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ALAND EQUITY GROUP LIMITED Proxy Solicitation & Information Statement 2026

Jan 8, 2026

64311_rns_2026-01-08_af1b8c3c-21cb-48ae-bd0f-68803f96fb96.pdf

Proxy Solicitation & Information Statement

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ALAND EQUITY GROUP LIMITED ACN 653 383 478 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11.00am (AEDT) DATE : Wednesday, 11[th] February 2026 PLACE : 2/35 King Street Bungendore NSW 2621

The business of the Meeting affects your shareholding and your vote is important.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm (AEDT) on 9 February 2026.

B U S I N ES S OF TH E M EE T I N G

AGENDA

1. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 15,420,000 Shares to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO ALBERT WONG

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 30,000,000 Shares to Albert Wong (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO ALEX BAIRD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 15,000,000 Shares to Alex Baird (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO ALEX BRINKMEYER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, conditional on the passing of Resolutions 2 and 3, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 60,000,000 Shares to Alex Brinkmeyer (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – APPROVAL TO ISSUE SECURITIES TO ALEX BAIRD IN LIEU OF DIRECTOR FEES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 953,425 Shares and 6,000,000 Performance Rights to Alex Baird (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES TO ALEX BRINKMEYER IN LIEU OF DIRECTOR FEES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,994,521 Shares and 8,000,000 Performance Rights to Alex Brinkmeyer (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

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Aland Equity Group Limited | Notice of General Meeting

7. RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES TO ALBERT WONG IN LIEU OF DIRECTOR FEES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 797,890 Shares and 2,800,000 Performance Rights to Albert Wong (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 8 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DAVID NOLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 32,548,179 Nolan Performance Rights to David Nolan (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Dated: 9 January 2026

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Aland Equity Group Limited | Notice of General Meeting

Voting Prohibition Statements

Resolution 5 – Approval to
issue Securities to Alex Baird
in lieu of Director Fees
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 6 – Approval to
issue Securities to Alex
Brinkmeyer in lieu of
Director Fees
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 7 – Approval to
issue Securities to Albert
Wong in lieu of Director Fees
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 8 – Approval to
issue Performance Rights to
David Nolan
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of Genco No 2 Super Fund Pty Ltd, Ms Jo Ryan or any other person who participated Tranche 1 Placement Shares in the issue or an associate of that person or those persons. Resolution 2 - Approval to Mr Albert Wong (or his nominee(s)) and any other person who will obtain a issue Tranche 2 Placement material benefit as a result of the issue of the securities (except a benefit solely by Shares to Albert Wong reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. Resolution 3 - Approval to Mr Alex Baird (or his nominee(s)) and any other person who will obtain a material issue Tranche 2 Placement benefit as a result of the issue of the securities (except a benefit solely by reason of Shares to Alex Baird being a holder of ordinary securities in the Company) or an associate of that person or those persons. Resolution 4 - Approval to Mr Alex Brinkmeyer (or his nominee(s)) and any other person who will obtain a issue Tranche 2 Placement material benefit as a result of the issue of the securities (except a benefit solely by Shares to Alex Brinkmeyer reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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Aland Equity Group Limited | Notice of General Meeting

Resolution 5 – Approval to
issue Securities to Alex Baird
in lieu of Director Fees
Alex Baird (or his nominee(s)) and any other person who will obtain a material
benefit as a result of the issue of the securities (except a benefit solely by reason of
being a holder of ordinary securities in the Company) or an associate of that
person or those persons.
Resolution 6 – Approval to
issue Securities to Alex
Brinkmeyer in lieu of
Director Fees
Alex Brinkmeyer (or his nominee(s)) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a benefit solely by
reason of being a holder of ordinary securities in the Company) or an associate of
that person or those persons.
Resolution 7 – Approval to
issue Securities to Albert
Wong in lieu of Director Fees
Albert Wong (or his nominee(s)) and any other person who will obtain a material
benefit as a result of the issue of the securities (except a benefit solely by reason of
being a holder of ordinary securities in the Company) or an associate of that
person or those persons.
Resolution 8 – Approval to
issue Performance Rights to
David Nolan
David Nolan (or his nominee(s)) and any other person who will obtain a material
benefit as a result of the issue of the securities (except a benefit solely by reason of
being a holder of ordinary securities in the Company) or an associate of that
person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

  • (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

  • (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; 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.

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Aland Equity Group Limited | Notice of General Meeting

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

  • each Shareholder has a right to appoint a proxy;

  • the proxy need not be a Shareholder of the Company; and

  • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

  • if proxy holders vote, they must cast all directed proxies as directed; and

  • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary at [email protected].

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Aland Equity Group Limited | Notice of General Meeting

E X PL A N A T O R Y S T A T EM E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO THIS MEETING

1.1 Placement

As announced on 21 November 2025, the Company has received firm commitments from sophisticated and professional investors (including Directors of the Company) to issue 120,420,000 Shares at an issue price of $0.01 per Share to raise $1,204,200 (the Placement ). The Placement is structured in two tranches, comprising:

  • (a) the first tranche of 15,420,000 Shares which were issued to non-related party investors Genco No 2 Super Fund Pty Ltd and Ms Jo Ryan ( Placement Participants ) utilising the Company’s Listing Rule 7.1 placement capacity on 8 December 2025 ( Tranche 1 ), ratification of which is sought under Resolution 1; and

  • (b) the second tranche of 105,000,000 Shares to be issued to Directors of the Company ( Tranche 2 ), including:

  • (i) 30,000,000 Shares to Mr Albert Wong (or his nominee(s)), approval of which is sought under Resolution 2;

  • (ii) 15,000,000 Shares to Mr Alex Baird (or his nominee(s)), approval of which is sought under Resolution 3; and

  • (iii) 60,000,000 Shares to Mr Alex Brinkmeyer (or his nominee(s)), approval of which is sought under Resolution 4.

The issue of Shares to Messrs Wong, Baird and Brinkmeyer are subject to Shareholders approving the issue pursuant to Listing Rule 10.11. As the issue of Shares to Mr Brinkmeyer under the Placement will reduce, rather than increase, the voting power of Mr Brinkmeyer and his associates, Shareholder approval is not required under item 7 of section 611 of the Corporations Act.

1.2 Use of Funds

The proceeds of the Placement will be used to further fund the Company’s growth and expansion strategy for its fund management business and for working capital. The Company intends to invest additional resources into the Equity Story Growth Fund, which has a strong platform for growth based on its historical performance.

There are also opportunities for additional equities funds, leveraging this track record of success. The property sector remains a strong focus for the Company and the expansion of the funds management business into property is expected to commence in 2026.

2. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES

2.1 General

This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 15,420,000 Shares to Genco No 2 Super Fund Pty Ltd and Ms Jo Ryan at an issue price of $0.01 per Share to raise $154,200.

2.2 Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities

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Aland Equity Group Limited | Notice of General Meeting

without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.

2.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

2.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

2.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities were
issued or the basis on
which those persons
were identified/selected
Genco No 2 Super Fund Pty Ltd and Ms Jo Ryan.
Number and class of
Securities issued
15,420,000 Shares were issued.
Terms of Securities The Shares were fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities were
issued
8 December 2025.
Price or other
consideration the
Company received for
the Securities
$0.01 per Share.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of
funds.
Summary of material
terms of agreement to
issue
The Shares were issued pursuant to standard form
placement subscription letters between the Placement
Participants and the Company.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.

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Aland Equity Group Limited | Notice of General Meeting

3. RESOLUTIONS 2 TO 4 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO DIRECTORS

3.1 General

This Resolution seeks Shareholder approval for purposes of Listing Rule 10.11 to issue the following Shares to three Directors (or their nominee(s)), to enable their participation in the Placement on the same terms as unrelated participants.

DIRECTOR RESOLUTION SHARES $
Albert Wong (or his nominee(s)) 2 30,000,000 300,000
Alex Baird (or his nominee(s)) 3 15,000,000 150,000
Alex Brinkmeyer (or his nominee(s)) 4 60,000,000 600,000

3.2 Conditionality

As Mr Brinkmeyer has a relevant interest in approximately 58.37% of the Company’s Shares on issue as at the date of this Notice, the issue of Shares to Mr Brinkmeyer under Resolution 4 is conditional upon the passing of Resolution 2 and 3. If the Shares are issued pursuant to Resolutions 2 and 3, the issue of Shares to Mr Brinkmeyer under Resolution 4 will have a dilutive effect on his holding, reducing it to 58.17%.

If the Shares contemplated under Resolutions 2 and 3 are not issued, the Company will be required to seek Shareholder approval under item 7 of section 611 of the Corporations Act. The Company would be unable to issue all 60,000,000 Shares in this scenario until it received approval under item 7 of section 611 of the Corporations Act, which would require the Company to hold a new general meeting and engage an independent expert to opine on the reasonableness and fairness of the transaction on unrelated Shareholders.

3.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

  • (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

  • (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue constitutes giving a financial benefit and Messrs Wong, Baird and Brinkmeyer (together, the Participating Directors ) are each a related party of the Company by virtue of being Directors.

The Directors (other than the Participating Directors who have a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Securities will be issued to the Participating Directors (or their nominee(s)) on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

3.4 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

  • 10.11.1 a related party;

  • 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

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Aland Equity Group Limited | Notice of General Meeting

  • 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

  • 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

  • 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

3.5 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.2. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If these Resolutions are not passed, the Company will not be able to proceed with the issue and no further funds will be raised. If the Company is unable to proceed with the issue, it will not receive a further $1,050,000 under the Placement.

3.6 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION DETAILS
Name of the person to
whom Securities will be
issued
Refer to the table in Section 3.1.
Categorisation under
Listing Rule 10.11
The Participating Directors fall within the category set out in
Listing Rule 10.11.1 as they are each a related party of the
Company by virtue of being Directors.
Any nominee(s) of the Participating Directors who receive
Shares may constitute ‘associates’ for the purposes of
Listing Rule 10.11.4.
Number of Securities and
class to be issued
105,000,000 Shares will be issued. Refer to the table in
Section 3.1.
Terms of Securities The Shares will be fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities will be
issued
The Company will not issue any Shares later than one
month after the date of the Meeting (or such later date to
the extent permitted by any ASX waiver or modification of
the Listing Rules).
Price or other
consideration the
Company will receive for
the Securities
$0.01 per Share.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of
funds.

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Aland Equity Group Limited | Notice of General Meeting

REQUIRED INFORMATION DETAILS
Summary of material
terms of agreement to
issue
The Shares are being issued pursuant to standard form
placement subscription letters between the Company and
each Participating Director.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.

4. RESOLUTIONS 5 TO 7 – APPROVAL TO ISSUE SECURITIES IN LIEU OF DIRECTORS’ FEES

4.1 General

These Resolutions seek Shareholder approval for the purposes of Listing Rule 10.11 for the issue of up to 3,745,836 Shares and 16,800,000 Performance Rights to Messrs Alex Baird, Alex Brinkmeyer and Albert Wong (or their nominee(s)) in lieu of Directors’ fees owing from the period starting on the date the relevant Directors commenced their role at the Company and ending 31 December 2026.

Further details in respect of the Securities proposed to be issued are set out in the table below.

Accrued Director Fees

DIRECTOR DIRECTORS’ FEE/SALARY DIRECTORS’ FEE/SALARY SECURITIES
$ ACCRUAL PERIOD
Alex Baird $9,534.25 3 November 2025 to
31 December 2025
953,425 Shares
Alex Brinkmeyer $19,945.21 1 October 2025 to
31 December 2025
1,994,521 Shares
Albert Wong $14,958.90 1 October 2025 to
31 December 2025
797,890 Shares1
  1. Equivalent to $7,978.9. Mr Wong will also receive cash compensation of $6,980.

Forecast Director Fees

DIRECTOR DIRECTORS’ FEE/SALARY DIRECTORS’ FEE/SALARY SECURITIES
$ ACCRUAL PERIOD
Alex Baird $60,000.00 31 December 2025 to
31 December 2026
6,000,000 Performance Rights
(in four equal tranches)
Alex
Brinkmeyer
$80,000.00 31 December 2025 to
31 December 2026
8,000,000 Performance Rights
(in four equal tranches)
Albert Wong $60,000.00 31 December 2025 to
31 December 2026
2,800,000 Performance Rights
(in four equal tranches)1
  1. Mr Wong will also receive cash compensation of $32,000.

4.2 Key Terms of the Performance Rights

CLASS VESTING CONDITION EXPIRY DATE
A The recipient remaining a Director of the Company at
31 March 2026.
31 January 2027
B The recipient remaining a Director of the Company at
30 June 2026.
31 January 2027
C The recipient remaining a Director of the Company at
30 September 2026.
31 January 2027

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Aland Equity Group Limited | Notice of General Meeting

CLASS VESTING CONDITION EXPIRY DATE
D The recipient remaining a Director of the Company at
31 December 2026.
31 January 2027

4.3 Letters of Appointment

The Company entered into letters of appointment with each of Messrs Wong, Baird and Brinkmeyer on 17 November 2025. A summary of the material terms of the respective letters of appointment are set out in Schedule 2.

4.4 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 3.3 above.

The issue constitutes giving a financial benefit and Messrs Wong, Baird and Brinkmeyer are each a related party of the Company by virtue of being Directors.

The Directors (other than Messrs Wong, Baird and Brinkmeyer, who have a material personal interest in these Resolutions) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to pay the fees, reached as part of the remuneration package for Messrs Wong, Baird and Brinkmeyer, is considered reasonable remuneration in the circumstances as they are being issued in lieu of Directors’ fees.

4.5 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 3.4 above.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

4.6 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If these Resolutions are not passed, the Company will not be able to proceed with the issue. If the Company is unable to proceed with the issue, it will be required to instead remunerate Messrs Wong, Baird and Brinkmeyer through the payment of cash, which would reduce the Company’s cash reserves.

4.7

Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION DETAILS
Name of the person to
whom Securities will be
issued
Mr Alex Baird (or his nominee(s));
Mr Alex Brinkmeyer (or his nominee(s)) ; and
Mr Albert Wong (or his nominee(s)).
Categorisation under
Listing Rule 10.11
The recipients fall within the category set out in Listing Rule
10.11.1 as they are each a related party of the Company
by virtue of being Directors.
Any nominee(s) of the recipient who receive Securities
may constitute ‘associates’ for the purposes of Listing Rule
10.11.4.
Number of Securities and
class to be issued
Up to 3,745,836 Shares will be issued, comprising:
(a)
953,425 to Alex Baird (or his nominee(s));
(b)
1,994,521 to Alex Brinkmeyer (or his nominee(s));
and

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Aland Equity Group Limited | Notice of General Meeting

REQUIRED INFORMATION DETAILS
(c)
797,890 to Albert Wong (or his nominee(s)).
Up to 16,800,000 Performance Rights will be issued,
comprising:
(a)
6,000,000 to Alex Baird (or his nominee(s));
(b)
8,000,000 to Alex Brinkmeyer (or his nominee(s));
and
(c)
2,800,000 to Albert Wong (or his nominee(s)).
Terms of Securities The Shares will be fully paid ordinary shares in the capital of
the Company on the same terms as those existing Shares.
The Performance Rights will be issued on the terms and
conditions set out in Schedule 1.
Date(s) on or by which
the Securities will be
issued
The Company will not issue any Securities later than one
month after the date of the Meeting (or such later date to
the extent permitted by any ASX waiver or modification of
the Listing Rules).
Price or other
consideration the
Company will receive for
the Securities
The Securities will be issued at a nil issue price in
consideration for Director fees owing and forecast to the
recipients.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
The purpose of the issue is to satisfy accrued Director’s fees
owed to the recipients for the periods outlined in
Section 4.1 above.
Remuneration package The current total remuneration package for the relevant
Directors is set out in Schedule 2.
Summary of material
terms of agreement to
issue
The Securities are being issued in lieu of the fees owing to
Messrs Wong, Baird and Brinkmeyer. The fees payable to
Messrs Wong, Baird and Brinkmeyer are set out in each
letter of appointment, as summarised in Schedule 2.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
Voting prohibition
statement
A voting prohibition statement applies to this Resolution.

5. RESOLUTION 8 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DAVID NOLAN

5.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 10.11 for the issue of 32,548,179 Performance Rights to Mr David Nolan (or his nominee(s)) on the terms and conditions set out below ( Nolan Performance Rights ).

Further details in respect of the Securities proposed to be issued are set out in the table below.

CLASS QUANTUM RECIPIENT VESTING CONDITION EXPIRY DATE
A 10,849,393 David Nolan Vesting upon the
Company’s Share
price reaching $0.03
The date that is three
(3) years from the date
of issue
B 10,849,393 David Nolan Vesting upon the
Company’s Share
price reaching $0.05
The date that is three
(3) years from the date
of issue

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Aland Equity Group Limited | Notice of General Meeting

CLASS QUANTUM RECIPIENT VESTING CONDITION EXPIRY DATE
C 10,849,393 David Nolan Vesting upon the
Company’s Share
price reaching $0.07
The date that is three
(3) years from the date
of issue

5.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 3.3 above.

The issue constitutes giving a financial benefit and Mr Nolan is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Nolan who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the Nolan Performance Rights, reached as part of the remuneration package for Mr Nolan, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

5.3 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 3.4 above.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

5.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If this Resolution is not passed, the Company will not be able to proceed with the issue. If the Company is unable to proceed with the issue, then it may require to consider alternative forms of incentivising Mr Nolan, including but not limited to through the issue of cash incentives, thus reducing the cash reserves of the Company.

5.5 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION DETAILS
Name of the person to
whom Securities will be
issued
Mr David Nolan (or his nominee(s)).
Categorisation under
Listing Rule 10.11
The recipient falls within the category set out in Listing Rule
10.11.1 as they are a related party of the Company by
virtue of being a Director.
Any nominee(s) of the recipient who receive Securities
may constitute ‘associates’ for the purposes of Listing Rule
10.11.4.
Number of Securities and
class to be issued
32,548,179 Nolan Performance Rights will be issued.
Terms of Securities The Nolan Performance Rights will be issued on the terms
and conditions set out in Schedule 3.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Nolan Performance
Rights within 5 Business Days of the Meeting. In any event,
the Company will not issue any Nolan Performance Rights
later than one month after the date of the Meeting (or

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Aland Equity Group Limited | Notice of General Meeting

REQUIRED INFORMATION DETAILS
such later date to the extent permitted by any ASX waiver
or modification of the Listing Rules).
Price or other
consideration the
Company will receive for
the Securities
The Nolan Performance Rights will be issued at a nil issue
price.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
The purpose of the issue is to provide a performance linked
incentive component in the remuneration package for Mr
Nolan to motivate and reward their performance as a
Director and to provide cost effective remuneration to Mr
Nolan, enabling the Company to spend a greater
proportion of its cash reserves on its operations than it
would if alternative cash forms of remuneration were given
to Mr Nolan.
Remuneration package The current total remuneration package for Mr Nolan is
$280,000 comprising of directors’ fees of $250,000 and a
superannuation
payment
of
$30,000.
If
the
Nolan
Performance Rights are issued, the total remuneration
package of Mr Nolan will increase by $270,585.62 to
$550,585.62, being the value of the Securities based on the
Hull-White Enhanced Binomial Method.
Summary of material
terms of agreement to
issue
The Nolan Performance Rights are not being issued under
an agreement.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
Voting prohibition
statement
A voting prohibition statement applies to this Resolution.

14

Aland Equity Group Limited | Notice of General Meeting

G L O S S AR Y

$ means Australian dollars.

AEDT means Australian Eastern Daylight Time as observed in Melbourne, Victoria.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

  • (a) a spouse or child of the member;

  • (b) a child of the member’s spouse;

  • (c) a dependent of the member or the member’s spouse;

  • (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

  • (e) a company the member controls; or

  • (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Aland Equity Group Limited (ACN 653 383 478).

Completion means completion under the Acquisition Agreement.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

Nolan Performance Rights have the meaning given in Section 5.1.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Participating Directors means Messrs Albert Wong, Alex Baird and Alex Brinkmeyer.

Placement has the meaning given in Section 1.1.

Placement Participants have the meaning given in Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

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Aland Equity Group Limited | Notice of General Meeting

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Security means a Share, Option or Performance Right (as applicable).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

16

Aland Equity Group Limited | Notice of General Meeting

S C H E DU L E 1 – TE R MS A N D C O N D IT I O N S O F P E R F O R M A N C E R I GH T S

1. Entitlement Each Performance Right entitles the holder to subscribe for one Share
upon conversion of the Performance Right.
2. Consideration The Performance Rights will be issued for nil consideration and no
consideration will be payable upon the conversion of the
Performance Rights into Shares.
3. Vesting Conditions The Performance Rights shall vest as follows:
CLASS
VESTING CONDITION
A
The recipient remaining a Director of the Company at 31
March 2026.
B
The recipient remaining a Director of the Company at 30
June 2026.
C
The recipient remaining a Director of the Company at 30
September 2026.
D
The recipient remaining a Director of the Company at 31
December 2026.
each, aVesting Condition.
4. Expiry Date The Performance Rights, whether vested or unvested, will otherwise
expire at 5:00 pm (AEDT) on 31 January 2027 (Expiry Date).
If the relevant Vesting Condition attached to the Performance Right
has not been achieved by the Expiry Date, all unconverted
Performance Rights of the relevant tranche will automatically lapse at
that time.
5. Notice of vesting The Company shall notify the holder in writing when the relevant
Vesting Condition has been satisfied.
6. Quotation of
Performance
Rights
The Performance Rights will not be quoted on ASX.
7. Conversion Subject to paragraph 16, upon vesting, each Performance Right will,
at the election of the holder, convert into one Share.
8. Timing of issue of
Shares on
conversion
Within five Business Days of conversion of the Performance Rights, the
Company will:
(a)
issue the number of Shares required under these terms and
conditions in respect of the number of Performance Rights
converted;
(b)
if required, give ASX a notice that complies with
section 708A(5)(e) of the Corporations Act, or, if the
Company is unable to issue such a notice, lodge with ASIC a
prospectus prepared in accordance with the Corporations
Act
and
do
all
such
things
necessary
to
satisfy
section 708A(11) of the Corporations Act to ensure that an
offer for sale of the Shares does not require disclosure to
investors; and
(c)
if admitted to the official list of ASX at the time, apply for
official quotation on ASX of Shares issued pursuant to the
exercise of the Performance Rights.
If a notice delivered under 8(b) for any reason is not effective to
ensure that an offer for sale of the Shares does not require disclosure
to investors, the Company must, no later than 20 Business Days after
becomingaware of such notice beingineffective,lodge with ASIC a

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Aland Equity Group Limited | Notice of General Meeting

prospectus prepared in accordance with the Corporations Act and
do all such things necessary to satisfy section 708A(11) of the
Corporations Act to ensure that an offer for sale of the Shares does
not require disclosure to investors.
9. Shares issued on
exercise
Shares issued on exercise of the Performance Rights rank equally with
the then issued shares of the Company.
10. Change of Control Subject to paragraph 16, upon:
(a)
a bona fide takeover bid under Chapter 6 of the
Corporations Act having been made in respect of the
Company and:
(i)
having received acceptances for not less than
50.1% of the Company’s Shares on issue; and
(ii)
having been declared unconditional by the
bidder; or
(b)
a court granting orders approving a 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,
then, to the extent Performance Rights have not converted into
Shares due to satisfaction of the relevant Vesting Conditions,
Performance Rights will accelerate vesting conditions and will
automatically convert into Shares on a one-for-one basis.
11. Participation in
new issues
There are no participation rights or entitlements inherent in the
Performance Rights and holders will not be entitled to participate in
new issues of capital offered to Shareholders during the currency of
the Performance Rights without converting the Performance Rights.
12. Adjustment for
bonus issues of
Shares
If the Company makes a bonus issue of Shares or other securities to
the Company’s existing shareholders (other than an issue in lieu or in
satisfaction of dividends or by way of dividend reinvestment no
changes will be made to the Performance Rights.
13. Reorganisation If at any time the issued capital of the Company is reorganised
(including consolidation, subdivision, reduction or return), all rights of
a holder will be changed in a manner consistent with the applicable
ASX Listing Rules and the Corporations Act at the time of
reorganisation.
14. Dividend and
voting rights
The Performance Rights do not confer on the holder an entitlement to
vote (except as otherwise required by law) or receive dividends.
15. Transferability The Performance Rights are not transferable.
16. Deferral of
conversion if
resulting in a
prohibited
acquisition of
Shares
If the conversion of a Performance Right under paragraphs 7 or 10
would result in any person being in contravention of section 606(1) of
the Corporations Act (General Prohibition) then the conversion of that
Performance Right shall be deferred until such later time or times that
the conversion would not result in a contravention of the General
Prohibition. In assessing whether a conversion of a Performance Right
would result in a contravention of the General Prohibition:
(a)
holders may give written notification to the Company if they
consider that the conversion of a Performance Right may
result in the contravention of the General Prohibition. The
absence of such written notification from the holder will
entitle the Company to assume the conversion of a
Performance Right will not result in any person being in
contravention of the General Prohibition; and
(b)
the Company may (but is not obliged to) by written notice
to a holder request a holder toprovide the written notice

18

Aland Equity Group Limited | Notice of General Meeting

referred to in paragraph (a) within 7 days if the Company
considers that the conversion of a Performance Right may
result in a contravention of the General Prohibition. The
absence of such written notification from the holder will
entitle the Company to assume the conversion of a
Performance Right will not result in any person being in
contravention of the General Prohibition.
17. No rights to return
of capital
A Performance Right does not entitle the holder to a return of capital,
whether in a winding up, upon a reduction of capital or otherwise.
18. Rights on winding
up
A Performance Right does not entitle the holder to participate in the
surplus profits or assets of the Company upon winding up.
19. ASX Listing Rule
compliance
The Board reserves the right to amend any term of the Performance
Rights to ensure compliance with the ASX Listing Rules.
20. No other rights A Performance Right gives the holder no rights other than those
expressly provided by these terms and conditions and those provided
at law where such rights at law cannot be excluded by these terms.

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Aland Equity Group Limited | Notice of General Meeting

S C H E DU L E 2 – SU MMA R Y OF L E TT ER S OF AP P O I N T M E NT

Director Alex Baird
Effective Date 3 November 2025
Director’s fees $60,000 per annum
Term The appointment will cease at the end of any meeting at which Alex Baird
is not re-elected as a Director by the shareholders of the Company, or
otherwise cease in accordance with the terms of the Company’s
Constitution (including on the effective date of Mr Baird’s resignation).
Director Alex Brinkmeyer
Effective Date 1 October 2025
Director’s fees $80,000 per annum
Term The appointment will cease at the end of any meeting at which Alex
Brinkmeyer is not re-elected as a Director by the shareholders of the
Company, or otherwise cease in accordance with the terms of the
Company’s Constitution (including on the effective date of Mr Brinkmeyer’s
resignation).
Director Albert Wong
Effective Date 1 October 2025
Director’s fees $60,000 per annum
Term The appointment will cease at the end of any meeting at which Albert
Wong is not re-elected as a Director by the shareholders of the Company,
or otherwise cease in accordance with the terms of the Company’s
Constitution (including on the effective date of Mr Wong’s resignation).

20

Aland Equity Group Limited | Notice of General Meeting

S C H E DU L E 3 – TE R MS A N D C O N D IT I O N S O F T H E N OL A N P ER F OR M A N C E R I GH TS

1. Entitlement Each Nolan Performance Right entitles the holder to subscribe for one
Share upon conversion of the Nolan Performance Right.
2. Consideration The Nolan Performance Rights will be issued for nil consideration and
no consideration will be payable upon the conversion of the
Performance Rights into Shares.
3. Vesting Conditions The Nolan Performance Rights shall vest as follows:
CLASS
VESTING CONDITION
A
Vesting upon the Company’s Share price reaching
$0.03
B
Vesting upon the Company’s Share price reaching
$0.05
C
Vesting upon the Company’s Share price reaching
$0.07
each, aVesting Condition.
4. Expiry Date The Nolan Performance Rights, whether vested or unvested, will
otherwise expire at 5:00 pm (AEDT) on the date that is three (3) years
from the date of issue (Expiry Date).
If the relevant Vesting Condition attached to the Performance Right
has not been achieved by the Expiry Date, all unconverted Nolan
Performance Rights of the relevant tranche will automatically lapse at
that time.
5. Notice of vesting The Company shall notify the holder in writing when the relevant
Vesting Condition has been satisfied.
6. Quotation of Nolan
Performance
Rights
The Nolan Performance Rights will not be quoted on ASX.
7. Conversion Subject to paragraph 16, upon vesting, each Performance Right will,
at the election of the holder, convert into one Share.
8. Timing of issue of
Shares on
conversion
Within five Business Days of conversion of the Nolan Performance
Rights, the Company will:
(a)
issue the number of Shares required under these terms and
conditions in respect of the number of Nolan Performance
Rights converted;
(b)
if required, give ASX a notice that complies with
section 708A(5)(e) of the Corporations Act, or, if the
Company is unable to issue such a notice, lodge with ASIC a
prospectus prepared in accordance with the Corporations
Act
and
do
all
such
things
necessary
to
satisfy
section 708A(11) of the Corporations Act to ensure that an
offer for sale of the Shares does not require disclosure to
investors; and
(c)
if admitted to the official list of ASX at the time, apply for
official quotation on ASX of Shares issued pursuant to the
exercise of the Nolan Performance Rights.
If a notice delivered under 8(b) for any reason is not effective to
ensure that an offer for sale of the Shares does not require disclosure
to investors, the Company must, no later than 20 Business Days after
becoming aware of such notice being ineffective, lodge with ASIC a
prospectusprepared in accordance with the Corporations Act and

21

Aland Equity Group Limited | Notice of General Meeting

do all such things necessary to satisfy section 708A(11) of the
Corporations Act to ensure that an offer for sale of the Shares does
not require disclosure to investors.
9. Shares issued on
exercise
Shares issued on exercise of the Nolan Performance Rights rank
equally with the then issued shares of the Company.
10. Change of Control Subject to paragraph 16, upon:
(a)
a bona fide takeover bid under Chapter 6 of the
Corporations Act having been made in respect of the
Company and:
(i)
having received acceptances for not less than
50.1% of the Company’s Shares on issue; and
(ii)
having been declared unconditional by the
bidder; or
(b)
a court granting orders approving a 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,
then, to the extent Nolan Performance Rights have not converted
into Shares due to satisfaction of the relevant Vesting Conditions,
Nolan Performance Rights will accelerate vesting conditions and will
automatically convert into Shares on a one-for-one basis.
11. Participation in
new issues
There are no participation rights or entitlements inherent in the Nolan
Performance Rights and holders will not be entitled to participate in
new issues of capital offered to Shareholders during the currency of
the Nolan Performance Rights without converting the Nolan
Performance Rights.
12. Adjustment for
bonus issues of
Shares
If the Company makes a bonus issue of Shares or other securities to
the Company’s existing shareholders (other than an issue in lieu or in
satisfaction of dividends or by way of dividend reinvestment no
changes will be made to the Nolan Performance Rights.
13. Reorganisation If at any time the issued capital of the Company is reorganised
(including consolidation, subdivision, reduction or return), all rights of
a holder will be changed in a manner consistent with the applicable
ASX Listing Rules and the Corporations Act at the time of
reorganisation.
14. Dividend and
voting rights
The Nolan Performance Rights do not confer on the holder an
entitlement to vote (except as otherwise required by law) or receive
dividends.
15. Transferability The Nolan Performance Rights are not transferable.
16. Deferral of
conversion if
resulting in a
prohibited
acquisition of
Shares
If the conversion of a Performance Right under paragraphs 7 or 10
would result in any person being in contravention of section 606(1) of
the Corporations Act (General Prohibition) then the conversion of that
Performance Right shall be deferred until such later time or times that
the conversion would not result in a contravention of the General
Prohibition. In assessing whether a conversion of a Performance Right
would result in a contravention of the General Prohibition:
(a)
holders may give written notification to the Company if they
consider that the conversion of a Performance Right may
result in the contravention of the General Prohibition. The
absence of such written notification from the holder will
entitle the Company to assume the conversion of a
Performance Right will not result in any person being in
contravention of the General Prohibition; and
(b)
the Companymay (but is not obliged to)bywritten notice

22

Aland Equity Group Limited | Notice of General Meeting

to a holder request a holder to provide the written notice
referred to in paragraph (a) within 7 days if the Company
considers that the conversion of a Performance Right may
result in a contravention of the General Prohibition. The
absence of such written notification from the holder will
entitle the Company to assume the conversion of a
Performance Right will not result in any person being in
contravention of the General Prohibition.
17. No rights to return
of capital
A Nolan Performance Right does not entitle the holder to a return of
capital, whether in a winding up, upon a reduction of capital or
otherwise.
18. Rights on winding
up
A Nolan Performance Right does not entitle the holder to participate
in the surplus profits or assets of the Company upon winding up.
19. ASX Listing Rule
compliance
The Board reserves the right to amend any term of the Nolan
Performance Rights to ensure compliance with the ASX Listing Rules.
20. No other rights A Nolan Performance Right gives the holder no rights other than those
expressly provided by these terms and conditions and those provided
at law where such rights at law cannot be excluded by these terms.

23

Aland Equity Group Limited | Notice of General Meeting

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All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

By Fax: +61 2 9290 9655

Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11.00am (AEDT) on Monday, 9 February 2026.

TO APPOINT A PROXY ONLINE

STEP 1: VISIT https://www.votingonline.com.au/eqs2026gm STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

==> picture [91 x 66] intentionally omitted <==

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11.00am (AEDT) on Monday, 9 February 2026. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Online https://www.votingonline.com.au/eqs2026gm  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Aland Equity Group Limited ACN 653 383 478

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Aland Equity Group Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at 2/35 King Street, Bungendore NSW 2621 at 11.00am (AEDT) on Wednesday, 11 February 2026 and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 2-8 I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolutions 2-8 even though Resolutions 2-8 are connected with the remuneration of members of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 2-8). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2

VOTING DIRECTIONS

  • If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Ratification of Tranche 1 Placement Shares Resolution 2 Approval to Issue Tranche 2 Placement Shares to Mr. Albert Wong Resolution 3 Approval to Issue Tranche 2 Placement Shares to Mr. Alex Baird Resolution 4 Approval to Issue Tranche 2 Placement Shares to Mr. Alex Brinkmeyer Resolution 5 Approval to Issue Securities to Mr. Alex Baird in Lieu of Director Fees Resolution 6 Approval to Issue Securities to Mr. Alex Brinkmeyer in Lieu of Director Fees Resolution 7 Approval to Issue Securities to Mr. Albert Wong in Lieu of Director Fees

Resolution 8 Approval to Issue Performance Rights to Mr. David Nolan

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Sole Director and Sole Company Secretary

Securityholder 2

Director

Securityholder 3 Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2026