AUDINATE GROUP LIMITED — AGM Information 2025

Sep 18, 2025

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19 September 2025

Dear Shareholder,

On behalf of the Directors of Audinate Group Limited ( Audinate ), I am pleased to invite you to the 2025 Annual General Meeting ( AGM ) of Audinate. Enclosed is the Notice of Meeting setting out the business of the AGM.

Audinate’s 2025 AGM will be held on Tuesday, 21 October 2025 commencing at 11:00am (Sydney time) at Rydges Sydney Central at 28 Albion Street, Surry Hills, NSW 2010.

If you are attending the AGM please bring your Proxy Form to facilitate faster registration. If you are unable to attend the AGM, I encourage you to complete and return your Proxy Form no later than 11:00am (Sydney time) on Sunday, 19 October 2025 in one of the ways specified in the Notice of Meeting or Proxy Form.

All resolutions considered at the AGM will be decided on by poll. I encourage you to read the Notice of Meeting (including the Explanatory Memorandum) and consider directing your proxy how to vote in each resolution by marking either the “for” box, the “against” box or the “abstain” box on the Proxy Form.

Subject to the abstentions noted in the Explanatory Memorandum, the Directors of Audinate unanimously recommend that shareholders vote in favour of all resolutions.

Following the conclusion of the AGM, you are welcome to join the Board and Management for light refreshments.

Thank you for your continued support of Audinate.

Yours faithfully,

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Alison Ledger Chair

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AUDINATE GROUP LIMITED ABN 56 618 616 916

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2025 Annual General Meeting ( AGM or Meeting ) of shareholders of Audinate Group Limited ( Audinate or the Company ) will be held:

Date: Tuesday, 21 October 2025 Time: 11:00am (Sydney time) Venue: Riley Room, Rydges Sydney Central, 28 Albion Street, Surry Hills, NSW 2010.

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum, Entitlement to Attend and Vote section and Proxy Form are part of this Notice of Meeting.

A. CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors’ Report, and the Independent Auditor’s Report of the Company for the financial year ended 30 June 2025 ( 2025 Annual Report ).

All shareholders can view the 2025 Annual Report which contains the Financial Report for the year ended 30 June 2025 on the Company’s website at https://investor.audinate.com/investor-centre/

Shareholders are not required to vote on this item. However, during this item, shareholders will be given an opportunity to ask questions about, and make comments on, Audinate’s 2025 Annual Report.

B. QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chair of the Meeting will give shareholders a reasonable opportunity to ask questions about or make comments on the business of the Meeting, the management of the Company or about the Company generally.

The Company’s external Auditor, Ernst & Young ( Auditor ), will attend the Meeting and there will be a reasonable opportunity for those shareholders present to ask the Auditor questions relevant to:

• a. the conduct of the audit;

• b. the preparation and content of the Independent Auditor’s Report;

• c. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• d. the independence of the Auditor in relation to the conduct of the audit.

The Chair will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor’s Report or the conduct of the audit.

C. ITEMS FOR APPROVAL

Resolution 1. Re-election of Director – Mr Roger Price

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

“That for the purposes of clause 15.6 of the Company’s Constitution and for all other purposes, Roger Price, who retires and being eligible, is re-elected as a Director of the Company.”

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Resolution 2. Remuneration Report

To consider and if thought fit, pass the following as a non-binding ordinary resolution of the Company:

“ That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Company’s Remuneration Report for the financial year ended 30 June 2025, as set out in the Directors’ Report, be adopted.”

The Remuneration Report is contained in the 2025 Annual Report (available at https://investor.audinate.com/investor-centre/). Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) ( Corporations Act ), the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

A vote on Resolution 2 must not be cast (in any capacity) by, or on behalf of, the following persons:

• a. a member of the key management personnel ( KMP ) whose remuneration details are included in the 2025 Remuneration Report; or

• b. a closely related party of such a KMP (including close family members and companies the KMP controls). However, a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:

• a. the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or

• b. the vote is cast by the Chair of the Meeting and the appointment of the Chair as proxy:

• i. does not specify the way the proxy is to vote on the resolution; and

• ii. expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP; or

• c. the proxy holder is 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.

In accordance with section 250BD of the Corporations Act, a vote must not be cast on Resolution 2 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person where the proxy appointment specifies the way the proxy is to vote on the resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting where the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

“Key management personnel” and “closely related party” have the same meaning as set out in the Corporations Act.

Resolution 3. Issue of Performance Rights to CEO

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 261,019 Performance Rights to Mr Aidan Williams under the Audinate Long Term Incentive Plan on the terms described in the Explanatory Memorandum which forms part of this Notice of Meeting, is approved.”

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Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11 and the Corporations Act, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• a. Aidan Williams; or

• b. an associate of Aidan Williams.

Additionally, in accordance with ASX Listing Rule 14.11, the Company will also disregard any votes cast in favour of Resolution 3 by or on behalf of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question and any of their associates.

However, this does not apply to a vote cast in favour of Resolution 3 by:

• a. a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with the directions given to the proxy or attorney to vote on these Resolutions in that way; or

• b. the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on these Resolutions as the Chair of the Meeting 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 Resolution 3; and

• ii. the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.

In accordance with section 250BD of the Corporations Act, a vote must not be cast on Resolution 3 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person where the proxy appointment specifies the way the proxy is to vote on the resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting where the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

Resolution 4. Ratification of Iris Studio Placement

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue on 21 July 2025 of a total of 869,187 fully paid ordinary shares in Audinate Group Limited at an issue price of $7.076995 per Share, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, is ratified.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour on Resolution 4 by or on behalf of:

• a. any person who participated in the above issue or is a counterparty to the agreement being approved; or

• b. an associate of those persons.

Additionally, in accordance with ASX Listing Rule 14.11, the Company will also disregard any votes cast in favour of Resolution 4 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved.

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However, this does not apply to a vote cast in favour of Resolution 4 by:

• a. a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or

• b. the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair to vote on the Resolution as the Chair of the Meeting 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 Resolution 4; and

• ii. the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5. Renewal of Proportional Takeover Provisions

To consider and, if thought fit, pass the following as a special resolution of the Company:

“That, the proportional takeover provisions in clause 27 of the Company’s Constitution, as set out in Attachment B of this Notice of Meeting, be renewed for a period of three years commencing on the day this resolution is passed.”

BY ORDER OF THE BOARD

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Chris Rollinson Company Secretary 19 September 2025

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ENTITLEMENT TO ATTEND AND VOTE

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm Sydney time) on Sunday, 19 October 2025 will be entitled to attend and vote at the AGM as a shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Appointment of Proxy

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the AGM.

A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder’s votes.

Should you appoint the Chair as your proxy, by submitting the Proxy Form, you are authorising the Chair to vote on the relevant resolution, even though the resolutions may be connected directly, or indirectly, with the remuneration of key management personnel.

To be effective, the proxy must be received at the Share Registry of the Company no later than 11:00am (Sydney time) on Sunday, 19 October 2025. Proxies must be received before that time by one of the following methods:

methods:
Online (preferred):	au.investorcentre.mpms.mufg.com
By post:	Audinate Group Limited
	C/- MUFG Corporate Markets (AU) Limited
	Locked Bag A14
	Sydney South NSW 1235
	Australia
By facsimile:	(02) 9287 0309 (within Australia)
	+61 2 9287 0309 (from outside Australia)
By delivery in person:	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).

To be valid, a Proxy Form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner. A personalised hardcopy of your Proxy Form can be obtained by contacting MUFG Corporate Markets (AU).

Power of Attorney

A Proxy Form and the original power of attorney (if any) under which the Proxy Form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 11:00am (Sydney time) on Sunday, 19 October 2025, being 48 hours before the AGM.

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Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should provide a properly executed letter or other document confirming its authority to act as the company’s representative to MUFG Corporate Markets (AU) prior to the Meeting. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at au.investorcentre.mpms.mufg.com .

IMPORTANT: If you appoint the Chair of the Meeting as your proxy, or the Chair becomes your proxy by default, and you do not direct your proxy how to vote on Resolutions 2 and 3 then by submitting the Proxy Form you will be expressly authorising the Chair to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the KMP. The Chair of the Meeting intends to vote all available undirected proxies in favour of Resolutions 2 and 3.

Voting at the Meeting

Voting on each of the proposed resolutions at this Meeting will be conducted by a poll, rather than on a show of hands, in accordance with the Corporations Act.

SHAREHOLDER QUESTIONS – SUBMITTED PRIOR TO THE MEETING

Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance are invited to do so. Please log onto au.investorcentre.mpms.mufg.com, select Voting then click ‘Ask a Question’, or alternatively submit an email to the Company Secretary, Chris Rollinson at chris.rollinson@audinate.com

To allow time to collate questions and prepare answers, please submit any questions by 11:00am (Sydney time) on Tuesday, 14 October 2025. Questions will be collated, and, during the AGM, the Chair will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to shareholders.

CONDUCT OF MEETING

Audinate is committed to ensuring that its shareholder Meetings are conducted in a manner which provides those shareholders (or their proxy holders) who attend the Meeting with the opportunity to participate in the business of the Meeting in an orderly fashion and to ask questions about and comment on matters relevant to the business of the Meeting or about the Company generally.

Audinate will not allow conduct at any shareholder Meeting which is discourteous to those who are present at the Meeting, or which in any way disrupts or interferes with the proper conduct of the Meeting. The Chair of the Meeting will exercise their powers as the Chair to ensure that the Meeting is conducted in an orderly and timely fashion, in the interests of all attending shareholders.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of the Company ( Shareholders ) in relation to the business to be conducted at the Company’s AGM to be held on Tuesday, 21 October 2025.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions.

Subject to the abstentions noted below, the Directors unanimously recommend Shareholders vote in favour of all Resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution.

Resolutions 1, 2, 3 and 4 are ordinary resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution. Resolution 2, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company. Resolution 5 is a special resolution which requires a 75% majority of votes cast by Shareholders present and entitled to vote on the resolution.

Resolution 1. Re-election of Director – Mr Roger Price

Roger Price is a Non-Executive Director of Audinate and a member of the Audit and Risk Management Committee and was recently appointed to the Remuneration and Nomination Committee. Roger was appointed as a director of the Company on 19 April 2017 and re-elected by Shareholders at the 2017, 2020 and 2022 Annual General Meetings.

In accordance with Listing Rule 14.4, a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment, or three years, whichever is the longer. In addition, clause 15.6 of the Constitution provides that at each Annual General Meeting one-third of the directors (other than the managing director), or, if their number is not three or a multiple of three, then the number nearest to but not exceeding one-third of the directors must retire from office by rotation. Directors who retire by reason of clause 15.6 of the Constitution are those directors who have been in office the longest since their last election. A retiring director is eligible for re-election.

Roger was last appointed as a Director on 25 October 2022 and accordingly, retires from office in accordance with the above requirements and submits himself for re-election.

Roger is currently Chair of Additive Assurance Pty Ltd and Binary Tech Global Pty Ltd. He is also a nonexecutive director of Hiway Group. He was formerly the Executive Chair and Chief Executive Officer of Windlab Limited, a wind energy company (which was listed on the ASX until it was sold and delisted on 29 June 2020). Previously Roger was also a partner at Innovation Capital, a venture capital firm in Sydney, one of the early investors in the Group.

Roger has a depth of operational experience including senior engineering, manufacturing, information technology service and international business development roles for a number of technology-based companies. Prior to joining Innovation Capital, Roger was the Chief Executive Officer of Reino Intl., a developer of advanced parking solutions.

Roger commenced his career at Alcatel and has held senior positions with a number of Australian technology businesses and NASDAQ listed software companies.

The Board has considered whether Roger had any interest, position of relationship that may interfere with his independence as a Director, having regard to the relevant factors as set out in the ASX Principles. The Board considers that Roger (if re-elected), will continue to be an independent director.

Prior to submitting himself for re-election, Roger has confirmed that he would continue to have sufficient time to properly fulfil his duties and responsibilities to the Company.

The Board supports the re-election of Roger and believe that he complements the skills and experience of the board in areas specifically relating to product development, manufacturing and B2B business development

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within international technology companies. He also has significant experience in capital management, mergers & acquisitions and corporate governance.

For the reasons set out above, the Directors, with Mr Roger Price abstaining, unanimously recommend Shareholders vote in favour of this Resolution 1.

Resolution 2. Remuneration Report

Section 250R(2) of the Corporations Act requires that the section of the Directors' Report dealing with the remuneration of directors and key management personnel of the Company ( Remuneration Report ) be put to the vote of Shareholders for adoption by way of a non-binding vote. The vote on 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 account in setting remuneration policy for future years.

Key management personnel ( KMP ) are those persons having authority and responsibility for planning, directing and controlling the activities of Audinate including any executive or non-executive director.

Broadly, the Remuneration Report:

• discusses the Board of Audinate’s policy in relation to remuneration of the KMP;

• discusses the relationship between the Board’s policy and Company performance;

• details any performance conditions attached to KMP remuneration; and

• sets out remuneration details for each KMP.

Shareholders can view the full Remuneration Report in the 2025 Annual Report which is available on Audinate’s website at https://investor.audinate.com/investor-centre/

Following consideration of the Remuneration Report, the Chair of the Meeting will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Noting that each director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Directors unanimously recommend Shareholders vote in favour of this Resolution 2.

Resolution 3. Issue of Performance Rights to CEO

Please refer to the Company’s Remuneration Report in the 2025 Annual Report for details on the Company’s approach to remuneration which includes fixed and at-risk remuneration.

Resolution 3 seeks shareholder approval of the proposed grant of Performance Rights to Mr Aidan Williams, Chief Executive Officer and Director of Audinate, to acquire fully paid ordinary shares in the Company under the Audinate Long Term Incentive Plan ( Plan ). The Company has agreed, subject to obtaining shareholder approval, to grant 261,019 Performance Rights to Mr Williams ( Issue ).

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive plan unless it obtains the prior approval of its shareholders:

• a director of the company (Listing Rule 10.14.1);

• an associate of a director of the company (Listing Rule 10.14.2); or

• a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders.

The Issue falls within Listing Rule 10.14.1 as the proposed Issue is to Aidan Williams, a Director of the Company, and therefore requires the approval of Audinate’s Shareholders under Listing Rule 10.14.

Resolution 3 seeks the required shareholder approval to the Issue under and for the purposes of Listing Rule 10.14.

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If Shareholders approve Resolution 3, the Company will be able to proceed with the Issue of Performance Rights to Mr Williams on the terms and conditions as set out in this Notice. Further to this, approval of this resolution will result in the grant of 261,019 Performance Rights to Mr Williams falling within exception 14 in Listing Rule 7.2. Therefore, the Issue of Performance Rights to Mr Williams will not be included in the 15% maximum issuance calculation for the purposes of Listing Rule 7.1. The issue of shares in the Company on the vesting of the Performance Rights will also be excluded from calculating the Company’s issuance capacity under Listing Rule 7.1.

If Shareholders do not approve Resolution 3, the proposed Issue of Performance Rights to Mr Williams will not proceed and the Board would need to consider alternative remuneration arrangements. However, to ensure Audinate can attract and retain the right talent and align their interests with those of Shareholders, the Board considers it is important for Audinate to offer incentives to its executives that are in line with market practice.

Proposed Number of Performance Rights

It is proposed that Mr Williams be granted 261,019 Performance Rights. The number of rights proposed to be granted represents a value equivalent to 200% of his total fixed remuneration divided by the 10-trading day volume weighted average price of Audinate shares traded in the period from and including 18[th] August 2025 up to and including 29[th] August 2025.

In determining the number of Performance Rights recommended to be issued to Mr Williams, the Remuneration & Nomination Committee took into consideration external advice and sought to balance short-term remuneration with long-term share-holder growth.

Vesting Conditions and Performance Hurdles

• The Performance Rights will vest over a period of three years subject to the satisfaction of both: 1) a service based vesting condition; and

• 2) the relevant performance hurdles.

The vesting condition for the Performance Rights is that Mr Williams must remain an Employee (as defined in the Plan Rules) up to and including the vesting date for the Performance Rights. The Performance Rights vest from 30 June 2028 subject to satisfaction of the vesting conditions below.

The performance hurdles for the Performance Rights are as follows:

• 1) US Dollar Gross Profit Performance Hurdle - 195,764 of the Performance Rights (75% of total Performance Rights) have a gross profit performance hurdle aligned to the Company’s US Dollar Gross Profit compound annual growth rate ( CAGR ) over the three years from 1 July 2025 to 30 June 2028; and

• 2) Relative Total Shareholder Return Performance Hurdle - 65,255 of the Performance Rights (25% of total Performance Rights) have a total shareholder return ( TSR ) performance hurdle which calculates the return Shareholders would earn if they held a notional number of Audinate shares over the 3 year performance period and measures the change in Audinate’s share price, together with the value of dividends during the period, assuming that all those dividends are re-invested into Audinate shares. The relative TSR performance hurdle assesses Audinate’s TSR relative to constituents of the S&P/ASX 300 Index (excluding companies in the Metals & Mining GICS industry and the Energy, Utilities and Real Estate GICS sectors). For the purposes of calculating TSR, Audinate will use the volume weighted average price of the company's shares on ASX over the 5 trading days prior to/including 31[st] August 2025 and 5 trading days immediately following 31[st] August 2025, and the 5 trading days prior to/including 31[st] August 2028 and 5 trading days immediately following 31[st] August 2028.

For the US Dollar Gross Profit CAGR performance hurdle, the Performance Rights commence vesting (at 50%) upon achieving a 10% US Dollar Gross Profit CAGR and will vest fully upon achieving a 25% or higher US Dollar Gross Profit CAGR with pro-rata straight line vesting for more than 10% and less than 25% US Dollar Gross Profit CAGR.

For the relative TSR performance hurdle, the Performance Rights will commence vesting (at 50%), if Audinate’s TSR is at the median relative to peers and will vest fully if Audinate’s TSR is greater than the 75[th] percentile of relevant peers, with pro-rata straight line vesting if the relative TSR is between the median and 75[th] percentile.

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The Remuneration and Nomination Committee has determined that vesting conditions will be based on US Dollar Gross Profit CAGR and relative TSR. These measures reflect Audinate’s strategic shift from predominantly hardware products to software-based solutions and strengthen alignment with shareholder interests.

The percentage of Performance Rights that vest will be as follows:

US Dollar Gross Profit CAGR Performance Rights (75% of the total performance rights)	% of US Dollar Gross Profit CAGR Performance Rights to vest
Less than 10%	Nil
10%	50% vesting
More than 10% and less than 25%	Pro-rata straight line vesting between 50% and 100%
25% or more	100% vesting
Relative TSR Performance Rights (25% of the total performance rights)	% of Relative TSR Performance Rights to vest
Less than the median	Nil
At median	50%
Between the median and 75thpercentile	Pro-rata straight line vesting between 50% and 100%
Greater than the 75thpercentile	100% vesting

Exercise Period

Mr Williams’s Performance Rights will be automatically exercised on the date specified in the Vesting Notification provided to Mr Williams as defined in the Plan Rules.

Any unvested Performance Rights will automatically lapse on the expiry date of the Performance Rights, being 15 December 2028.

Additional Terms of the Performance Rights

• Performance Rights do not carry any dividend or voting prior to vesting.

• Each vested Right enables Mr Williams to be issued or transferred one share, subject to the rules governing the Plan.

• The Company’s obligation to allocate shares on vesting of the Performance Rights may be satisfied by issuing new shares or procuring the transfer to Mr Williams of the number of shares in respect of which Performance Rights have vested.

• The Plan contains provisions which give the Board the ability, in certain circumstances, to impose clawback, including the lapse of unvested Performance Rights and forfeit of shares allocated upon vesting of Performance Rights (e.g. in the event of fraud, dishonesty or serious breach of duty).

• In the event, in the Board’s opinion, there is the likely result of a change in the control (as defined in the Plan rules) of the Company, the Performance Rights may be subject to accelerated vesting in accordance with the Plan rules.

• In the event there is any corporate action by, or capital reconstruction in relation to the Company (including but not limited to return of capital), adjustments may be made to the number of Performance Rights and/or the number of shares to which Mr Williams is entitled upon vesting in accordance with the Listing Rules or in a manner that the Board considers appropriate.

• In the event of cessation of employment, unvested Performance Rights will be treated as follows:

• If Mr Williams is considered a Good Leaver under the terms of the Plan, the Board in its absolute discretion will determine whether:

  • any or all of Mr Williams’s unvested Performance Rights will continue to be held and subject to the same performance hurdles and vesting conditions;

  • any or all of Mr Williams’s Performance Rights will be bought back in accordance with the Rules; or

  • any or all of the Performance Rights will automatically lapse.

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• If Mr Williams ceases employment prior to the vesting date other than as a Good Leaver, all of the unvested Performance Rights will lapse unless the Board determines otherwise and any vested Performance Rights which have not converted to shares will remain in force and be exercisable.

• Under the Plan rules, any dealing in respect of a Right is prohibited, unless the Board determines otherwise, or the dealing is required by law.

Technical information for the purposes of the ASX Listing Rules

In accordance with the requirements of ASX Listing Rule 10.15, the following information is provided with respect to Resolution 3:

• Aidan Williams is a Director of the Company and as such falls within the category of person in ASX Listing Rule 10.14.1. Accordingly, shareholder approval for Mr Williams to acquire equity securities under an employee incentive scheme for the purpose of ASX Listing Rule 10.14 is required.

• The number of Performance Rights (and subsequently, the number of shares) that may be acquired by Mr Williams under the Plan and for which shareholder approval is sought is 261,019

• Mr Williams’ current total remuneration package for FY26 comprises:

  • a fixed base salary of $650,000 (including superannuation):

  • a variable short-term incentive (bonus) of up to $609,375, payable in cash; and

  • a variable long-term incentive of up to $1,300,000 worth of Performance Rights, the subject of this resolution.

• The following securities have been previously issued to Mr Williams under the Company’s Long Term Incentive Plan:

  • 236,398 Performance Rights were granted in accordance with the disclosure provided by the Company in its prospectus dated 13 June 2017. The Performance Rights were granted for nil financial consideration;

  • 40,114 Performance Rights were granted on 30 June 2020, following approval by Shareholders at the 2019 Annual General Meeting. The Performance Rights were granted for nil financial consideration;

  • 51,702 Performance Rights were granted on 11 November 2020, following approval by Shareholders at the 2020 Annual General Meeting. The Performance Rights were granted for nil financial consideration;

  • 40,600 Performance Rights were granted on 29 November 2021, following approval by Shareholders at the 2021 Annual General Meeting. The Performance Rights were granted for nil financial consideration;

  • 70,000 Performance Rights were granted on 4 November 2022, following approval by Shareholders at the 2022 Annual General Meeting. The Performance Rights were granted for nil financial consideration; and

  • 47,059 Performance Rights were granted on 24 October 2023, following approval by Shareholders at the 2023 Annual General Meeting. The Performance Rights were granted for nil financial consideration.

  • 89,201 Performance Rights were granted on 23 October 2024, following approval by Shareholders at the 2024 Annual General Meeting. The Performance Rights were granted for nil financial consideration.

• Key terms of the Performance Rights: The Performance Rights are not quoted on the ASX and carry no voting or dividend rights. The key terms of the Performance Rights are noted above. Shares issued on vesting of the Performance Rights will rank equally with ordinary shares on issue.

• Reason for issuing Performance Rights: Performance Rights are considered by the Board to be an appropriate equity security under the Audinate Long Term Incentive Plan as the vesting of those Performance Rights link directly to vesting conditions (described above) which relate to the performance of the company, to be satisfied before fully paid ordinary shares are issued.

• Value attributed to Performance Rights: The value of Performance Rights is based upon the fair value at grant date, which, in accordance with AASB 2 Share-based Payment does not consider the

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probability of the actual shares expected to vest. The share-based payment expense will be adjusted over the period, as further information becomes available to reflect the actual shares awarded.

• The Performance Rights will be issued to Mr Williams on or about the date of the AGM, but in any event no later than 3 years after the date of the Meeting.

• The issue price for the Performance Rights is nil and no money is payable by Mr Williams for a Share on the vesting of a Performance Right.

• A summary of the material terms of the Audinate Long Term Incentive Plan is set out in Attachment A.

• No loans will be made in relation to the acquisition of the Performance Rights or shares by Mr Williams.

• Details of any securities issued under the Audinate Long Term Incentive Plan will be published in Audinate’s annual report relating to the period in which they were issued, along with a statement that approval for the Issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Audinate Long Term Incentive Plan after this Resolution 3 is approved and who are not named in this Notice will not participate until approval is obtained.

• A voting exclusion statement is set out in the Notice.

Directors’ Recommendation

The Directors, with Mr Williams abstaining, unanimously recommend that Shareholders vote in favour of Resolution 3, for the reasons set out below:

• The Directors consider that it is important for the Company to be able to attract and retain experienced Executives and that the proposed grant of Performance Rights to Mr Williams is appropriate taking into account his level of experience and contribution to the Company;

• The Directors consider that the proposed number of Performance Rights to be granted to Mr Williams is appropriate to:

• Motivate Mr Williams to pursue long-term growth and success of the Company (within an appropriate control framework);

• Align the interests of key leadership with the long-term interests of the Company’s Shareholders; and

• Ensure a clear correlation between performance and remuneration, in accordance with the Company’s remuneration policy; and

• The ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th edition) note that equity-based remuneration can be an effective form of remuneration for executives.

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Resolution 4: Ratification of Shares issued to Iris Studios

Background

On 25 June 2025, the Company announced it had entered into a binding agreement and plan of merger to acquire Iris Studio Inc. ( Iris ).

In July 2025, Audinate completed the acquisition of Iris, a US-based leader in AI-powered, cloud-first camera control. Iris significantly enhances Audinate’s video capabilities and accelerates our vision for seamless control and management of AV-over-IP across a broad and diverse range of devices.

As part consideration for the acquisition, the Company issued on 21 July 2025, 869,187 fully paid ordinary shares at a price of $7.076995 per share.

Specific information about Resolution 4

Under ASX Listing Rule 7.1, a listed entity must obtain ordinary shareholder approval if it wants to issue, or agree to issue, more than 15% of its equity securities over any 12-month period based on the number of fully paid ordinary securities it had on issue at the start of that 12 month period. As described above, the Company issued shares as part consideration for the acquisition of Iris. The issue of shares was made within the 15% limit permitted under ASX Listing Rule 7.1 and without shareholder approval, thereby reducing the Company’s remaining available capacity. ASX Listing Rule 7.4 provides that shareholders may approve an issue of, or agreement to issue, securities after the fact so that the securities issued are regarded as having been made with approval for the purpose of ASX Listing Rule 7.1.

The Company is seeking approval of Resolution 4 for the purposes of ASX Listing Rule 7.4 to enable the Company to refresh its capacity under ASX Listing Rule 7.1, thereby providing the Company with the flexibility to issue further securities under ASX Listing Rule 7.1 if the need arises in the next 12 months.

If Shareholders approve Resolution 4, the issue will be excluded in calculating Audinate’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue of the shares.

If Shareholders do not approve Resolution 4, the issue will be included in calculating Audinate’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue of the shares.

For the purposes of ASX Listing Rule 7.5, the following information is provided:

• the shares were issued to the shareholders of Iris.

• the number of shares issued was 869,187.

• the shares issued are fully paid ordinary shares which rank equally with all other existing shares from the date of issue.

• the shares were issued on 21 July 2025.

• the shares were issued at a price of $7.076995 per share.

• the purpose of the issue is part consideration for the acquisition of Iris.

• the material terms of the agreement to issue the shares: the shares are subject to a holding lock, which will be released upon vesting in 3 equal tranches on the first 3 anniversaries of the closing date, provided the relevant party meets the service-based conditions over that three-year period.

• a Voting Exclusion Statement accompanies Resolution 4 in the Notice of Meeting.

The Directors unanimously recommend Shareholders vote in favour of Resolution 4.

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Resolution 5. Renewal of Proportional Takeover Provisions

Clause 27 of the Company's Constitution ( Clause 27 ) contains provisions dealing with proportional takeover bids for shares in accordance with the Corporations Act. Under the Corporations Act and Clause 27, the provisions must be renewed every three years, or they will cease to have effect. The proposed resolution seeks to reinstate the provision of Clause 27 of the Constitution for three years from the date of approval of the proposed resolution.

The Directors consider that it is in the interests of Shareholders for the Company to include a proportional takeover rule and approval is therefore being sought to renew Clause 27 of the Company’s Constitution.

The Corporations Act requires that the following information be provided to Shareholders when they are considering the renewal of proportional takeover provisions in a constitution.

What is a proportional takeover bid, and why do we need the proportional takeover approval provisions?

A proportional takeover bid involves the bidder offering to buy a proportion only of each shareholder's shares in the target company. This means that control of the Company may pass to the bidder without Shareholders having the chance to sell all their shares to the bidder. It also means the bidder may take control of the Company without paying an adequate amount for gaining control.

In order to deal with this possibility, a company may provide in its constitution that:

• in the event of a proportional takeover bid being made for shares in the company, shareholders are required to vote by ordinary resolution and collectively decide whether to accept or reject the offer; and

• • the majority decision of the company's shareholders will be binding on all individual shareholders.

The Directors consider that Shareholders should be able to vote on whether a proportional takeover bid ought to proceed given such a bid might otherwise allow control of the Company to change without Shareholders being given the opportunity to dispose of all of their shares for a satisfactory control premium. The Directors also believe that the right to vote on a proportional takeover bid may avoid Shareholders feeling pressure to accept the bid even if they do not want it to succeed.

What is the effect of the proportional takeover approval provisions?

If a proportional takeover bid is made, the Directors must ensure that Shareholders vote on a resolution to approve the bid more than 14 days before the bid period closes.

The vote is decided on a simple majority. Each person who, as at the end of the day on which the first offer under the bid was made, held bid class securities, is entitled to vote. However, the bidder and their associates are not allowed to vote.

If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn. If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the Company's Constitution.

The bid will be taken to have been approved if the resolution is not voted on within the deadline specified under the Corporations Act. However, the Directors will breach the Corporations Act if they fail to ensure the approving resolution is voted on.

The proportional takeover approval provisions do not apply to full takeover bids, and only apply for three years after the date they are renewed. The provisions may be renewed, or reinserted upon expiry of the initial threeyear period, but only by way of a special resolution passed by Shareholders.

No present acquisition proposals

As at the date on which this Notice of Meeting was prepared, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

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Potential advantages and disadvantages

While the renewal of Clause 27 will allow the Board to ascertain Shareholders’ views on a proportional takeover bid, the Directors consider that the proportional takeover approval provisions have no potential advantages or disadvantages for them. They remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover approval provisions for shareholders include:

• the provisions give all shareholders (other than the offeror and its associates) an opportunity to study the terms of a proportional takeover proposal to determine whether it is in their best interests that it proceed and, on that basis, enables shareholders to decide whether or not to accept the offer;

• the provisions may discourage the making of a proportional takeover bid which may be considered to be opportunistic and may prevent control of the Company passing without the payment of an appropriate control premium;

• the provisions may assist shareholders in not being locked into a minority interest in the Company;

• the provisions may increase shareholders’ bargaining power and may assist in ensuring that any future proportional takeover offer is structured so as to be attractive to a majority of independent shareholders; and

• knowing the view of the majority of shareholders may assist each individual shareholder in assessing the likely outcome of the proportional takeover scheme bid and whether to approve or reject that bid.

The potential disadvantages for shareholders include:

• proportional takeover bids for shares in the Company may be discouraged and may reduce any speculative element in the market price of the Company’s shares arising from a takeover offer being made;

• shareholders may lose an opportunity of selling some of their shares at a premium;

• the chance of a proportional takeover bid being successful may be reduced due to the delay, cost and uncertainty in convening a General Meeting; and

• the renewal of Clause 27 may also be considered an additional restriction on the ability of shareholders to deal freely with their shares.

The Board considers that the potential advantages for Shareholders of the proportional takeover approval provisions outweigh the potential disadvantages. In particular, Shareholders as a whole are able to decide whether or not a proportional takeover bid is successful.

The Directors unanimously recommend Shareholders vote in favour of Resolution 5.

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Attachment A

Key Terms of Audinate Long Term Incentive Plan Rules

The full terms of the Audinate Long Term Incentive Plan can be viewed at https://investor.audinate.com/FormBuilder/Resource/_module/U31UphySGkWm4tEdvC_Xbw/file/corporate governance/Audinate_Equity_Plan_Rules.pdf.

Where applicable, defined terms have the same meaning as provided in the Audinate Long Term Incentive Plan Rules as available on the Audinate ASX Announcements Platform (lodged 30 June 2017).

The terms and conditions of the Plan are set out in comprehensive rules. A summary of the rules of the Plan is set out below:

• The Plan is open to Directors, senior management, and any other employees of the Company, as determined by the Board. Participation is voluntary.

• The Board may determine the type and number of Awards to be issued under the Plan to each participant and other terms of issue of the Awards, including:

• what service-based conditions and/or performance hurdles must be met by a participant in order for an Award to vest (if any);

• the fee payable (if any) to be paid by a participant on the grant of Awards;

• the exercise price of any option granted to a participant;

• the period during which a vested option can be exercised; and

• any forfeiture conditions or disposal restrictions applying to the Awards and any shares that a participant receives upon exercise of their options or performance rights.

• The Board may, in its discretion, also determine that the Company will issue limited recourse loans to participants to use for the purchase of shares as part of a Share Award under the Plan.

• When any service-based conditions and/or performance hurdles have been satisfied, participants will receive fully vested shares or their options/performance rights will become vested and will be exercisable over shares (as applicable).

• Each vested option and performance right enables the participant to be issued or to be transferred one share upon exercise, subject to the rules governing the Plan and the terms of any particular offer.

• Participants holding options or performance rights are not permitted to participate in new issues of Securities by the Company but adjustments may be made to the number of shares over which the options or performance rights are granted and/or the exercise price (if any) to take into account changes in the capital structure of the Company that occur by way of pro rata and bonus issues in accordance with the rules of the Plan and the ASX Listing Rules.

• The Plan limits the number of Awards that the Company may grant without Shareholder approval, such that the sum of all Awards on issue (assuming all options and performance rights were exercised) do not at any time exceed in aggregate 10% of the total issued capital of the Company.

• The Plan defines the circumstances where a participant may be considered a good leaver. In these circumstances the Board has sole and absolute discretion in determining the manner in which any unvested awards may be dealt with.

• In the event of a change of control event, unless the Board in its sole and absolute discretions deems otherwise, awards granted will vest on a pro rata basis where the Board considers vesting conditions and performance hurdles applicable to those awards to have been satisfied.

• The Board may at any time amend the Plan, or the terms and conditions upon which awards have been issued under the Plan, subject to the requirements of the Constitution, the Listing Rules and the requirement to not materially reduce the rights of any participants (as set out in clause 22.2 of the Plan).

• The Board may delegate management and administration of the Plan, together with any of their powers or discretions under the Plan, to a committee of the Board or to any one or more persons selected by them as the Board thinks fit.

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Attachment B

Clause 27 of the Constitution

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LODGE YOUR VOTE

ACN 618 616 916

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

• BY MAIL

• Audinate 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 1300 554 474 PROXY FORM I/We being a member(s) of Audinate Group Limited ( Audinate or Company ) and entitled to attend and vote hereby: 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 Meeting (mark box) body 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 11:00am (Sydney time) on Tuesday, 21 October 2025 at Rydges Sydney Central, 28 Albion Street, Surry Hills NSW 2010 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 2 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 2 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 * For Against Abstain * 1 Re-election of Director – 5 Renewal of Proportional takeover Mr Roger Price provisions 2 Remuneration Report 3 Issue of Performance Rights to CEO 4 Ratification of Iris Studio Placement  * 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) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) 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).

AD8 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 virtually 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 corporate in Step 1.

If you leave this section blank, or your named proxy does not attend the Meeting, LODGEMENT OF A PROXY FORM the Chairman of the Meeting will be your proxy. If your named proxy attends the This Proxy Form (and any Power of Attorney under which it is signed) Meeting but does not vote on a poll on a resolution in accordance with your directions, the Chairman of the Meeting will become your proxy in respect of that resolution. A must be received at an address given below by 11:00am (Sydney proxy need not be a shareholder of the Company. time) on Sunday, 19 October 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received DEFAULT TO CHAIRMAN OF THE MEETING after that time will not be valid for the scheduled Meeting. Any directed proxies that are not voted on a poll at the Meeting will default to the Only Voting Forms issued by the Company will be deemed valid and Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted accepted by the Company. according to the instructions set out in this Proxy Form, including where the Proxy Forms may be lodged: Resolutions are connected directly or indirectly with the remuneration of KMP. ONLINE

PROXY VOTING BY THE CHAIRMAN OF THE MEETING  On a poll, the Chairman of the Meeting will vote directed proxies as directed and https://au.investorcentre.mpms.mufg.com

may vote undirected proxies as the Chairman of the Meeting sees fit. If the Login to the Investor Centre using the holding details as shown

Chairman of the Meeting is your proxy or becomes your proxy by default, and you on the Voting/Proxy Form. Select ‘Voting’ and follow the do not provide voting directions, then by submitting the Voting Form, you are prompts to lodge your vote. To use the online lodgement facility, expressly authorising the Chairman of the Meeting to exercise your proxy on shareholders will need their “Holder Identifier” - Securityholder resolutions that are connected directly or indirectly with the remuneration of KMP. Reference Number (SRN) or Holder Identification Number (HIN). VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT BY MOBILE DEVICE QR Code You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with Our voting website is designed specifically

such a direction unless you indicate only a portion of voting rights are to be voted for voting online. You can now lodge your

on any item by inserting the percentage or number of shares you wish to vote in vote by scanning the QR code adjacent or the appropriate box or boxes. If you do not mark any of the boxes on the items of enter the voting link business, your proxy may vote as he or she chooses. If you mark more than one https://au.investorcentre.mpms.mufg. box on an item your vote on that item will be invalid. com into your mobile device. Log in using

If you wish to appoint a Director (other than the Chairman) or other member of the the Holder Identifier and postcode for your KMP or their closely related parties as your proxy, you must specify how they shareholding. should vote on Resolutions 2 and 3 by marking the appropriate box (either for/

against/abstain). If you do not specify how your proxy should vote, your proxy To scan the code you will need a QR code reader application

will not be able to exercise your vote for Resolutions 2 and 3. which can be downloaded for free on your mobile device. APPOINTMENT OF A SECOND PROXY BY MAIL

You are entitled to appoint up to two persons as proxies to attend the Meeting and  vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form Audinate Group Limited

may be obtained by telephoning the Company’s share registry or you may copy C/- MUFG Corporate Markets (AU) Limited this form and return them both together. Locked Bag A14

To appoint a second proxy you must: Sydney South NSW 1235

(a) on each of the first Proxy Form and the second Proxy Form state the percentage Australia of your voting rights or number of shares 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  BY FAX +61 2 9287 0309 votes will be disregarded; and

(b) return both forms together.  BY HAND SIGNING INSTRUCTIONS delivering it to MUFG Corporate Markets (AU) Limited You must sign this form as follows in the spaces provided: Parramatta Square Individual: where the holding is in one name, the holder must sign. Level 22, Tower 6 Joint Holding:* where the holding is in more than one name, either shareholder 10 Darcy Street

may sign. Parramatta NSW 2150 Power of Attorney: to sign under Power of Attorney, you must lodge the Power * in business hours (Monday to Friday, 9:00am–5:00pm) 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 ACCESS YOUR NOTICE OF ANNUAL GENERAL MEETING

when you return it. To view or download the full Notice of Meeting and

To view or download the full Notice of Meeting and Explanatory Notes which sets out the Agenda (including details of all resolutions being put to the meeting) please visit the company’s website.

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.