AUB GROUP LIMITED — AGM Information 2025

Oct 9, 2025

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ASX Announcement

10 October 2025

The Manager Market Announcements Office Australian Securities Exchange Ltd Level 6, Exchange Centre 20 Bridge Street Sydney NSW 2000

Notice of 2025 Annual General Meeting

Please find attached for immediate release in relation to AUB Group Limited ( AUB ) the following documents:

• Notice of 2025 Annual General Meeting; and

• Proxy Form.

The release of this announcement was authorised by the AUB Board.

For further information, contact Richard Bell, Chief Legal and Risk Officer, on +61 2 9935 2222 or richardb@aubgroup.com.

About AUB Group

AUB Group Limited (ASX: AUB) is an ASX200 listed group comprising insurance brokers and underwriting agencies operating in ~579 locations. Over ~6,000 team members work with our ~1,200,000 clients to place more than $11bn in insurance premiums with local and foreign insurers.

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AUB Group Limited https://www.aubgroup.com.au/ Level 14, 141 Walker Street, North Sydney NSW 2060 ACN: 000 000 715

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AUB Group Limited

Notice of 2025 Annual General Meeting Explanatory Statement

Thursday, 13 November 2025 10:00am (Sydney time)

Address Allens Level 28, Deutsche Bank Place 126 Phillip Street (Corner Hunter & Phillip Streets) Sydney NSW 2000

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

Chair’s Message

Dear Shareholders,

2025 ANNUAL GENERAL MEETING

On behalf of the Board, I am pleased to invite you to attend the 2025 Annual General Meeting ( AGM ) of AUB Group Limited ( Company or AUB Group ), which has been scheduled as follows:

Thursday, 13 November 2025 at 10:00am (Sydney time)

Allens Level 28, Deutsche Bank Place 126 Phillip Street (Corner Hunter & Phillip Streets) Sydney NSW 2000

The AGM will be held as a physical meeting, and the Directors are pleased to be able to meet shareholders face to face once again.

The Notice of Meeting in the following pages details the business of the Meeting and, together with the Explanatory Statement, contains important information in relation to the matters to go before shareholders.

Even if you plan to attend the AGM, we encourage you to submit a directed proxy vote as early as possible so that your vote will be counted if for any reason you cannot attend on the day. Shareholders can lodge their proxy online at au.investorcentre.mpms.mufg.com or complete and return a printed proxy form by 10.00am (Sydney time) on Tuesday, 11 November 2025. Printed proxy forms can be obtained by contacting the Company’s share registry at support@cm.mpms.mufg.com or 1800 194 270.

Shareholders are encouraged to submit questions ahead of the Meeting on any shareholder matters that may be relevant to the Meeting at au.investorcentre.mpms.mufg.com. Questions must be submitted by no later than 10.00am (Sydney time) on Thursday 6 November 2025.

In the event that it is necessary for the Company to give further updates, information will be provided on the Company’s website and lodged with the Australian Securities Exchange ( ASX ).

LONG TERM INCENTIVE PLAN

The Board continuously monitors and reviews AUB’s remuneration and incentive framework to ensure the Company remains competitive in attracting and retaining the leadership and talent it needs to drive business strategy and financial performance. As noted in the 2025 Annual Report, the FY23 Long Term Incentive ( LTI ) grant was the first award which included a Return on Invested Capital ( ROIC ) performance measure, and this LTI grant was therefore the first LTI outcome which included testing against the ROIC performance measure. Testing of the ROIC performance measure identified certain anomalies arising out of how ROIC is currently calculated, in particular how invested capital is calculated, the outcome of which does not accurately reflect underlying performance.

To ensure that the ROIC performance measure reflects underlying performance, the Board has made a change to the ROIC calculation methodology for the FY26 LTI grant. Specifically, the definition of invested capital has been amended to exclude non-cash accounting adjustments to carrying value of intangibles. These adjustments are made based on cumulative changes, 3 years before each balance sheet date. The purpose of the adjustments is to ensure that the ROIC measurement shows the appropriate level of capital used by the Company to support Underlying Net Profit After Tax.

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In addition, foreign exchange currency movements can also impact ROIC outcomes, because the foreign exchange reserve included in the value of equity changes with foreign exchange rates. When assessing the vesting outcomes at the end of the performance period, the Board can exercise discretion to exclude the impact of non P&L foreign exchange movements on ROIC outcomes that do not reflect underlying performance. Any discretion applied will be disclosed.

Full details are shown in the Explanatory Statement for Resolution 3.

CLOSING

I would like to acknowledge the exceptional efforts of our people and partners, whose professionalism and commitment have been central to our achievements. I also extend our sincere thanks to our clients and shareholders for their ongoing trust and support.

I look forward to your participation at the Meeting.

Yours sincerely,

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Peter Harmer Chair

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Contents

Contents
Venue and Voting Information	4
Notice of Annual General Meeting – Agenda and Resolutions	6
Notice of Annual General Meeting – Explanatory Statement	9
Glossary	17
Proxy Form	Separate

Venue and Voting Information

The 2025 Annual General Meeting of AUB Group Limited will be held at 10:00am (Sydney time) on 13 November 2025 at Allens, Level 28, Deutsche Bank Place, 126 Phillip Street (Corner Hunter & Phillip Streets), Sydney NSW 2000.

Your vote is important

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

Voting in person

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

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	au.investorcentre.mpms.mufg.com Log in to the investor centre using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, Shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
Mobile Device	Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
By post	AUB Group Limited, C/- MUFG Corporate Markets (AU) Limited, Locked Bag A14, Sydney South NSW 1235, Australia
By fax	+61 2 9287 0309
By hand	MUFG Corporate Markets (AU) Limited, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 During business hours (Monday to Friday, 9:00am – 5:00pm)

Your Proxy instruction must be received by 10.00am (Sydney time) on 11 November 2025 (which is not later than 48 hours before the commencement of the Meeting). Proxy Forms received later than this time will be invalid.

All shareholders who are entitled to participate in and vote at the AGM have the right to appoint a proxy to participate in the AGM and vote in their place. A proxy need not be a shareholder.

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If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes that each proxy is appointed to exercise. If your appointment does not specify the proportion or number of your voting rights, each proxy may exercise half your votes.

You can direct your proxy how to vote (i.e. to vote ‘for’ or ‘against’, or to ‘abstain’ from voting on, each resolution) by following the instructions on the Proxy Form.

Appointing the Chair as your Proxy

You may appoint the Chair of the AGM as your proxy. In addition, if:

• you have appointed a proxy (other than the Chair) and the proxy appointment specifies the way the proxy is to vote on the resolution; and

• your proxy is either not recorded as attending the Meeting or does not vote on the resolution;

the Chair will, before voting on the resolution closes, be taken to have been appointed as your proxy for the purposes of voting on that resolution and must vote in accordance with your written direction.

If you direct the Chair how to vote on a resolution, the Chair must vote in accordance with the direction.

The Chair intends to vote all available undirected proxies in favour of all resolutions.

If you appoint the Chair as your proxy but do not direct the Chair on how to vote, then by completing and submitting your voting instructions you are expressly authorising the Chair to vote in favour of each resolution, even when a resolution is directly or indirectly connected to the remuneration of a member of the key management personnel of the Company.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of shareholders of AUB Group Limited ACN 000 000 715 will be held at 10:00am (Sydney time) on 13 November 2025 at Allens, Level 28, Deutsche Bank Place, 126 Phillip Street (Corner Hunter & Phillip Streets), Sydney NSW 2000.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form form part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered shareholders at 7:00pm (Sydney time) on 11 November 2025.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the Directors’ Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

Pursuant to the Corporations Act, shareholders, as a whole, will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Report for the financial year ended 30 June 2025.”

Note : In accordance with the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration in future reviews of the remuneration policy for Key Management Personnel.

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 1:

• by or on behalf of a member of the Company’s key management personnel (including the Directors) ( KMP ), whose remuneration details are included in the Remuneration Report, or any of their Closely Related Parties; or

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• as a proxy by a person who is a member of the Company’s KMP at the date of the meeting or their Closely Related Parties,

unless the vote is cast as proxy for a person entitled to vote on Resolution 1;

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

• by the Chair of the meeting pursuant to an express authorisation to exercise the proxy, even though the resolution is connected with the remuneration of KMP.

Election of Director

2. Resolution 2 – Election of Director – Tonianne Dwyer

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

“That Tonianne Dwyer be elected as a Director of the Company.”

Issue of Performance Share Rights under Long Term Incentive Plan

1. Resolution 3 – Approval of Issue of Performance Share Rights to Michael Emmett, Director of the Company under the Company’s Long Term Incentive Plan

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the shareholders of the Company approve the grant of 56,256 Performance Share Rights to Michael Emmett, CEO and Managing Director of the Company under the Company’s Long Term Incentive Plan, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 3:

• in favour of the resolution by or on behalf of Mr Emmett or any of his associates, regardless of the capacity in which the vote is cast; or

• as a proxy by a person who is a member of the Company’s KMP at the date of the meeting or their Closely Related Parties,

unless the vote is cast on Resolution 3:

• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or

• as proxy for a person entitled to vote on the resolution by the Chair of the meeting pursuant to an express authorisation to exercise the proxy as the Chair decides; or

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

• 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

• 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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BY ORDER OF THE BOARD

Elizabeth McGregor Joint Company Secretary 10 October 2025

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Explanatory Statement

This Explanatory Statement has been prepared for the information of shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10:00am (Sydney time) on Thursday 13 November 2025 at Allens, Level 28, Deutsche Bank Place, 126 Phillip Street (Corner Hunter & Phillip Streets), Sydney NSW 2000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Company’s Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the Directors’ Report and the Auditor’s Report.

The Company’s Annual Financial Report can be found on its website at https://www.aubgroup.com.au/.

No resolution is required for this item, but shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s Auditor will be present at the Meeting. During the discussion of this item, the Auditor will be available to answer questions on the:

• Conduct of the audit;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• Independence of the Auditor in relation to the conduct of the audit.

Written questions of the Auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report, submit your question online at au.investorcentre.mpms.mufg.com.

Please note that all written questions must be received at least five business days before the Meeting, which is by 6 November 2025.

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Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its shareholders the Remuneration Report which forms part of the Directors’ Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Report which is available on the Company’s website at https://www.aubgroup.com.au/.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the AGM and at the 2026 Annual General Meeting ( 2026 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2026 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2026 AGM. All of the Directors who were in office when the 2026 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Directors’ recommendation

The Directors recommend that shareholders vote FOR this Resolution.

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Election of Director

Resolution 2 – Election of Director – Tonianne Dwyer

Ms Tonianne Dwyer, who was appointed as a Director since the last AGM, retires at the AGM in accordance with Article 6.3 of the Constitution and offers herself for election.

With the assistance of the Nomination Committee, the Board has:

• assessed the skills and experience of current Directors against the Board skills matrix, to ensure that the Board has the necessary skills and experience to effectively discharge its responsibilities, appropriately monitor risk management and add value to the Company;

• conducted an annual performance evaluation of the Board and Committees, including a review of each individual Director, and considered the outcomes in determining whether to support a director standing for re-election or election; and

• considered whether the current Directors standing for re-election or election are independent.

The Board considers Ms Dwyer to be an independent Non-Executive Director.

Before appointing a new Director, the Company conducts appropriate checks of their background and experience. These checks were carried out in respect of Ms Dwyer, and did not reveal any information of concern.

Tonianne Dwyer BJuris (Hons), LLB (Hons), FAICD

Tonianne Dwyer was appointed as a Director of the Company on 31 October 2024 (at the conclusion of the 2024 AGM) and has since served as a Director of the Company.

Tonianne is a Non-Executive Director of Dyno Nobel Limited and Growthpoint Properties Australia Limited, and a former Non-Executive Director of ALS Limited. She is also the Deputy Chancellor and member of the Senate of the University of Queensland, a director of the Sir John Monash Foundation and a member of the Takeovers Panel. Tonianne is an experienced non-executive director and has extensive executive experience in investment banking, funds management, real estate and corporate strategy across a variety of sectors and international markets. She had a 23year executive career in investment banking and real estate during which she held senior management roles with Hambros Bank, Société Generale, and Quintain Estates and Development plc in the UK.

Tonianne holds a Bachelor of Laws (Hons) and a Bachelor of Jurisprudence (Hons) from the University of Western Australia and is a Fellow and member of the Queensland Division Council of the Australian Institute of Company Directors and a member of Chief Executive Women.

Tonianne is the chair of the Board Audit & Risk Committee, and a member of the People & Remuneration, and Nomination Committees.

The Board supports Tonianne’s election, because she brings a diverse skill set, including expertise in strategy, governance and risk, finance, acquisitions, and capital projects gained from her executive and non-executive roles in the mining, property and wholesale distribution industries.

Directors’ recommendation

The Directors (with Tonianne Dwyer abstaining) recommend that shareholders vote FOR this Resolution.

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Issue of Performance Share Rights under Long Term Incentive Plan

Resolution 3 – Approval of Issue of Performance Share Rights to Michael Emmett, Director of the Company under the Company’s Long Term Incentive Plan

CEO remuneration

Mr Emmett’s remuneration arrangements for FY26 as CEO and Managing Director ( CEO ) are unchanged from FY25 and are set out as follows:

Fixed remuneration	$1,250,000
Short Term Incentive (at target)*	$1,000,000
Long Term Incentive Opportunity**	$1,875,000
Total Target Remuneration	$4,125,000

• Maximum Short-Term Incentive Opportunity for FY26 is capped at 150% of target STI award.

** Face value of LTI award. The FY26 LTI grant is subject to being approved by shareholders at the AGM.

Overview of the Long-Term Incentive (LTI) Plan

AUB Group’s remuneration strategy and framework is based on a ‘pay for performance’ philosophy which supports sustainable value for shareholders, partners and our people.

The LTI Plan is used to attract, retain and motivate appropriately qualified and experienced executives who, on an individual basis, have the ability to impact AUB Group’s longer term financial performance.

Consistent with this policy, the Board believes that it is in shareholders’ interests to provide the CEO with an equity-based long-term incentive to ensure there is alignment between returns to shareholders and the rewards for the CEO.

Approval sought

Shareholder approval is being sought for the grant of 56,256 Performance Share Rights ( PSRs ) to Mr Emmett under the Company’s LTI Plan. Approval is being sought for all purposes, including for ASX Listing Rule 10.14, which requires that shareholder approval be obtained for the acquisition of securities by a director under an employee incentive scheme.

Specific terms of the CEO’s LTI grant

The Board proposes that the CEO be granted 56,256 PSRs under the LTI Plan for his FY26 award.

The Board has determined Mr Emmett’s long term incentive opportunity for the FY26 award is $1,875,000 ( LTI Opportunity ), representing 150% of his fixed remuneration of $1,250,000.

The actual number of PSRs to be granted to Mr Emmett was calculated by dividing the dollar value of his maximum LTI Opportunity (being $1,875,000) by the VWAP of the Company’s shares traded on the ASX over the 60 trading days prior to 1 July 2025 (being $33.33) rounded to the nearest whole number of PSRs.

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Key terms of the LTI Plan and PSRs

The key terms of the PSRs to be granted to the CEO under the LTI Plan are outlined below.

Vesting Conditions and Performance Period	PSRs will only vest to the extent that the vesting conditions are satisfied over the three year performance period, commencing on 1 July 2025. • 40% of PSRs are tested against an EPS growth hurdle • 40% of PSRs are tested against a Relative TSR hurdle • 20% of PSRs are tested against a Return on Invested Capital (ROIC) hurdle
EPS – 40% weighting	The Earnings Per Share (EPS) vesting condition is measured by comparing the compound annual growth rate (CAGR) of the Underlying EPS from 1 July 2025 (the start of the performance period) to the Underlying EPS for the year ending 30 June 2028 (being the final year of the performance period). The percentage of PSRs that may vest is determined based on the following vesting schedule: CAGR of Underlying EPS PSRs subject to EPS vesting condition that vests (%) Less than 7% 0% 7% 50% Greater than 7% to less than 12% Linear vesting from 50% to 100% 12% or more 100%
Relative TSR – 40% weighting	Total shareholder return (TSR) measures the percentage growth in the share price together with the value of dividends paid during the relevant three year performance period, assuming all dividends are reinvested into new securities. The Board approves a Peer Comparator Group and has the discretion to periodically review and adjust the composition of the Peer Comparator Group, including to take into account acquisitions, mergers, or other relevant corporate actions.

The Peer Comparator Group comprises constituents of the S&P/ASX Small Ordinaries Industrials Index (AXSID), defined at the commencement of the performance period.

For purposes of calculating the growth in AUB Group’s share price over the performance period, the following opening and closing share prices will be used:

• for the opening share price, the VWAP during the 60 trading days ending on the first day of the performance period, and

• for the closing share price, the VWAP during the 60 trading days ending on the last day of the performance period.

For any PSRs to vest pursuant to the Relative TSR vesting condition, AUB Group’s compound TSR must be equal to or greater than the median ranking of constituents of the Peer Comparator Group.

The percentage of PSRs that may vest is determined based on the following vesting schedule:

AUB Group’s TSR ranking relative to Peer	PSRs subject to Relative TSR vesting
Comparator Group	condition that vests (%)
Below the 50thpercentile	0%
50thpercentile	50%
Between the 50thand 75thpercentile	Linear vesting from 50% to 100%
At or above the 75thpercentile	100%

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ROIC – The ROIC vesting condition is measured based on the average annual return on invested capital ( ROIC ) achieved from 1 July 2025 (the start of the performance period) to 30 June 2028 (being the final year of the 20% weighting performance period).

ROIC in each year is calculated as EBITA Less Tax divided by Average Invested Capital, defined as follows:

EBITA Less Tax	Underlying NPAT plus interest expense related to external borrowings (net of interest received from operating bank accounts) as per consolidated financial statements after tax.
Invested Capital	The sum of equity attributable to equity holders of the parent plus interest-bearing loans and borrowing (excluding lease liabilities), less cash and cash equivalents not held in trust, less net non-cash accounting adjustments to carrying value during the last three financial years.
Average Invested Capital	(Invested Capital at financial year end + Invested Capital at previous financial year end)/2
3 year average ROIC	Simple average of ROIC in each of the 3 years of the performance period

The percentage of PSRs that may vest is determined based on the following vesting schedule:

3 year average ROIC	PSRs subject to ROIC vesting condition that
	vests (%)
Less than 11%	0%
11%	50%
Greater than 11% to less than 12%	Linear vesting from 50% to 100%
12% or more	100%

Vesting PSRs vest following testing by the Board at the end of the performance period. Prior to vesting, the outcome is assessed holistically against individual and Group performance to determine if any discretion to vary from formulaic results should apply.

The Board will have the discretion to exclude the impact of significant acquisitions or capital raisings that are considered in the best long-term interest of AUB if these occur within the final 12 months of the performance period, as well as the impact of non P&L foreign exchange movements (net of tax) on ROIC outcomes that do not reflect underlying performance. Any discretion applied will be disclosed.

If PSRs vest, the Board has discretion to issue new shares, acquire shares on-market or to cash settle to satisfy the PSRs that will vest.

The CEO receives one share for each PSR that vests or, if the Board determines, an equivalent cash payment.

There is no conversion price or exercise price payable for the conversion of the vested PSRs.

Holding Lock There will be a holding lock for a period of one year from the date the PSRs vest and convert into Shares, during which period Mr Emmett will be restricted from dealing with any of the Shares allocated on vesting. The holding lock shares are subject to malus and clawback as set out below.

Malus and The Board has broad malus powers to lapse unvested PSRs in a number of circumstances including fraud, clawback dishonesty, gross misconduct, breach of duties or obligations, a material misstatement, error or omission in the financial report, to prevent a participant being entitled to an inappropriate benefit.,.

The clawback policy also permits the Board to seek repayment of the value of any shares allocated on exercise of the PSRs, as well as cash payments received on vesting and exercise of PSRs. Eligibility for No dividend entitlements will accrue or be made on PSRs that do not vest. An amount (based upon dividends paid by AUB during the performance period) accrues on the PSRs and is paid in cash at the end

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dividends	of the performance period if the PSRs vest. Dividend entitlements will not result in any dividend payments
	on PSRs during the vesting period.
Voting rights	PSRs do not carry any voting rights. Shares allocated on vesting and conversion of PSRs carry the same
	dividend and voting rights as other Shares.
Cessation of	If the CEO ceases employment before his PSRs vest, the following treatment applies:
employment	• if employment is terminated in accordance with Mr Emmett’s employment agreement, without notice,
	for serious misconduct or by reason of illness, injury or incapacity of Mr Emmett, all unvested PSRs will
	automatically lapse; and
	• if employment is terminated with notice given by the Company or Mr Emmett, all unvested PSRs remain
	on foot and will be tested in the ordinary course.
Change of	There is no automatic vesting of PSRs on a change of control. The Board has discretion to determine the
control event	appropriate treatment of unvested PSRs in the event of a change of control having regard for the
	circumstances of the change of control.
	Where the Board does not exercise this discretion, there will be a pro-rata vesting of PSRs based on the
	proportion of the performance period that has passed at the time of the change of control event.
Reorganisation	If any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the
	Company is effected, PSRs may be adjusted in the manner required by the Listing Rules.
Restrictions on	PSRs are not transferable and participants are prohibited from entering into hedging arrangements in
dealing/hedging	respect of PSRs.
Participation in	PSRs carry no entitlement to participate in new issues of Shares by the Company prior to the vesting and
new and bonus	exercise of the PSRs. In the event of a bonus issue, PSRs will be adjusted in the manner required by the
issues	Listing Rules.

Other Information Required by ASX

The following information in relation to the issue of PSRs to Mr Emmett is provided to shareholders:

• (a) Michael Emmett is the only Director of the Company eligible to participate in the Company’s equity incentive schemes. Mr Emmett falls within the requirements of Listing Rule 10.14.1 as he is a director of the Company. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the scheme after the resolution is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under that Listing Rule.

• (b) The Company uses PSRs because they create shareholder value and alignment between executives and ordinary shareholders but do not provide the executives with the full benefits of share ownership (such as dividend and voting rights) unless and until the PSRs vest.

• (c) The PSRs are being issued for nil consideration as they form part of Mr Emmett’s incentive arrangements.

The following securities have previously been issued to Mr Emmett for nil consideration under the LTI Plan:

Date of Issue	Type of Securities	Number of Securities
19 December 2019	5 year PSRs	200,000
19 December 2019	3 year PSRs	76,029

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18 December 2020	3 year PSRs	78,795
11 November 2021	3 year PSRs	53,277
2 September 2022	Deferred Short Term Incentive (DSTI) PSRs	16,009
29 March 2023	3 year PSRs	52,576
1 September 2023	DSTI PSRs	12,276
3 November 2023	3 year PSRs	69,989
2 September 2024	DSTI PSRs	13,939
1 November 2024	3 year PSRs	62,563
1 September 2025	DSTI PSRs	12,432
	Total PSRs	647,885
11 November 2021	Share Appreciation Rights	508,388

• (d) There are no loans applicable for the PSRs.

• (e) The PSRs will be issued within 12 months from the date of this Meeting, if approved by shareholders of the Company.

• (f) If shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise Mr Emmett.

• (g) Details of any securities issued under the scheme 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 Listing Rule 10.14.

Directors’ recommendation

The Directors (with Michael Emmett abstaining) recommend that shareholders vote FOR this Resolution.

AUB Group Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

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Glossary

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

Annual Report means the 2025 Annual Report to shareholders for the period ended 30 June 2025 as lodged by the Company with ASX on 26 August 2025.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of Ernst & Young dated 26 August 2025 as included in the Annual Report.

Average Invested Capital means (Invested Capital at financial year end + Invested Capital at previous financial year end)/2.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

CAGR means compound annual growth rate (expressed as a %).

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

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

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of 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 dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company or AUB Group means AUB Group Limited ACN 000 000 715.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Report.

Dollar or “ $ ” or AUD means Australian dollars.

EBITA Less Tax means Underlying NPAT plus interest expense as per consolidated accounts after tax.

EPS means underlying earnings per share.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

AUB Group Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

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Invested Capital means the sum of equity attributable to equity holders of the parent and interest-bearing loans and borrowings, less cash and cash equivalents not held in trust.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 10 October 2025 including the Explanatory Statement.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Peer Comparator Group means Constituents of the S&P/ASX Small Ordinaries Industrials Index (AXSID), defined at the commencement of the performance period.

Performance Share Right means a security which, subject to vesting, is a right to receive one fully-paid ordinary share in AUB Group (or at the Board’s discretion, an equivalent cash payment).

Proxy Form means the proxy form attached to this Notice of Meeting.

Relative TSR means AUB Group’s compounded TSR measured against the ranking of constituents of the Peer Comparator Group.

Remuneration Report means the remuneration report as set out in the Directors’ Report.

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

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Return on Invested Capital ( ROIC ) means a profitability or performance ratio that aims to measure the percentage return that AUB Group earns on invested capital.

Securities mean Shares and/or Performance Share Rights and/or Share Appreciation Rights (as the context requires).

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

Share Registry means MUFG Corporate Markets (AU) Limited.

Shareholder means a holder of a Share.

Spill Meeting means the meeting that will be convened within 90 days of the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

Spill Resolution means the resolution required to be put to shareholders at the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

TSR means the percentage growth in the share price together with the value of dividends paid during the relevant three-year performance period, assuming all dividends are reinvested into new securities.

Underlying EPS means underlying earnings per share, being, in respect of any financial year, the Underlying NPAT divided by the weighted average number of shares on issue during the financial year.

Underlying NPAT means underlying net profit after tax. Underlying NPAT is the key measure used by management and the board to assess and review business performance. Underlying NPAT is after non-controlling interests and excludes the cost of amortisation of customer and servicing contracts, fair value adjustments on consolidation or deconsolidation, impairment charges,

AUB Group Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

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movements in contingent consideration, the impacts of a reduction in interest in associates and disposals of controlled entities, and the costs associated with strategic change programs, arranging debt and acquisition related costs. Other adjustments to the Underlying NPAT calculation may be made in limited circumstances where the Board considers it to be appropriate,

VWAP means the volume weighted average price of Shares traded on ASX.

AUB Group Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

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LODGE YOUR VOTE

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ONLINE  https://au.investorcentre.mpms.mufg.com

BY MAIL 

ABN 60 000 000 715

AUB Group Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: +61 1800 194 270 (free call within Australia) X99999999999 X99999999999 PROXY FORM I/We being a member(s) of AUB Group Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body Meeting (mark box) corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am on Thursday, 13 November 2025 at Allens, Level 28, Deutsche Bank Place, 126 Phillip Street (Corner Hunter & Phillip Streets), Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1 and 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 and 3, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 Adoption of Remuneration Report 2 Election of Tonianne Dwyer as Director 3 Approval of Issue of Performance Share Rights to Michael Emmett, Director of the Company under the Company’s Long Term Incentive Plan  * 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

• 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 votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

AUB PRX2501C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

CORPORATE REPRESENTATIVES

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at support@cm.mpms.mufg.com prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body LODGEMENT OF A PROXY FORM corporate in Step 1. A proxy need not be a shareholder of the Company. If you leave this section blank, or your named proxy does not attend the Meeting, This Proxy Form (and any Power of Attorney under which it is signed) the Chairman of the Meeting will be your proxy. If your named proxy attends must be received at an address given below by 10:00am on Tuesday, the Meeting but does not vote on a poll on a resolution in accordance with 11 November 2025, being not later than 48 hours before the your directions, the Chairman of the Meeting will become your proxy in respect commencement of the Meeting. Any Proxy Form received after that of that resolution. A proxy need not be a shareholder of the Company. time will not be valid for the scheduled Meeting. DEFAULT TO CHAIRMAN OF THE MEETING Proxy Forms may be lodged using the reply paid envelope or: Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as ONLINE  directed. Any undirected proxies that default to the Chairman of the Meeting https://au.investorcentre.mpms.mufg.com will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration Login to the Investor Centre using the holding details as shown of KMP. On a poll, the Chairman of the Meeting will vote directed proxies as on the Voting/Proxy Form. Select ‘Voting’ and follow the directed and may vote undirected proxies as the Chairman of the Meeting prompts to lodge your vote. To use the online lodgement facility, sees fit. If the Chairman of the Meeting is your proxy or becomes your proxy shareholders will need their “Holder Identifier” - Securityholder by default, and you do not provide voting directions, then by submitting the Proxy Form you are expressly authorising the Chairman of the Meeting to Reference Number (SRN) or Holder Identification Number (HIN). exercise your proxy on resolutions that are connected directly or indirectly with the remuneration of KMP. BY MOBILE DEVICE QR Code Our voting website is designed specifically VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT for voting online. You can now lodge your You may direct your proxy how to vote by placing a mark in one of the boxes vote by scanning the QR code adjacent or opposite each item of business. All your shares will be voted in accordance with enter the voting link such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to https://au.investorcentre.mpms.mufg.com vote in the appropriate box or boxes. If you do not mark any of the boxes on the into your mobile device. Log in using the items of business, your proxy may vote as he or she chooses. If you mark more Holder Identifier and postcode for your than one box on an item your vote on that item will be invalid. If you wish to shareholding. appoint a Director (other than the Chairman) or other member of the KMP or their closely related parties as your proxy, you must specify how they should To scan the code you will need a QR code reader application vote on Resolutions 1 and 3 by marking the appropriate box (either For/Against/ which can be downloaded for free on your mobile device. Abstain). If you do not specify how your proxy should vote, your proxy will not be able to exercise your vote for Resolutions 1 and 3. BY MAIL  APPOINTMENT OF A SECOND PROXY AUB Group Limited You are entitled to appoint up to two persons as proxies to attend the Meeting C/- MUFG Corporate Markets (AU) Limited and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Locked Bag A14 Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. Sydney South NSW 1235 Australia To appoint a second proxy you must: (a) percentage of your voting rights or number of shares applicable to thaton each of the first Proxy Form and the second Proxy Form state the  BY FAX +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your BY HAND votes. Fractions of votes will be disregarded; and  delivering it to MUFG Corporate Markets (AU) Limited (b) return both forms together. Parramatta Square SIGNING INSTRUCTIONS Level 22, Tower 6 You must sign this form as follows in the spaces provided: 10 Darcy Street Individual: where the holding is in one name, the holder must sign. Parramatta NSW 2150 Joint Holding: where the holding is in more than one name, either shareholder may sign. * During business hours (Monday to Friday, 9:00am–5:00pm) Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.