CHANGE FINANCIAL LIMITED — AGM Information 2021

Oct 24, 2021

ASX Announcement 25 October 2021

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Notice of 2021 Annual General Meeting

25 October 2021 Change Financial Limited (ASX: CCA) (“Change” or “the Company”) , advises that its Annual General Meeting for 2021 will held on Thursday, 25 November 2021 at 11am (AEST – Brisbane time) ( Meeting ). To ensure that all members have the opportunity to participate, the Meeting will be held as a virtual meeting.

Attached are copies of the following documents in relation to the Meeting:

• Chairman’s Letter to shareholders setting out the arrangements in relation to the meeting

• Notice of 2021 Annual General Meeting

• Proxy Form

• Questions from Shareholders Form

• AGM Online Guide.

The Company’s constitution, amended at the 2020 Annual General Meeting, and referred to in the 2021 Notice of Meeting, will be released separately for reference.

Authorised for release by the Board of Change Financial Limited.

About Change Financial

Change Financial Limited (ASX: CCA) is a global fintech, leveraging innovative and scalable technology to offer payment solutions to businesses and financial institutions.

• Next generation global payment processing and card management solutions platform

• Integrated financial transaction testing solution

• More than 136 customers in 36 countries

• Manages and processes over 16 million credit, debit and prepaid cards worldwide

• Annuity income from blue-chip client base including major banks, supermarkets and fintechs

• Highly experienced management and technical team

To learn more, please visit: www.changefinancial.com

For more information, please contact

Alastair Wilkie Chief Executive Officer Change Financial Limited investors@changefinancial.com

Maude Lacasse Investor Relations NWR Communications maude@nwrcommunications.com.au

23 October 2021

Notice is given that the Annual General Meeting ( AGM or Meeting ) of Shareholders of Change Financial Limited ACN 150 762 351 ( Company ) will be held:

Date of Meeting: Thursday, 25 November 2021 Time of Meeting: 11:00am (Brisbane time) Place of Meeting: Virtually (online) at http://AGMlive.link/CCA21

Dear Shareholder,

Change Financial Limited – Annual General Meeting

Change Financial Limited (the Company ) hereby announces its intention to hold its 2021 Annual General Meeting ( AGM or Meeting ) of Shareholders at 11:00am (Brisbane time) on Thursday 25 November 2021. This meeting will be a Virtual Meeting that is accessible online at http://AGMlive.link/CCA21.

The full Notice of Meeting which sets out the Agenda (including details of all resolutions being put to the meeting), important Voting Information and an Explanatory Memorandum can be found at www.changefinancial.com or on the Australian Securities Exchange Limited ( ASX ) Market Announcement Platform under the Company’s code: CCA.

In accordance with modifications to the Corporations Act under the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending hard copies of the Notice of Meeting and Explanatory Memorandum to Shareholders (except for any Shareholder who has provided an election to the Company to receive a hard copy document only pursuant to section 253RB of the Corporations Act 2001 (Cth)).

The agenda of the Meeting will be to consider the following items of business:

• Receive and consider the Company’s 2021 Annual Report;

• Adoption of the 2021 Remuneration Report that was included in the 2021 Annual Report;

• Election of Mr. Edward Grobler as a director;

• Election of Mr. Alastair Wilkie as a director;

• Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A.

In planning for the Meeting, the Company has focused on ensuring the safety of shareholders and its team members whilst seeking to equally maximise the opportunity for shareholder participation. In accordance with the Corporations Act 2001 (Cth) and the Company’s constitution, the Company has adopted the following approach for the Meeting as set out below.

• The Meeting will be held virtually (online) via an online platform, at http://AGMlive.link/CCA21;

CHANGE FINANCIAL LIMITED ACN 150 762 351 Phone : +61 7 3532 6990 Web : www.changefinancial.com Address : Level 11, 82 Eagle Street, Brisbane QLD 4000

• We recommend logging into our online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below;

• Enter http://AGMlive.link/CCA21 into a web browser on your computer or online device;

• Shareholders will need their Shareholder Reference Number ( SRN ) or Holder Identification Number ( HIN ) to be verified as a Shareholder; and

• Proxyholders will need their proxy code which Link Market Services will provide via email no later than 48 hours prior to the Meeting.

Shareholders are able to participate in the AGM virtually via our virtual AGM platform at http://AGMlive.link/CCA21 or the appointment of a proxy.

Further information on how to participate virtually is set out in this Notice and the Online Meeting Guide which will be lodged with ASX and is attached to the Notice of Meeting. The Online Meeting Guide explains how to ensure that the browser is compatible with the online platform, as well as a step-by-step guide to successfully log in and navigate the online platform.

AGM Considerations and Shareholder Questions

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

All Shareholders will have a reasonable opportunity to ask questions during the AGM via the virtual online platform, subject to the connectivity of their devices. The Company will endeavour to answer as many of the asked questions as practicable.

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

• all Shareholder questions should be stated clearly and should be relevant to the business of the Meeting;

• if a Shareholder has more than one question on an item, all questions should be asked at the one time; and

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

Shareholders who prefer to register questions in advance of the AGM are invited to do so. A Shareholder Question Form has been included with this Notice and is also available on the Company’s website at www.changefinancial.com

Written questions must be received by the Company or Link Market Services Limited by 11:00am (Brisbane time) on 23 November 2021, and can be submitted online, by mail, by fax or in person (as set out on the top of the Shareholder Question Form).

All Resolutions by Poll

Each of the resolutions proposed at the AGM will be decided on a poll. The Chairman considers voting by poll to be in the interests of the shareholders as a whole, and to ensure the representation of as many Shareholders as possible at the meeting.

How to Vote

Please see the Notice of Meeting for details on Voting Entitlement, Proxy and Corporate Representative Instructions. As the situation regarding the management of COVID-19 is evolving, shareholders are encouraged to monitor the Company’s website for any further updates in relation to the arrangements for the Meeting. The Company appreciates the understanding of

CHANGE FINANCIAL LIMITED ACN 150 762 351 Phone : +61 7 3532 6990 Web : www.changefinancial.com Address : Level 11, 82 Eagle Street, Brisbane QLD 4000

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shareholders during this difficult time. We look forward to your virtual attendance and participation at the Meeting.

By order of the Board

Ben Harrison Chairman

23 October 2021

CHANGE FINANCIAL LIMITED ACN 150 762 351 Phone : +61 7 3532 6990 Web : www.changefinancial.com Address : Level 11, 82 Eagle Street, Brisbane QLD 4000

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Notice of Annual General Meeting and Explanatory Memorandum

Change Financial Limited ACN 150 762 351

Date of Meeting: 25 November 2021

Time of Meeting: 11.00am (Brisbane time)

Accessible online at: http://AGMlive.link/CCA21

This is an important document and requires your attention

If you are in any doubt about how to deal with this document, please consult your legal, financial or other professional advisor.

CHANGE FINANCIAL LIMITED ACN 150 762 351 Phone : +61 7 3532 6990 Web : www.changefinancial.com Address : Level 11, 82 Eagle Street, Brisbane QLD 4000

Notice of Annual General Meeting

Notice is given that the Annual General Meeting ( AGM or Meeting ) of shareholders of Change Financial Limited ACN 150 762 351 ( Company ) will be held as a virtual Meeting accessible online at http://AGMlive.link/CCA21 on 25 November 2021 at 11.00am (Brisbane time).

Terms used in this Notice of Meeting are defined in Section 7 of the accompanying Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

Financial Report

To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2021.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, pass the following Resolution, with or without amendment, as a nonbinding advisory Resolution:

“That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2021 (as set out in the Directors' Report) is adopted.”

The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting restriction pursuant to section 250R(4) of the Corporations Act

A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel ( KMP ) details of whose remuneration are included in the Remuneration Report; and

• (b) a Closely Related Party of such a member.

However, the above persons may cast a vote on Resolution 1 if:

• (a) the person does so as a proxy; and

• (b) the vote is not cast 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; and

• (c) either:

• (1) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (2) the voter is the Chairman of the Meeting and the appointment of the Chairman as proxy:

  • A. does not specify the way the proxy is to vote on the Resolution; and

  • B. expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

Change Financial Limited

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Notice of Annual General Meeting

Voting Intentions of the Chairman

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chairman of the Meeting may change his voting intention on any Resolution, in which case an ASX announcement will be made.

Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying proxy form.

Resolution 2 – Election of Mr. Edward Grobler as a Director

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution:

“That Mr. Edward Grobler in accordance with Rule 40.12 of the Company’s Constitution and Listing Rule 14.5, and, being eligible, offers himself for election, is elected as a Director of the Company.”

Resolution 3 – Election of Mr. Alastair Wilkie as a Director

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution:

“That Mr. Alastair Wilkie in accordance with Rule 40.12 of the Company’s Constitution and Listing Rule 14.5, and, being eligible, offers himself for election, is elected as a Director of the Company.”

SPECIAL BUSINESS

Resolution 4 - Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

To consider and, if thought fit, pass the following Resolution, with or without amendment as a Special Resolution:

“That, for the purposes of Listing Rule 7.1A, and for all other purposes, Shareholders approve the issue of Equity Securities of 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 Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions described in the Explanatory Memorandum ( Placement Securities ).”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution 4 by:

• (a) a person who may participate in the issue of the Placement Securities; and

• (b) a person who might obtain a material benefit if this Resolution 4 is passed, except a benefit solely in their capacity as a holder of Shares if the Resolution is passed; and

• (c) any associate of that person (or those persons).

However, the Company will not disregard a vote cast in favour of Resolution 4 by:

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Notice of Annual General Meeting

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

• (b) the Chairman of the Meeting as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman 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:

• (1) 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

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

Important Note (in relation to Resolution 4)

The proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Placement Securities), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By order of the Board

Adam Gallagher Company Secretary 23 October 2021

Change Financial Limited

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Notice of Annual General Meeting

Virtual Attendance at the General Meeting

Due to health concerns and the current government-imposed restrictions on public gatherings arising from the COVID-19 pandemic, Shareholders will not be able to attend the Meeting in person. This approach is being taken by many other ASX listed entities. The Meeting will be held virtually (online) via an online platform at http://AGMlive.link/CCA21.

In accordance with modifications to the Corporations Act under the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending hard copies of the Notice of Meeting and Explanatory Memorandum to Shareholders (except for any Shareholder who has provided an election to the Company to receive a hard copy document only pursuant to section 253RB of the Corporations Act).

To attend the Meeting virtually, Shareholders and proxyholders will need a desktop or mobile/tablet device with internet access to log onto the online platform on the morning of the Meeting and provide their details ( including your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) ) to be verified as a Shareholder or proxyholder.

Shareholders and proxyholders will be able to log in to the online platform at least 15 minutes prior to the schedule start time for the Meeting using the instructions set out in the Notice of Meeting and the Online Meeting Guide (which is attached to this Notice of Meeting). We recommend logging in to our online platform at least 15 minutes prior to the scheduled start time for the Meeting.

Once the Meeting commences at 11:00am (Brisbane time), Shareholders and proxyholders will be able to listen to the Chairman of the Meeting talking live and in real time.

Shareholders and proxyholders will have the ability to ask questions during the Meeting via the online platform, and to hear all of the discussion, subject to connectivity of their devices.

A detailed guide on how to participate virtually in the Meeting is set out in the Online Meeting Guide which will be lodged with ASX and is attached to this Notice of Meeting. The Online Meeting Guide explains how to ensure that the browser is compatible with the online platform, as well as a step-bystep guide to successfully log in and navigate the online platform.

In addition to the above, Shareholder and proxyholder participation (as relevant) is possible by shareholders completing and lodging the Proxy Form in the manner described below so that it is received by 11:00am (Brisbane time) on Tuesday, 23 November 2021, in order to be valid. In addition to the enclosed Proxy Form, the Proxy Form is also available on the Company’s website at www.changefinancial.com

Discussion will take place on all resolutions to be considered at the Meeting. Shareholders will have a reasonable opportunity to ask questions in respect of the resolutions put forward at the Meeting during the Meeting via the online platform.

Voting via online platform – During the Meeting

Shareholders participating in the Meeting via the online platform will be able to vote directly at any time between the start of the Meeting at 11:00am (Brisbane time) and the closure of voting as announced by the Chairman during the Meeting.

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 7:00 pm (Sydney time) on 23 November 2021 will be entitled to attend (virtually) and vote at the Meeting as a shareholder.

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Notice of Annual General Meeting

If more than one joint holder of shares is present at the Meeting (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 2001 (Cth) (the Act) to exercise its powers as proxy at the Meeting.

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.

To be effective, the proxy must be received at the Share Registry of the Company no later than 11:00am (Brisbane time) on 23 November 2021. Proxies must be received before that time by one of the following methods:

By post: Change Financial Limited C/- Link Market Services 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: Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 Online: www.linkmarketservices.com.au

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.

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 (Brisbane time) on 23 November 2021 being 48 hours before the Meeting.

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Notice of Annual General Meeting

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 in respect of the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Act. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IMPORTANT : If you appoint the Chairman of the Meeting as your proxy, or the Chairman becomes your proxy by default, and you do not direct your proxy how to vote on each of the resolutions then by submitting the proxy form you will be expressly authorising the Chairman to exercise your proxy on the resolutions, even though some of the resolutions are connected, directly or indirectly, with approvals with respect to related parties or key management personnel. The Chairman presently intends to vote all undirected proxies (where appropriately authorises) in favour of each item.

Voting at the Meeting

It is intended that voting on each of the proposed resolutions at this Meeting will be conducted by a poll, rather than on a show of hands.

Technical difficulties may arise during the course of the Meeting. The Chairman of the Meeting has the discretion to allow the Meeting to continue or to adjourn the Meeting for such period to allow the technical difficulties to be resolved. In exercising this discretion the Chairman will endeavour to have regard to the number of Shareholders impacted and to the extent of such impact. For this reason, Shareholders are encouraged to submit a proxy vote ahead of the Meeting in accordance with the Appointment of Proxy instructions above.

ENCLOSURES

Enclosed are the following documents:

• Proxy Form to be completed if you would like to be represented at the Meeting by proxy. Shareholders are encouraged to use the online voting facility that can be accessed on Change Financial Limited’s share registry’s website at www.linkmarketservices.com.au to ensure the timely and cost effective receipt of your proxy;

• a reply paid envelope for you to return the Proxy Form if you do not wish to use the online voting facility.

Change Financial Limited

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Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to shareholders of Change Financial Limited ACN 150 762 351 ( Company ) to explain the resolutions to be put to Shareholders at the Meeting to be held at http://AGMlive.link/CCA21, on 25 November 2021 commencing at 11:00am (Brisbane time).

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote on the Resolutions. The Company’s Notice of Annual General Meeting and this Explanatory Memorandum should be read in their entirety and in conjunction with each other.

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

The Directors recommend shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Terms used in this Explanatory Memorandum are defined in Section 7.

2. Consider the Company’s Annual Report

The Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the financial statements for the Company and its controlled entities for the financial year ended 30 June 2021 was released to ASX on 31 August 2021.

The Company’s Annual Report is placed before the Shareholders for discussion.

No voting is required for this item.

3. Resolution 1 - Adoption of Remuneration Report

3.1 Remuneration Report

The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory Resolution in accordance with section 250R of the Corporations Act.

The Remuneration Report is set out on pages 10 to 19 of the Company’s Annual Report for the period ending 30 June 2021. The Annual Report is available to download on the Company’s website.

Under the Corporations Act, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at two consecutive Annual General Meetings, the Company will be required to put to shareholders a resolution at the second of those Annual General Meeting’s proposing the calling of an extraordinary General Meeting to consider the election of directors of the Company ( Spill Resolution ).

If more than 50% of shareholders vote in favour of the spill resolution, the Company must convene the extraordinary General Meeting ( Spill Meeting ) within 90 days of the second Annual General Meeting. All of the directors who were in office when the second (consecutive) Remuneration Report was considered at the second (consecutive) Annual General Meeting, other than the Managing Director, will cease to hold office immediately before the end of the spill meeting but may stand for re-election at the spill meeting. Following the spill meeting those persons whose election or re-election as directors are approved will be the directors of the Company.

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Explanatory Memorandum

At the 2020 Annual General Meeting less than 25% of the votes cast were voted against adoption of the Remuneration Report included in the 2020 Annual Report.

The Remuneration Report:

• (a) explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the Company;

• (b) explains the relationship between the Board’s remuneration policy and the Company’s performance;

• (c) sets out remuneration details for each Key Management Personnel of the Company including details of performance related remuneration and options granted as part of remuneration; and

• (d) details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

3.2 Directors’ Recommendation

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to Resolution 1. A vote on this resolution is advisory only and does not bind the Directors or the Company.

3.3 Voting restrictions on Key Management Personnel and their Closely Related Parties and their proxies

As set out in the notes to Resolution 1, a voting restriction statement applies with respect to the voting on this Resolution by members of the Key Management Personnel and their Closely Related Parties and their proxies voting (in any capacity) ( Voting Restriction ). Key Management Personnel has the definition given in Accounting Standards AASB 124 Related Party Disclosure as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

Details of the restrictions on members of KMP and their Closely Related Parties and their proxies voting (in any capacity) are set out in the voting restriction statement included in Resolution 1 of the Notice of Meeting.

However, the Voting Restriction does not apply where:

• (a) the member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a member of the Key Management Personnel or a Closely Related Party of the Key Management Personnel) as a proxy ( Management Proxy ) with specific instructions on how to vote on the Resolution; or

• (b) the Chairman is appointed in writing (by a Shareholder who is not a member of the Key Management Personnel or a Closely Related Party of the Key Management Personnel) as a proxy with no specific instructions on how to vote on the Resolution and expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

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Explanatory Memorandum

4. Resolution 2 – Election of Mr. Edward Grobler as a Director

4.1 Background

In accordance with Rule 40.12 of the Company’s constitution, the Company may at any Meeting from time to time increase or reduce the number of Directors.

ASX Listing Rule 14.5 provides an entity that has directors, must hold an election of directors at each Annual General Meeting.

The Company notes that Director, Mr Harley Dalton is retiring at the Annual General Meeting. Rule 40.1 of the Company’s constitution provides that at least one third of the Directors must retire at each Annual General Meeting. Mr Dalton’s retirement satisfies Rule 40.1 for the purpose of the Annual General Meeting.

Prior to consenting to act as a Director and submitting himself for election, Mr Edward Grobler has confirmed that he would have sufficient time to properly fulfil his duties and responsibilities to the Company.

4.2 Mr. Edward Grobler’s qualifications and experience

Mr Edward (Eddie) Grobler worked for MasterCard Worldwide for over twenty years to 2019. During in this time he held executive roles including as the Executive Vice President: Australasia Division and Executive Vice President: Realtime Payments. In his last role Eddie was responsible for the development and execution of Mastercard’s real time payments strategy.

Prior to 2008 Eddie was responsible for all the Mastercard Africa business operations that included the development of the Mastercard franchise in Africa, sub-Sahara. He was instrumental in the opening of the Mastercard offices in Nigeria, Kenya and Morocco.

In July 2019, Eddie established ‘Commerce 2040’ to create a “platform” for engagement with different stakeholders in the payments value chain with the key focus on payment flows in a dynamic and changing environment.

Eddie holds a Master in Business Leadership and a Master in Psychology, and is a Graduate member of the Australian Institute of Company Directors.

4.3 Directors’ Recommendation

The Directors believe that Mr Edward (Eddie) Grobler’s experience and skills can make a valuable contribution to the Company, and all of the Directors unanimously recommend that shareholders vote in favour of this Ordinary Resolution 2.

5. Resolution 3 – Election of Mr. Alastair Wilkie as a Director

5.1 Background

In accordance with Rule 40.12 of the Company’s constitution, the Company may at any Meeting from time to time increase or reduce the number of Directors.

ASX Listing Rule 14.5 provides an entity that has directors, must hold an election of directors at each Annual General Meeting.

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Explanatory Memorandum

Prior to consenting to act as a Director and submitting himself for election, Mr. Alastair Wilkie has confirmed that he would have sufficient time to properly fulfil his duties and responsibilities to the Company.

Mr. Wilkie was appointed as Chief Executive Officer of the Company on 28 October 2019. Subject to the passing of Resolution 3, the Directors intend to appoint Mr. Wilkie as Managing Director in accordance with Rule 45.1 of the Company’s constitution.

Mr. Wilkie will not be offered any additional remuneration amounts in his capacity as a Director.

5.2 Mr. Alastair Wilkie’s qualifications and experience

Mr. Wilkie is an experienced executive in the financial services industry focussed on banking and payments with a background in information technology and business development. He has over twenty-five years’ experience in senior leadership roles in Australia, Europe and North America.

He is the Founder and Chairman of a number of private companies driving digital disruption in the financial services industry. He was formerly COO of ASX listed, EML Payments, and was Executive General Manager at Indue, an Approved Deposit taking Institution providing aggregated banking services to the Australian Payment System. Prior to joining Indue, Mr Wilkie was CEO of Monteray Group Ltd, an ASX listed company managing solutions for the superannuation services market. He has also held senior executive roles overseas at Bull Information Systems, Vision Consulting and ExploreIT.

Since his appointment as Chief Executive Officer in October 2019, Mr. Wilkie has led the growth of the Company from a pre-revenue Fintech to a global payments company.

Mr. Wilkie has a Diploma in Management Studies from W.L. College in Scotland and studied Business Administration at the Executive Management Institute, ESSEC in Paris.

5.3 Directors’ Recommendation

The Directors believe that Mr. Alastair Wilkie’s experience and skills can offer an additional contribution to the Company at the board level, and all of the Directors unanimously recommend that shareholders vote in favour of this Ordinary Resolution 3.

6. Resolution 4 - Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

6.1 Introduction

Pursuant to Resolution 4 the Company is seeking Shareholder approval to issue an additional 10% of its issued capital over a 12 month period pursuant to Listing Rule 7.1A. If passed, this Resolution will allow the Company to allot and issue up to the number of new Equity Securities calculated in accordance with Listing Rule 7.1A.2 ( Placement Securities ) each at an issue price of at least 75% of the volume weighted average price ( VWAP ) for the Company’s Equity Securities in that class (calculated over the last 15 days on which trades in the Equity Securities are recorded immediately before the date on which the price at which the Placement Securities are to be issued is agreed, or if the Placement Securities are not issued within ten trading days of that date, the date on which the Placement Securities are issued) ( Issue Price ).

This approval is sought pursuant to Listing Rule 7.1A. Under Listing Rule 7.1A, small and mid-cap listed entities that meet the eligibility threshold and have obtained the approval of their ordinary shareholders by Special Resolution at the Annual General Meeting, are permitted to issue an additional 10% of issued capital over a 12 month period from the date of the Annual General Meeting ( Additional 10%

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Explanatory Memorandum

Placement ). The Additional 10% Placement under Listing Rule 7.1A is in addition to the ability of the Company to issue 15% of its issued capital without shareholder approval over a 12 month period pursuant to Listing Rule 7.1.

Funds raised from the issue of Placement Securities, if undertaken, would be applied towards the continued growth of the Company’s business operations (including client growth) and general working capital.

6.2 Listing Rule 7.1A

(a) General

(1) Eligibility

An entity is eligible to undertake an Additional 10% Placement if at the time of its Annual General Meeting it has a market capitalisation of $300 million or less and it is not included in the S&P/ASX300 Index.

As required by the Listing Rules, the Company’s market capitalisation will be based on the closing price on the Trading Day before the AGM. The calculation of market capitalisation will be based on the Closing Price of Shares on the last Trading Day on which trades in the Shares were recorded before the date of the AGM, multiplied by the number of Shares on issue (in that main class, but excluding restricted securities and securities quoted on a deferred settlement basis).

For illustrative purposes only, on 5 October 2021 the Company’s market capitalisation was approximately $42 million based on the closing trading price on that date. The Company is not included in the S&P/ASX300 Index as at the time of issue of this Notice of Meeting and the Company does not expect that it will be included in the S&P/ASX300 Index at the date of the AGM.

The Company is therefore an eligible entity and able to undertake an Additional 10% Placement under Listing Rule 7.1A. In the event that the Company is no longer an eligible entity to undertake an Additional 10% Placement after the Company has already obtained Shareholder approval, the approval obtained will not lapse and the Company will still be entitled to undertake the Additional 10% Placement.

(2) Special Resolution

Listing Rule 7.1A requires this Resolution 4 to be passed as a Special Resolution, which means that it must be passed by at least 75% of the votes cast by members entitled to vote on the Resolution. Pursuant to Listing Rule 7.1A, no Placement Securities will be issued until and unless this Special Resolution is passed at the Meeting.

(3) Shareholder Approval

The ability to issue the Placement Securities is conditional upon the Company obtaining Shareholder approval by way of a Special Resolution at the Meeting.

(b) 10% Placement Period - Listing Rule 7.1A.1

Assuming Resolution 4 is passed, Shareholder approval of the Additional 10% Placement under Listing Rule 7.1A is valid from the date of the AGM and expires on the earlier to occur of:

• a. the date that is 12 months after the date of the AGM;

Change Financial Limited

Page 15

Explanatory Memorandum

• b. the time and date of the Company’s next AGM; or

• c. the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX.

If approval is given for the issue of the Placement Securities, then the approval will expire, on 25 November 2022, unless the Company holds its next Meeting or Shareholder approval is granted pursuant to Listing Rules 11.1.2 or 11.2 prior to that date.

(c) Formula for calculating Additional 10% Placement

Listing Rule 7.1A.2 provides that Eligible Entities that have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of ordinary securities on issue 12 months before the date of issue or agreement:

1. plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;

2. plus the number of partly paid ordinary securities that became fully paid in the 12 months;

3. plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under Listing Rules 7.1 or 7.4 (but note that this does not include an issue of fully paid ordinary securities under the entity’s 15% placement capacity without shareholder approval); and

4. less the number of fully paid ordinary securities cancelled in the 12 months.

Note that “A” has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4.

(d) Listing Rule 7.1A.3

(1) Equity Securities

Any Equity Securities issued under the Additional 10% Placement must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of this notice of meeting, the only class of Equity Securities in the Company quoted on the ASX are ordinary shares. The Company presently has 397,888,668 shares on issue at the date of this Notice of Meeting.

(2) Minimum Issue Price

Change Financial Limited

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Explanatory Memorandum

The issue price for the Placement Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days immediately before:

• a. the date on which the price at which the relevant Placement Securities are to be issued is agreed by the Company and the recipient of the Placement Securities; or

• b. if the relevant Placement Securities are not issued within ten trading days of the date in paragraph (A) above, the date on which the relevant Placement Securities are issued.

(e) Information to be given to ASX – Listing Rule 7.1A.4

If Resolution 4 is passed and the Company issues any Placement Securities under Listing Rule 7.1A, the Company will comply with the requirements of 7.1A.4.

(f) Listing Rules 7.1 and 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 397,888,668 Shares, and therefore has the capacity to issue:

• i. 59,683,300 Equity Securities under Listing Rule 7.1; and

• ii. 39,788,866 Equity Securities under Listing Rule 7.1A.

The actual number of Placement Securities that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Placement Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (as described above).

6.3 Specific information required by Listing Rule 7.3A

• (a) A statement of the period for which the approval will be valid (as set out in Listing Rule 7.1A.1) – Listing Rule 7.3A.1

The Company will only issue and allot the Placement Securities during the approval period. The approval under Resolution 4 for the issue of the Placement Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities of the Company) or Listing Rule 11.2 (the disposal of the main undertaking of the Company), or the Company holds its next Meeting before the 12 month anniversary of the Meeting.

(b) Minimum price of Equity Securities issued under Listing Rule 7.1A - Listing Rule 7.3A.2

Pursuant to and in accordance with Listing Rule 7.1A.3, the Placement Securities issued pursuant to approval under Listing Rule 7.1A must be issued for cash consideration and have an issue price of not less than 75% of the VWAP for the Equity Securities over the 15 trading days immediately before:

1. the date on which the price at which the Placement Securities are to be issued is agreed; or

2. if the Placement Securities are not issued within ten trading days of the date in paragraph (1) above, the date on which the Placement Securities are issued.

The Company will disclose to the ASX the issue price on the date of issue of the Placement Securities.

Change Financial Limited

Page 17

Explanatory Memorandum

• (c) A statement of the purposes for which the funds raised by an issue of Equity Securities under Listing Rule 7.1A.2 may be used – Listing Rule 7.3A.3

As noted above, the purpose for which the Placement Securities may be issued include to be applied towards the continued growth of the Company’s business operations (including client growth) and general working capital.

(d) Risk of economic and voting dilution - Listing Rule 7.3A.4

As provided by Listing Rule 7.3A.4, if Resolution 4 is passed and the Company issues the Placement Securities, there is a risk of economic and voting dilution to the existing Shareholders. The Company currently has on issue 397,888,668 Shares and 6,050,000 Options. On this basis, following approval of the Additional 10% Placement, the Company will have approval to issue an additional 39,788,866 Equity Securities. The exact number of Placement Shares to be issued under the Additional 10% Placement will be calculated in accordance with the formula contained in Listing Rule 7.1A.2 and set out above. Any issue of Placement Securities will have a dilutive effect on existing Shareholders.

There is a specific risk that:

1. the Market Price for the Company’s Equity Securities may be significantly lower on the date of the issue of any Placement Securities than it is on the date of the Meeting; and

2. the Placement Securities may be issued at a price that is at a discount to the Market Price for the Company’s Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue or the value of the Placement Securities.

As required by Listing Rule 7.3A.4, Table 1 below shows the potential economic and voting dilution effect, in circumstances where the issued share capital has doubled and the Market Price of the shares has halved. Table 1 also shows additional scenarios in which the issued share capital has increased (by both 50% and 100%) and the Market Price of the shares has:

1. decreased by 50%; and

2. increased by 100%.

TABLE 1

Issued Share Capital	50% decrease in Market Price $0.055	50% decrease in Market Price $0.055	Current Market Price $0.11	Current Market Price $0.11	100% Increase in Market Price $0.22	100% Increase in Market Price $0.22
	10% Voting Dilution	Capital Raise	10% Voting Dilution	Capital Raise	10% Voting Dilution	Capital Raise
Present Issued Share Capital = 397,888,669 Shares	39,788,867	$2,188,388	39,788,867	$4,376,775	39,788,867	$8,753,551
50% Increase in Share Capital = 596,833,004 Shares	59,683,300	$3,282,582	59,683,300	$6,565,163	59,683,300	$13,130,326
100% Increase in Share Capital = 795,777,338 Shares	79,577,734	$4,376,775	79,577,734	$8,753,551	79,577,734	$17,507,101

Change Financial Limited

Page 18

Explanatory Memorandum

Assumptions and explanations

• § The Market Price is $0.11, based on the closing price of the shares on ASX on 5 October 2021.

• § The above table only shows the dilutionary effect based on the issue of the Placement Securities (assuming only Shares are issued), and not any Shares issued under the 15% capacity under Listing Rule 7.1.

• § The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue.

• § The Company issues the maximum number of Placement Securities.

• § The issued share capital has been calculated in accordance with the formula in Listing Rule 7.1A2 as at 5 October 2021.

• § The issue price of the Placement Securities used in the table is the same as the Market Price and does not take into account the discount to the Market Price (if any).

(e) Company’s allocation policy - Listing Rule 7.3A.5

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue of the Placement Securities. The identity of the allottees of Placement Securities will be determined on a case-by-case basis having regard to a number of factors including but not limited to the following:

1. the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which existing shareholders can participate;

2. the effect of the issue of the Placement Securities on the control of the Company;

3. the financial situation and solvency of the Company; and

4. advice from corporate, financial and broking advisers (if applicable).

The allottees of the Placement Securities have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

(f) Previous issues under Shareholder Approval previously obtained under Listing Rule 7.1A –Listing Rule 7.3A.6

The Company has not issued or agreed to issue any equity securities under rule 7.1A.2 in the 12 months preceding the date of the meeting.

(g) Voting Exclusion Statement – Listing rule 7.3A.7

The Company is not proposing to make an issue of equity securities under 7.1A.2 as at the date of this Notice of Meeting, however a voting exclusion statement is included in this Notice. At the date of the Notice, the proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Placement Securities), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

Change Financial Limited

Page 19

Explanatory Memorandum

6.4 Directors’ Recommendation

The Directors unanimously recommend, to provide additional capacity to raise additional funds should a requisite, appropriate, compliant, and compelling opportunity arise, that Shareholders vote in favour of Resolution 4.

7. Interpretation

Annual General Meeting, AGM or Meeting means the Annual General Meeting of the Company to be held on 25 November 2021.

Annual Report means the document entitled “Appendix 4E and Annual Report” for the Company released to the ASX on 30 September 2021.

ASX means the ASX Limited ACN 008 624 691.

Auditors’ Report means the document entitled “Independent Auditor’s Report to the Members”.

Balance Sheet means the Consolidated Balance Sheet for the Company as at 30 June 2021 contained within the Annual Report.

Board means the board of directors of the Company.

Business Day means a day on which all banks are open for business generally in Brisbane.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

a person prescribed by the regulations for the purposes of this definition.

Company means Change Financial Limited ACN 150 762 351.

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Directors’ Declaration means the declaration contained within the Annual Report.

Directors’ Report means the document entitled ‘Directors’ Report’ contained within the Annual Report.

Explanatory Memorandum means the explanatory statement accompanying this Notice.

Key Management Personnel or KMP has the definition given in Accounting Standards AASB 124 Related Party Disclosure as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rules means the listing rules of the ASX.

Change Financial Limited

Page 20

Explanatory Memorandum

Notice of Meeting or Notice means this notice of meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by members entitled to vote on the Resolution.

Resolution means a resolution to be proposed at the Meeting.

Shares means ordinary fully paid shares in the issued capital of the Company.

Statement of Cashflows means the consolidated Statement of Cashflows for the Company for the year ended 30 June 2021.

Statement of Financial Performance means the consolidated statement of Profit or Loss and Other Comprehensive Income for the Company for the year ended 30 June 2021 contained within the Annual Report.

Change Financial Limited

Page 21

ACN 150 762 351

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LODGE YOUR VOTE ONLINE  www.linkmarketservices.com.au BY MAIL  Change Financial 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 Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Change Financial Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting.

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 (Brisbane time) on Thursday, 25 November 2021 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/CCA21 (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

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----- Start of picture text -----

For Against Abstain
1 Adoption of the 2021
Remuneration Report
----- End of picture text -----*

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• 2 Election of Mr. Edward Grobler as a director

• 3 Election of Mr. Alastair Wilkie as a director

• 4 Approval to issue additional 10% pursuant to LR 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).

CCA PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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.

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 and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

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 Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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 such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to 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.

APPOINTMENT OF A SECOND PROXY

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 may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Brisbane time) on Tuesday, 23 November 2021, 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.

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

ONLINE

www.linkmarketservices.com.au

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).

BY MAIL

Change Financial Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

• +61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* Level 12

680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage 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 votes will be disregarded; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

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.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at vote@linkmarketservices.com.au prior to the Meeting 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.linkmarketservices.com.au.



ACN 150 762 351

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LODGE YOUR VOTE

ONLINE www.linkmarketservices.com.au

BY MAIL  Change Financial 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 Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999

X99999999999

Please use this form to submit any questions about Change Financial Limited (“the Company”) that you would like us to respond to at the Company’s 2021 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report.

This form must be received by the Company’s share registrar, Link Market Services Limited, by 11:00am (Brisbane time) on Tuesday, 23 November 2021.

Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

My question relates to (please mark the most appropriate box)

Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction

Performance or financial reports Remuneration Report My question is for the auditor

A resolution being put to the AGM Sustainability/Environment Future direction

General suggestion Other

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 9 and up

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://agmlive.link/CCA21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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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 audio webcast of the Meeting

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

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

• At the bottom – buttons for ‘Get a Voting Card’, ‘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.

2 • Link Group Virtual Meeting Online Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

5. Phone Participation

Asking a Question

Step 1

What you will need

a) Land line or mobile phone

• b) The name of your holding/s

• c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363.

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: 1800 416 518

Step 2

You will be greeted with a welcome message and provided instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be greeted by a moderator and asked to provide your PIN. This will verify you as a securityholder and allow you to ask a question.

Step 3

Once the moderator has verified your details you will be placed into a waiting room and will hear music playing.

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

The moderator will ask you what item of business your question relates to? Let the moderator know if your question relates to General Business or the Resolution number.

You will also be asked if you have any additional questions.

Step 3

When it is your time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking. Note, if at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you also joined the Meeting online, we ask that you mute your laptop or desktop device while you ask your question.

Step 4

Your line will be muted once your question has been answered.

Note, If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Contact us

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

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