AVADA GROUP LIMITED — AGM Information 2024

Oct 17, 2024

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AVADA Group Limited ACN 648 988 783 Suite 1 Level 2 116 Ipswich Road Woolloongabba QLD 4102 www.avadagroup.com.au

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18 October 2024

Dear Shareholders,

On behalf of the Board of Directors, we are pleased to provide the Notice of Annual General Meeting for AVADA Group Limited ( AVADA or Company ).

The Company’s Annual General Meeting (AGM) will be held as a physical meeting on Wednesday, 20 November 2024, commencing at 10.00am Brisbane time, at the offices of Allens, Level 26, 480 Queen Street, Brisbane QLD 4000.

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless the Shareholders have made a valid election to receive documents in hard copy. The Notice of Meeting and accompanying explanatory memorandum ( Meeting Materials ) are available to Shareholders electronically and can be viewed and downloaded on the Company’s website.

The Company recognises and respects the importance of the AGM to Shareholders and has adopted measures to allow Shareholders to view the 2024 AGM live by webcast by logging in online at https://meetings.linkgroup.com/AVD24.

Shareholders who cannot physically attend the AGM are encouraged to submit questions in advance of the AGM by submitting them online at https://investorcentre.linkgroup.com via your secure login /or by email to the Company Secretary, Michael Wilkes (mwilkes@avadagroup.com.au) by Wednesday, 13 November 2024. The Company will endeavour to address as many of the more frequently raised relevant questions as possible during the course of the AGM.

Voting on the day of the AGM will only be permissible by Shareholders who are physically present at the meeting. There will be no online voting on the day of the meeting and Shareholders are encouraged to lodge a Proxy ahead of the meeting.

Full details on how to lodge your Proxy vote are detailed in the Meeting Materials with online proxy voting being available to all Shareholders at https://investorcentre.linkgroup.com.

Proxy voting closes at 10.00am (Brisbane time) on Monday, 18 November 2024.

Your continued support is greatly appreciated.

Lance Hockridge Chairman

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Notice of annual general meeting

AVADA Group Limited ACN 648 988 783 ( Company )

Dear Shareholders

On behalf of the Board, notice is given that the Company’s 2024 Annual General Meeting ( AGM ) will be held at:

Location	Allens, Level 26, 480 Queen Street, Brisbane QLD 4000
Date	Wednesday, 20thNovember 2024
Time	10am Australian Eastern Standard Time

Participation in AGM

This year’s AGM will be held as a physical meeting with a live webcast available at https://meetings.linkgroup.com/AVD24.

Shareholders will be able to view the AGM live by watching the webcast, but will not be able to ask questions or vote through the webcast facilities. Voting on the day of the AGM will only be permissible by Shareholders who are physically present at the meeting. There will be no online voting on the day of the meeting.

AGM considerations and shareholder questions

A discussion will be held on all items to be considered at the AGM.

All Shareholders who choose to attend the AGM in person will have a reasonable opportunity to ask questions during the AGM, including an opportunity to ask questions of the Company’s external auditor.

To ensure that as many Shareholders as possible have the opportunity to speak, Shareholders are requested to observe the following:

• 1 All Shareholder questions should be stated clearly and should be relevant to the business of the AGM, including matters arising from the Financial Report, Directors’ Report (including the Remuneration Report) and Auditor’s Report, and general questions about the performance, business or management of the Company.

• 2 If a Shareholder has more than one question on any particular item, all questions should be asked at the same time.

• 3 Shareholders should not ask questions at the AGM regarding personal matters or those that are commercial in confidence.

It may not be possible to respond to all questions raised during the AGM. Shareholders are therefore encouraged to submit questions in advance of the AGM by submitting them online at investorcentre.linkmarketservices.com.au via your secure login or by email to the Company Secretary, Michael Wilkes (mwilkes@avadagroup.com.au) by Wednesday, 13 November 2024. The Company will endeavour to address as many of the more frequently raised relevant questions as possible during the course of the AGM. However, there may not be sufficient time available at the AGM to address all of the questions raised. Individual responses will not be sent to Shareholders.

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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If you are unable to attend the AGM to vote, the Board encourages you to lodge your votes by proxy in the form attached to this Notice of Meeting.

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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Ordinary Business

Financial Statements and Reports

To receive and consider the Financial Report, Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2024.

Resolution 1 — Directors’ Remuneration Report

To consider and, if in favour, to pass the following resolution as a non-binding ordinary resolution:

‘That the Remuneration Report be adopted.’

Note: In accordance with section 250R of the Corporations Act, the vote on this resolution will be advisory only.

Voting exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting Exclusion Statement' section of the Notes to this Notice.

Resolution 2 — Election of Lindsay Barber as a director

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

'That, Mr Lindsay Barber who, having been appointed by the Board as a Director since the last Annual General Meeting, retires in accordance with the Constitution and Listing Rules and being eligible offers himself for election as a director of the Company, be elected as a director of the Company.'

Resolution 3 — Approval of additional 10% capacity under Listing Rule 7.1A

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

'That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having the additional capacity to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum.'

Voting exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting Exclusion Statement' section of the Notes to this Notice.

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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The Board appreciates your ongoing support, and we look forward to seeing you at the AGM.

Dated: Friday 18 October 2024

By order of the Board

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Michael Wilkes Company Secretary

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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Notes

Eligibility to Vote

Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) permits the Company to specify a time, not more than 48 hours before a general meeting, at which a 'snap-shot' of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Board has determined that the registered holders of Shares at 7pm (Australian Eastern Standard Time) on Monday 18 November 2024 will be taken to be holders of ordinary shares for the purposes of the Meeting and accordingly, will be entitled to attend and vote at the Meeting.

Voting by Proxy

An eligible Shareholder can vote in person at the Meeting or appoint a proxy or, where a Shareholder is entitled to two or more votes, two proxies. Where two proxies are appointed, a Shareholder may specify the number or proportion of votes to be exercised by each proxy appointed. If no number or proportion of votes is specified, each proxy appointed will be taken to exercise half of that Shareholder’s votes (disregarding fractions).

An appointed proxy need not themselves be a Shareholder.

To be valid, the appointment of a proxy (made using a properly completed and executed Proxy Form) must be received by the Company no later than 10am on Monday, 18 November 2024. Proxy Forms can be submitted in four ways:

• Online by visiting the Company’s registry website

• https://investorcentre.linkmarketservices.com.au/). Please follow the prompts and have your SRN or HIN available; or

• By mail to:

AVADA Group Limited

C/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235 Australia

• By facsimile to +61 2 9287 0309; or

• By hand to:

Link Market Services Limited

Parramatta Square, Level 22, Tower 6,

10 Darcy Street,

Parramatta NSW 2150.

Instructions on how to complete the Proxy Form are on the reverse of the Proxy Form attached to this Notice.

If a Proxy Form is signed by an attorney, a Shareholder must also send in the original or a certified copy of the power of attorney or other authority under which the Proxy Form is signed.

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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Voting by Corporate Representative

A Shareholder or proxy which is a corporation and entitled to attend and vote at the Meeting may appoint an individual to act as its corporate representative to vote at the Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the Meeting evidence of their appointment unless it has previously been provided to the Registry.

Voting by Attorney

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney need not themselves be a Shareholder.

The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder(s), the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one.

To be effective, the power of attorney must also be returned in the same manner, and by the same time, as specified for Proxy Forms.

Voting Exclusions

The Corporations Act and the Listing Rules require that certain persons must not vote in particular ways, and the Company must disregard particular votes cast by or on behalf of certain persons. These voting exclusions are described below.

Voting intentions of the Chair

The Chair intends to vote undirected proxies on, and in favour of, each of the resolutions set out in this Notice of Meeting (subject to the voting exclusions below). If there is a change to how the Chair intends to vote undirected proxies, the Company will make an announcement to the market.

Voting Exclusion Statement

The Corporations Act and the Listing Rules require that certain persons must not vote in particular ways, and the Company must disregard particular votes cast by or on behalf of certain persons, on two (2) of the resolutions to be considered at the Meeting. These voting exclusions are described below.

Resolution 1 — Remuneration Report

Votes may not be cast, and the Company will disregard votes cast on Resolution 1:

• by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member, regardless of the capacity in which the votes are cast; or

• by any person who is a member of the Key Management Personnel as at the time the relevant resolution is voted on at the AGM, or any of their closely related parties, as a proxy,

unless the votes are cast as a proxy for a person who is entitled to vote on the resolution:

• in accordance with a direction in the proxy appointment; or

• by the Chair of the Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Limited Audience

Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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Resolution 3 — Approval of additional 10% capacity under Listing Rule 7.1A

Votes may not be cast and the Company will disregard votes cast in favour of Resolution 4 by or on behalf of a person, or any associate of that person, who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares). In accordance with Listing Rule 14.11 and the relevant note under that rule concerning Rule 7.1A, as at the date of this Notice of Meeting, it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded.

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

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

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

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

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

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

Resolutions

All items of business involving a vote by Shareholders (other than Resolution 3) require ordinary resolutions, which means that, to be passed, the item needs the approval of a simple majority of the votes cast by Shareholders entitled to vote on the resolution.

Resolution 3 is a special resolution, which means that, to be passed, the item needs the approval of at least 75% of the votes cast by Shareholders entitled to vote on the resolution.

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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Explanatory memorandum

AVADA Group Limited ACN 648 988 783

This Explanatory Memorandum forms part of, and should be read in conjunction with, the notice of annual general meeting of the Company to be held on Wednesday, 20 November 2024 at 10am (AEST).

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying notice of annual general meeting of the Company.

Financial Statements and Reports

• 1 The Corporations Act requires that the Directors’ Report, the Auditor’s Report and the Financial Report be laid before the AGM.

• 2 There is no requirement for a Shareholder resolution on this item. Accordingly, there will be no resolution put to the AGM.

• 3 Shareholders will be given a reasonable opportunity at the AGM to ask questions and make comments on the financial statements and reports.

• 4 In addition to asking questions at the AGM, Shareholders may address written questions to the Chair about the management of the Company or to the Company’s auditor, BDO, if the question is relevant to:

• (a) the content of the Auditor’s Report; or

• (b) the conduct of its audit of the annual financial report to be considered at the meeting.

Note: Under section 250PA(1) of the Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the AGM is held.

• 5 Written questions for the auditor must be delivered by 5pm on Wednesday, 13 November 2024. Please send any written questions for BDO to:

The Company Secretary AVADA Group Limited Suite 1, Level 2 116 Ipswich Road Woolloongabba QLD 4102

or via email to: mwilkes@avadagroup.com.au

Resolution 1 — Directors’ Remuneration Report

Background

• 1 The Remuneration Report is contained in the Directors’ Report. A copy is available on the Company’s website.

• 2 The Corporations Act requires that the Remuneration Report be put to a vote of Shareholders.

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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• 3 The Remuneration Report:

• (a) reports and explains the remuneration arrangements in place for non-executive Directors, executive Directors and senior management; and

• (b) explains Board policies in relation to the nature and value of remuneration paid to nonexecutive Directors, executives and senior managers within the Company.

• 4 Shareholders will have an opportunity to ask questions and make comments about the Remuneration Report at the Meeting. Shareholders will be asked to vote on a resolution to adopt the Remuneration Report. Under the Corporations Act, the vote on the resolution is advisory only and does not bind the Board or the Company.

Directors’ recommendation

• 5 The Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report.

Resolution 2 — Election of Lindsay Barber as a director

Background

• 6 Mr Lindsay Barber was appointed as a Director of the Company on 26 September 2024 as an addition to the Board in accordance with rule 19.2(a) of the Constitution.

• 7 The Listing Rules and the Constitution require that a Director appointed by the other Directors retire from office at the conclusion of the next AGM following his or her appointment.

• 8 In accordance with the Listing Rules and rule 19.2(b) of the Constitution, Mr Lindsay Barber retires from office and stands for re-election as a Director.

• 9 Mr Barber is a seasoned leader with a successful career in strategic, commercial and operational roles across the commercial building and construction industry, with specialist expertise in project management, strategy, transformation and change management. Mr Barber is an experienced civil engineer and Graduate of the Advanced Leadership and Management Program at Oxford University alumnus of the Said Business School, and has been a director on public, private and not-for-profit boards.

• 10 Mr Barber previously worked as a Senior Project Manager at John Holland, before moving to the Johns Lyng Group as General Manager and subsequently COO while for a period, being an Executive Director for Johns Lyng Group. At Johns Lyng Group, Mr Barber he has been responsible for dayto-day operations of the multi-faceted building services group, including strategic planning. He played a key role in growing the business from a small private entity with 40 employees, to a listed company that joined the S&P/ASX 200 index with revenues in excess of $1.1 billion and over 2,000 employees.

Directors’ recommendation

• 11 The Directors (with Mr Lindsay Barber abstaining) unanimously recommend that Shareholders vote in favour of this resolution.

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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Resolution 3 — Approval of additional 10% capacity under Listing Rule 7.1A

Background

• 12 Listing Rule 7.1 allows the Company to issue a maximum of 15% of its capital in any 12-month period without requiring Shareholder approval. In accordance with the Listing Rule 7.1A, eligible entities (companies that are outside the S&P/ASX 300 index and that also have a market capitalisation of $300 million or less) can issue a further 10% of the Company’s share capital over a 12-month period following the AGM (provided Shareholder approval is obtained at the AGM) on a non-pro rata basis.

The Company falls within the eligibility criteria required by Listing Rule 7.1A.

• 13 The number of Shares that may be issued (if Shareholder approval is obtained at the AGM) will be determined in accordance with the following formula prescribed in Listing Rule 7.1A.2:

(A x D) – E

• A is the number of fully paid ordinary securities on issue at the commencement of the relevant period:

• (A) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 (other than 9, 16 or 17);

• (B) plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

  • (I) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • (II) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (C) plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

  • (I) the agreement was entered into before the commencement of the relevant period; or

  • (II) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (D) plus the number of any other full paid ordinary securities issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4;

Note: This may include fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 17 where the issue is subsequently approved under rule 7.1.

• (E) plus the number of partly paid ordinary securities that became fully paid in the relevant period;

Limited Audience

Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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• (F) less the number of fully paid ordinary securities cancelled in the relevant period;

D is 10%.

• E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of it’s ordinary securities under Listing Rule 7.4.

• 14 Additional disclosure obligations are imposed when the special resolution is proposed, when securities are issued and when any further approval is sought. For the purposes of Listing Rule 7.3A, the Company provides the following information:

Minimum price at which the equity securities may be issued	Any equity securities issued under Listing Rule 7.1A.2 must be in an existing quoted class of the Company’s equity securities and issued for a cash consideration per security which is not less than 75% of the volume weighted average price for the security in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or (b) if the securities are not issued within 10 trading days of the date in paragraph (a), the date on which the securities are issued.
Risk of economic and voting dilution	An issue of equity securities under Listing Rule 7.1A.2 involves the risk of economic and voting dilution for existing ordinary security holders. The risks include: (a) the market price for equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing rule 7.1A; and (b) the equity securities may be issued at a price that is at a discount to the market price for the equity securities on the issue date. In accordance with Listing Rule 7.3A.4 a table describing the notional possible dilution, based upon various assumptions as stated, is set out below.
Period for which the approval will be valid	The period commencing on the date of the Annual General Meeting at which approval is obtained and expiring on the first to occur of the following: (a) the date which is 12 months after the date of the annual general meeting at which approval is obtained; (b) the time and date of the Company’s next annual general meeting; or (c) the time and date of the approval by holders of the Company’s ordinary securities of a transaction under Listing Rules 11.1.2 or 11.2.

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

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Purposes for which the equity securities may be issued	It is the Board’s current intention that any funds raised pursuant to an issue of securities will be applied towards working capital purposes. This would principally include: (a) maintenance or acquisition of assets; (b) business acquisitions; and (c) debt repayment.
Details of the Company’s allocation policy for issues under approval	The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to Listing Rule 7.1A. The identity of the allottees will be determined on a case-by-case basis having regard to the factors including but not limited to the following: (a) the methods of raising funds that are available to the Company including but not limited to, rights issues or other issues in which existing security holders can participate; (b) the effect of the issue of the Listing Rule 7.1A shares on the control of the Company; (c) the financial situation and solvency of the Company; and (d) advice from corporate, financial and broking advisers (if applicable). The allottees under the Listing Rule 7.1A facility have not been determined as at the date of this Notice of Meeting but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.
Previous approvals under Listing Rule 7.1A	The Company previously sought, and obtained, approval under Listing Rule 7.1A at the previous year’s Annual General Meeting. However, the Company has not issued any Equity Securities in reliance on Listing Rule 7.1A to date.

Information under Listing Rule 7.3A.4

• 15 The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• (a) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (b) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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			Dilution
Variable ‘A’ in Listing Rule 7.1A.2		$0.25 50% decrease in Issue Price	$0.50 Current Market Price	$1.00 100% increase in Issue Price
Current Variable A 84,935,025 Shares*	10% Voting Dilution	8,493,503 Shares	8,493,503 Shares	8,493,503 Shares
	Funds raised	$2,123,376	$4,246,752	$8,493,503
50% increase in current Variable A 127,402,538 Shares*	10% Voting Dilution	12,740,254 Shares	12,740,254 Shares	12,740,254 Shares
	Funds raised	$3,185,064	$6,370,127	$12,740,254
100% increase in current Variable A 169,870,050 Shares*	10% Voting Dilution	16,987,005 Shares	16,987,005 Shares	16,987,005 Shares
	Funds raised	$4,246,751	$8,493,503	$16,987,005

*Note: Current Variable A refers to the calculation required by Listing Rule 7.1A.2 which, in the Company’s case, equates to the current issued share capital of the Company.

The table has been prepared on the following assumptions:

• (a) the Company issues the maximum number of Shares available under the 10% Listing Rule 7.1A approval;

• (b) the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%;

• (c) the table does not show an example of dilution that may be caused to a particular Shareholder by reason of a share issue under Listing Rule 7.1A, based on that Shareholder’s holding at the date of the Annual General Meeting;

• (d) the table shows only the effect of issues of equity securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1;

• (e) the issue of Shares under Listing Rule 7.1A consists only of Shares; and

the issue price is $0.50, being the closing price of the shares on ASX on 17 October 2024.

• 16 As at the date of the Notice of Meeting, the Company has on issue 84,935,025 Shares. Subject to Shareholder approval being obtained for Resolution 3, the Company will have capacity to issue the following equity securities as at the date of the AGM:

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• (a) 12,740,254 Shares (under Listing Rule 7.1); and

• (b) 8,493,503 Shares (under Listing Rule 7.1A).[1]

• 17 Listing Rule 7.1A requires Resolution 3 to be passed as a special resolution. A special resolution needs approval by at least 75% of the votes cast by members entitled to vote on the resolution.

• 18 If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 (15%) and 7.1A (10%) without any further Shareholder approval.

• 19 If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

Directors’ recommendation

• 20 The directors unanimously recommend that Shareholders vote in favour of this resolution.

1 The actual number of Shares the Company will have capacity to issue under Listing Rule 7.1A may vary and will be determined at the date of issue in accordance with Listing Rule 7.1A.2 (as illustrated in the table above).

Limited Audience

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Schedule

Glossary

Annual General Meeting, AGMorMeeting	means the Company’s annual general meeting the subject of this Notice of Meeting.
ASX	means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires).
Auditor’s Report	means the auditor’s report of the Company for the year ended 30 June 2024.
Board	means the board of directors of the Company.
Business Day	means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.
closely related party	of a member of Key Management Personnel means: o a spouse or child of the member; o a child of the member's spouse; o a dependent of the member or the member's spouse; o anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity; o a company the member controls; or o a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of "closely related party" in the Corporations Act.
Company	means AVADA Group Limited ACN 648 988 783.
Constitution	means the constitution of the Company.
Corporations Act	means the Corporations Act 2001 (Cth).
Directors	means the directors of the Company andDirectormeans any one of them.
Directors’ Report	means the directors’ report of Company for the 2024 financial year.
Equity Securities	has the meaning set out in the Listing Rules.
Existing Constitution	means the constitution of the Company.
Explanatory Memorandum	means the explanatory memorandum attached to the Notice of Meeting.
Financial Report	means the financial report of the Company for the year ended 30 June 2024.
Key Management Personnel	has the same meaning as in the Corporations Act and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director whether executive or otherwise.
Listing Rules	means the listing rules of ASX.

Limited Audience

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Notice of Meeting	means the notice of meeting and includes the Explanatory Memorandum.
Registry	means Link Market Services.
Remuneration Report	means the section of the Directors’ Report for the 2024 financial year that is included under section 300A(1) of the Corporations Act.
Shares	means the existing fully paid ordinary shares in the Company.
Shareholder	means a person who is the registered holder of Shares.

Limited Audience Notice of 2024 Annual General Meeting — AVADA Group Limited ACN 648 988 783

16

LODGE YOUR VOTE

AVADA Group Limited ACN 648 988 783

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ONLINE  https://investorcentre.linkgroup.com

BY MAIL  AVADA Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309



 BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of AVADA 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 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 10:00am (Brisbane time) on Wednesday, 20 November 2024 (the Meeting ) and at any postponement or adjournment of the Meeting. You can attend the meeting at Allens, Level 26, 480 Queen Street, Brisbane QLD 4000 or you can view a webcast of the Meeting by logging in online at https://meetings.linkgroup.com/AVD24 (refer to details in the Annual General Meeting Online Guide). Important for Resolution 1: 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 Resolution 1, even though the Resolution is 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 Directors’ Remuneration Report 2 Election of Lindsay Barber as a Director 3 Approval of additional 10% capacity under Listing Rule 7.1A  * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf 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).

AVD PRX2401C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (Brisbane time) on Monday, 18 November 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

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. A proxy need not be a shareholder of the Company.

ONLINE 

https://investorcentre.linkgroup.com

Login to the Link website 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).

DEFAULT TO CHAIRMAN OF THE MEETING

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 directed. Any undirected proxies that default to the Chairman of the BY MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Resolution is connected directly or indirectly for voting online. You can now lodge with the remuneration of KMP. your proxy by scanning the QR code VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link https://investorcentre.linkgroup.com You may direct your proxy how to vote by placing a mark in one of the into your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. BY MAIL  AVADA Group Limited APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of  BY HAND votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and Parramatta Square (b) return both forms together. Level 22, Tower 6 10 Darcy Street SIGNING INSTRUCTIONS Parramatta NSW 2150 You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

QR Code

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 https://investorcentre.linkgroup.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

• During business hours (Monday to Friday, 9:00am–5:00pm)

IMPORTANT INFORMATION

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.

Link Group is now known as MUFG Pension & Market Services. Over the coming months, Link Market Services will progressively rebrand to its new name MUFG Corporate Markets, a division of MUFG Pension & Market Services.

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.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9 & OS X v10.10 and after

• Internet Explorer – 11 and up

• Edge – 92.0 and up

Corporate Markets

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Step 1

Open your web browser and go to https://meetings.linkgroup.com/AVD24

Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

• On the left – a live video webcast of the Meeting

• On the right – the presentation slides that will be addressed during the Meeting

• At the bottom – buttons for ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

Downloads

View relevant documentation in the Downloads section.

Contact us

Australia T +61 1800 990 363 E info@linkmarketservices.com.au

1487.4 SQ 07/24 ISS2