. If a Performance Right has vested, the holder of the Performance Right is entitled,
	in accordance with the exercise procedure set out in the Plan, to require the Company to
	either (at the absolute discretion of the Board):
	a. issue to, or procure the transfer to, them (or their personal representative) the number
	of Shares to which they are entitled from the exercise of the Performance Right; or
	b. pay them a cash payment equal to the number of Performance Shares to which they are
	entitled from the exercise of the Performance Right multiplied by the volume weighted
	average price of the Company’s Shares on the ASX at close of trading of the ASX over
	the 10 trading days up to and including the date the Performance Right vested.
	Any vested Performance Rights must be exercised within 60 days from the date on which
	the Participant is notified that the Performance Rights have vested.
Capital Reorganisation	If Shares are issued pro rata to the shareholders generally by way of bonus issue (other than
	an issue in lieu of dividends or by way of dividend reinvestment) involving capitalisation of
	reserves or distributable profit or any reorganisation (including consolidation, subdivision,
	reduction or return) of the issued capital of the Company is effected, the number of
	Performance Rights to which each participant is entitled, or any amount payable on
	exercise of the Performance Rights, or both as appropriate, will be adjusted in the manner
	determined by the Board to ensure that no advantage or disadvantage accrues to the
	participant as a result of such corporate actions (subject to compliance with the ASX Listing
	Rules applying to a reorganisation of capital at the time of the reorganisation).

Accent Group Limited Notice of Annual General Meeting 2023

13

Explanatory Notes

Takeover, Scheme	In the event of the occurrence of any one of the “Change of Control Events” described
of Arrangement and	below, the following occurs:
Winding-up	a. in respect of a participant’s unvested Performance Rights:
	i. such Performance Rights shall automatically and immediately vest from the date of
	the event in the proportion that the Company’s share price has increased since the
	date of grant of the Performance Rights;

Winding-up	a.	in respect of a participant’s unvested Performance Rights: i. such Performance Rights shall automatically and immediately vest from the date of the event in the proportion that the Company’s share price has increased since the date of grant of the Performance Rights;
		ii. the Board may determine that all or a specified number of the participant’s
		remaining unvested Performance Rights automatically and immediately vest; and
		iii. all other unvested Performance Rights of the participant will automatically and
		immediately lapse; and
	b.	in respect of a participant’s vested and unlapsed Performance Rights, such
		Performance Rights shall automatically be deemed to have been exercised by the
		participant.
	The “Change of Control Events” are as follows:
	a.	a takeover bid (as defined in the Corporations Act) where the bidder and/or its
		associates acquire a relevant interest in more than 50% of the voting Shares of the
		Company;
	b.	a Court orders a meeting to be held in relation to a proposed compromise or
		arrangement for the purposes of or in connection with a scheme for the reconstruction
		of the Company or its amalgamation with any other company or companies;
	c.	any person becomes bound or entitled to acquire Shares in the Company under section
		414 of the Corporations Act or Chapter 6A of the Corporations Act;
	d.	any merger, consolidation or amalgamation involving the Company occurs or is
		proposed where the Board determines that the relevant circumstances constitute a
		change in control of the Company;
	e.	the Company or any other entity of the Group enters into an agreement or agreements
		to sell, in aggregate, a majority in value of the business or assets of the Group to a person
		or persons that are not entities of the Group;
	f.	the Company passes a resolution for voluntary winding up; or
	g.	an order is made for the compulsory winding up of the Company.
Shares issued under	Any Shares issued under the Plan upon vesting and exercise of a Performance Right will
the Plan	rank equally in all respects with other Shares for the time being on issue except as regards
	to any rights attaching to such Shares by reference to a record date prior to the date of their
	issue. The Company will apply for quotation of Shares issued under the Plan.
	The Shares will not be subject to any transfer restrictions unless otherwise determined by
	the Board.
Plan Trustee	The Company may, at the sole discretion of the Board, determine that any Performance
	Shares be acquired by a plan trustee and then, from time to time, transferred to a
	participant. The Company may determine and conclude agreements with the plan trustee,
	and enforce or prosecute any rights and obligations under such agreements, without
	reference or recourse to a participant under the Plan.

Accent Group Limited Notice of Annual General Meeting 2023

14

Explanatory Notes

Other	a.	The Board may at any time by resolution amend all or any of the provisions of the
		Plan, provided that such amendment is in compliance with the ASX Listing Rules and
		provided that no amendment is made to the terms of any granted Performance Right
		without the prior written consent of the participant if that amendment reduces the
		rights of the participant in respect of that Performance Right, other than an amendment
		introduced primarily for the purposes of complying with present or future legislation, to
		correct a manifest error or mistake, to benefit the administration of the Plan or to take
		into consideration possible adverse tax implications.
	b.	The Board may terminate or suspend the Plan at any time, provided that such
		termination or suspension does not materially adversely affect the then existing rights
		of participants.
	c.	The Board may waive in whole or in part any terms or conditions (including any
		Performance Condition) in relation to any Performance Rights granted under the Plan.

Accent Group Limited Notice of Annual General Meeting 2023

15

ANNEXURE A

3 October 2023

By email: alethea.lee@accentgr.com.au

Alethea Lee – Company Secretary Accent Group Limited 2/64 Balmain Street Cremorne VIC 3121

Dear Alethea,

Nomination of Auditor

In accordance with the provisions of section 328B of the Corporations Act 2001 , I Matthew Durbin, being a member of Accent Group Limited, hereby nominate PricewaterhouseCoopers for appointment as auditor of that company.

Yours faithfully,

Matthew Durbin

Accent Group Limited Notice of Annual General Meeting 2023

16

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Accent Group Limited (ABN: 85 108 096 251) 2/64 Balmain Street, Richmond VIC 3121 +61 3 9427 9422 www.accentgr.com.au

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

AX1

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 10:00 am (AEDT) on Wednesday, 15 November 2023.

Voting Form

How to Vote on Items of Business

Lodge your Form:

XX

All your securities will be voted in accordance with your directions.

VOTE DIRECTLY

Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each item of business. Your vote will be invalid on an item if you do not mark any box OR you mark more than one box for that item. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement.

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Online:

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

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By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Voting Form

Step 1 Indicate How Your Vote Will Be Cast

Please mark

Select one option only

to indicate your directions

XX

At the Annual General Meeting of Accent Group Limited to be held at 2/64 Balmain Street, Cremorne VIC 3121 and online on Friday, 17 November 2023 at 10:00 am (AEDT) and at any adjournment or postponement of that meeting, I/We being member/s of Accent Group Limited direct the following:

A Vote Directly Record my/our votes strictly in PLEASE NOTE: A Direct Vote will take priority over the appointment of a Proxy. For a valid accordance with directions in Step 2. Direct Vote to be recorded you must mark FOR, AGAINST, or ABSTAIN on each item.

~~OR~~

I/We hereby appoint: B Appoint a The Chairman PLEASE NOTE: Leave this box blank if proxy to of the Meeting OR you have selected the Chairman of theMeeting. Do not insert your own name(s). vote on or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, your behalf as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit).

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 2 and 5 (except where I/we have indicated a different voting intention in step 2) even though Items 2 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note : If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 2 and 5 by marking the appropriate box in step 2.

Step 2

Items of Business

PLEASE NOTE: If you have appointed a proxy and you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. If you are directly voting and you mark the Abstain box for an item, it will be treated as though no vote has been cast on that item and no vote will be counted in computing the required majority.

For Against Abstain

Item 2 Adoption of Remuneration Report

Item 3 Re-election of Mr Michael Hapgood as Director Item 4 Appointment of new auditor Item 5 Grant of Performance Rights to a Director and related party, Mr Daniel Agostinelli

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
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