COMMS GROUP LTD — AGM Information 2024

Oct 30, 2024

Comms Group Limited (ASX:CCG) 3 / 45 Clarence Street Sydney NSW 2000

ASX: CCG

==> picture [213 x 72] intentionally omitted <==

ASX Release 31 October 2024

2024 ANNUAL GENERAL MEETING

CHANGE OF MEETING VENUE

Comms Group Limited (ASX:CCG) (“Comms Group” or the “Company”) advises that the venue for the Annual General Meeting (AGM) to be held on Tuesday, 26 November 2024, commencing at 11.30am (Sydney time), will now be held at:

Level 1, 45 Clarence Street, Sydney NSW

The AGM is being held as a hybrid meeting of shareholders, therefore any member wishing to vote can do so by lodging their proxy form no later than 48 hours prior to the meeting or attend and vote at the meeting in person or via the LUMI link https://web.lumiagm.com/371-775-453 and entering your details when prompted.

Questions can also be submitting in advance of the Meeting by emailing the questions to Company Secretary by no later than 5.00pm (Sydney time) on Friday 22 November 2024 at companysecretary@commsgroup.global

Approved for release by the Board of CCG

FOR MORE INFORMATION

Peter McGrath Matthew Beale Chief Executive Officer Chief Financial Officer https://commsgroup.limited/feedback

ABOUT COMMS GROUP LIMITED

We enhance business agility through innovative cloud-based communications and secure modern workplace solutions.

Comms Group provides a full range of advanced communications, collaboration and IT solutions from the Cloud. We specialise in the delivery of secure modern workplace IT solutions, managed services, cloud hosting, cloud communications, CPaaS and UCaaS, delivering reliable and scalable technology solutions to empower businesses.

Cloud Communications and Collaboration (Next Telecom)

Cloud communications service provider to Australian SME & corporates with award winning customer service. Key offerings include unified communications solutions including Microsoft Teams Calling, value added services, cloud business phone/hosted PBX, inbound/toll-free services, mobile services, extensive connectivity solutions including fibre and NBN broadband, SD-WAN and secure firewall services.

Secure Modern Workplace Solutions (onPlatinum)

Award-winning IT & Cloud Services Managed Service Provider supporting corporate customers' ICT needs. We assist mid-market businesses with tailored solutions for enhanced productivity, security, and efficiency. Our proactive IT support and flexible cloud solutions drive your business forward, while multi-layered protections keep your data and systems secure. We work closely with our customers to create a secure, modern workplace where their organisation can thrive.

Global UCaaS and Wholesale (Comms Group Global)

Specialist UCaaS for international business and CPaaS for wholesale customers with global network reach. With our cloud-based network and expertise in Microsoft Teams, Cisco Webex and SIP, we offer fully managed services and PSTN replacement services in over 65+ countries. We provide global MNCs seamless international unified communications solutions over a reliable global network with the latest product solutions and high levels of technical knowledge and global 24x7 support.

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

COMMS GROUP LIMITED ACN 619 196 539 NOTICE OF ANNUAL GENERAL MEETING (‘AGM’) 2024

Notice is hereby given that the AGM of the Shareholders of Comms Group Limited ( Company ) will be held:

DATE: Tuesday, 26 November 2024

TIME: 11.30am (Sydney time) LOCATION: This meeting will be conducted as a hybrid AGM to be held at the Level 1, 45 Clarence Street, Sydney NSW and also accessible online.

IMPORTANT INFORMATION

Shareholders will be able to participate in the Meeting by:

• 1 voting prior to the Meeting by lodging the Proxy Form attached to the Notice of Meeting by no later than 11.30am (Sydney time) on Sunday 24 November 2024.

• 2 submitting questions in advance of the Meeting by emailing the questions to the Company Secretary by no later than 5.00pm (Sydney time) on Friday 22 November 2024 at companysecretary@commsgroup.global

• 3 attending the meeting in person or by going to https://web.lumiagm.com/371-775-453 and entering your details when prompted; and

• 4 asking questions during the Meeting (details of which will be provided to Shareholders in a separate correspondence).

The Treasury Laws Amendment (2021 Measures No. 1) Act 2021 ( Act ) was given Royal Assent on 13 August 2021 and the Act permits electronic meetings. No hard copy of the Notice of Meeting and Explanatory Statement will be circulated and the Notice of Meeting has been given to those entitled to receive it by one or more technologies. The Notice of Meeting is also available on the Australian Securities Exchange Market Announcements platform and on the Company’s website at https://commsgroup.limited.

This Notice of Annual General Meeting and Explanatory Memorandum contains an explanation of, and important information about, the matters to be considered at the AGM. It is given to the Shareholders to help them determine how to vote on the Resolutions.

Shareholders should read this Notice of Annual General Meeting and Explanatory Memorandum in full before deciding if and how to vote on the Resolutions. If you are in doubt about what to do in relation to the Resolutions, you should consult your financial or other professional adviser.

Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

ONLINE VOTING PROCEDURES DURING THE AGM:

Shareholders who wish to participate in the AGM online may do so from their computer or mobile device, by entering the URL into their browser: https://web.lumiagm.com/371-775-453

If you choose to participate in the AGM online, you can log in to the meeting by entering:

1. Your username, which is your Voting Access Code (VAC), which can be located on the first page of your proxy form or Notice of Meeting email.

2. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the user guide for their password details.

3. If you have been nominated as a third-party proxy, please contact Boardroom on 1300 737 760.

Investor related questions are welcomed prior to the AGM. Questions can be directed to the Company Secretary via email:

companysecretary@commsgroup.global or via post: Level 1, 45 Clarence Street, Sydney NSW 2000 by no later than 5:00pm (Sydney time) on Friday, 22 November 2024.

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

ORDINARY BUSINESS

Item 1: Financial Statements and Reports

To receive and consider the Financial Report, the Director’s Report and the Auditor's Report for the Company and its controlled entities for the year ended 30 June 2024.

Note: There is no requirement for the Shareholders to approve these reports.

Resolution 1: Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval be given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2024."

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

Resolution 2: Re-election of Director – Mr Ryan O’Hare

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

“That Ryan O’Hare, a non-executive director of the Company who retires from the office of Director by rotation in accordance with the Constitution and ASX Listing Rule 14.4, being eligible and offering himself for re-election, be re-elected as a Director of the Company."

Resolution 3: Approval of additional 10% placement capacity

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

“That for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the Company having the additional capacity to issue Shares, up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in ASX 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 ASX Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 4: Approval to insert proportional takeover provisions in the Constitution

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

“That, for the purposes of sections 136(2) and 648G of the Corporations Act and for all other purposes, approval is given for the Company to modify its existing Constitution by inserting the proportional takeover provisions set out in Schedule 1 to the Explanatory Statement as a new clause 107 , for a period of 3 years from the date of approval of this Resolution.”

VOTING EXCLUSIONS

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

2. a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

3. b) a Closely Related Party of such a member.

However, a person (the excluded voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

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

• b) the excluded voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of all resolutions.

By Order of the Board

==> picture [166 x 39] intentionally omitted <==

Andrew Metcalfe Company Secretary 10 October 2024

VOTING INSTRUCTIONS

Voting Entitlements

It has been determined (in accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth)) that for the purposes of the Meeting, the Company's shares will be taken to be held by the persons who are the registered Shareholders of the Company at 7.00pm (Sydney time) on 24 November 2024. Accordingly, those persons are entitled to attend and vote (if not excluded) at the Meeting.

If you are not the registered holder of a relevant Share at that time, you will not be entitled to vote at the Meeting.

Corporate Representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

How to Vote

You may vote by attending the Meeting virtually, by proxy or authorised representative. Registration will commence just prior to the Meeting. To vote in person, attend the Meeting virtually on the date and at the place set out above.

Voting at the Meeting

Ordinary resolutions require the support of more than 50% of the votes cast. Special resolutions require the support of at least 75% of the votes cast. Resolutions 1 and 2 are ordinary resolutions. Resolution 3 and 4 are special resolutions.

A Poll will be held on all resolutions.

Every Shareholder eligible to vote on the particular Resolution who is present in person or by proxy, representative or attorney will have one vote for each Share held by that person.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 3 9867 7199.

Proxy Votes

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Shareholders and their proxies should be aware of the requirements under the Corporations Act, as they will apply to this meeting.

A member who is entitled to vote at the Meeting may appoint:

(a) one proxy if the member is only entitled to one vote: or

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

• (b) one or two proxies if the member is entitled to more than one vote.

Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes.

A proxy need not be a member of the Company.

If you require an additional proxy form, the Company will supply it on request.

The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company, at least 48 hours before the time for holding the Meeting (i.e. by no later than 11.30am (Sydney time) on 24 November 2024), at:

• (a) online: https://www.votingonline.com.au/ccgagm2024;

• (b) by mail: Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia.

• (c) by fax: + 61 2 9290 9655; or

• (d) by hand: Boardroom Pty Limited, Level 8, 210 George Street, Sydney NSW 2000

Proxies given by corporate Shareholders must be executed in accordance with their constitutions, or by a duly authorised attorney.

A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Company's Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

If a Shareholder appoints the chairperson of the Meeting as the Shareholder's proxy and does not specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for that Shareholder, in favour of the item on a poll.

You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the Proxy Form.

Voting Intention of the Chair for all Resolutions

Shareholders should note that any undirected proxies given to the Chair are intended to be cast by the Chair in favour of the Resolutions the subject of this Meeting, subject to compliance with the Corporations Act. In exceptional circumstances the Chair may change his voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of this Notice of Meeting and has been prepared to provide Shareholders of the Company with sufficient information to consider the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company. The Annual General Meeting of the Company will be held on 26 November 2024 commencing at 11.30am (AEDT). This meeting will be conducted as a hybrid AGM to be held at Level 1, 45 Clarence Street, Sydney NSW and also accessible online .

The Directors recommend that Shareholders read this Explanatory Memorandum carefully and in its entirety before making any decision in relation to the Resolutions.

Certain terms and abbreviations used in this Explanatory Memorandum have defined meanings which are explained in the Glossary appearing at the end of this Explanatory Memorandum.

FINANCIAL STATEMENTS AND REPORT – YEAR ENDED 30 JUNE 2024

The Corporations Act requires:

• the reports of the directors and auditors; and

• the annual financial report, including the financial statements of the Company,

for the financial year ended 30 June 2024, to be laid before the Annual General Meeting. Neither the Corporations Act nor the Constitution require a vote of Shareholders on the reports or statements. However, Shareholders as a whole will be given a reasonable opportunity to raise questions or comments on the management of the Company.

Also, a reasonable opportunity will be given to Shareholders as a whole at the AGM to ask the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. Shareholders can access a copy of the annual report on the Company’s website at https://commsgroup.limited.

RESOLUTIONS

Resolution 1: Non-Binding Resolution to adopt Remuneration Report

The Directors’ report for the year ended 30 June 2024 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and key executives of the Company. The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted be put to the Company's shareholders. However, section 250R(3) of the Corporations Act expressly provides that the vote on the Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share-based compensation. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for a financial year.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies. Shareholders are encouraged to read the below section of this Explanatory Memorandum for further details on the consequences of voting on this Resolution.

A reasonable opportunity for discussion of, and comment on, the Remuneration Report will be provided by the Chair at the Annual General Meeting.

Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the Company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, 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 of the company is approved will be the directors of the company.

Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting was 17.15%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

Resolution 2: Re-election of Director – Mr Ryan O’Hare

Pursuant to rule 63 of the Constitution, retiring director Ryan O’Hare, being eligible to do so, has offered himself for re-election. Ryan is a nonexecutive director and Chair of the Company and was appointed to the Board by directors on 21 January 2021 and elected by shareholders on 23 November 2021. This Resolution seeks Shareholder approval for the re-election of Mr Ryan O’Hare.

Profile of Mr Ryan O’Hare

Ryan has founded a number of highly successful companies starting with CorpTEL Communications, which in 1998 became one of the largest privately owned telecommunication companies in Australia before its sale to AAPT, People Telecom in 2000 that is now part of the Vocus Group and Next Telecom, this is no now part of Comms Group. Ryan also founded & chairs one of Australia’s largest SME energy only retailers, Next Business Energy.

Ryan is Chairman of Comms Group Limited and a Member of the Audit, Risk and Governance Committee.

The Board (excluding Ryan O’Hare, who abstains from making a recommendation) support the re-election of Ryan and recommends that Shareholders vote in favour of Resolution 2.

Resolution 3: Approval of Additional 10% Placement Capacity

The Company seeks Shareholder approval to permit the Company to issue an additional 10% of its issued capital over a 12-month period in accordance with ASX Listing Rule 7.1A ( Additional Placement Capacity ).

ASX Listing Rule 7.1 permits the Company to issue a maximum of 15% of its capital in any 12-month period without requiring shareholder approval. Under ASX Listing Rule 7.1A, eligible entities (companies that are outside the S&P/ASX 300 Index and have a market capitalisation of $300 million or less) can issue a further 10% of share capital in 12 months on a non-pro rata basis subject to the Company obtaining shareholder approval at its Annual General Meeting.

Securities issued under the Additional Placement Capacity must be in the same class as an existing quoted class of securities of the Company. As at the date of this Notice the Company has one class of quoted securities on issue, being Ordinary Fully Paid Shares (ASX Code: CCG).

The Company is an eligible entity as at the date of this Notice of Meeting. The number of Shares that may be issued (if Shareholder approval is obtained at the Annual General Meeting) will be determined in accordance with the following formula prescribed in ASX Listing Rule 7.1A.2: (A x D) – E

where:

• A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

• (a) plus, the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2.

• (b) plus, the number of partly paid shares that became fully paid in the 12 months.

• (c) plus, the number of fully paid shares issued in the 12 months with approval of holders of Shares under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% capacity pursuant to ASX Listing Rule 7.1 without shareholder approval; and

• (d) less the number of fully paid shares cancelled in the 12 months.

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

D is 10%.

E is the number of equity securities issued or agreed to be issued under Listing Rules 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 ASX Listing Rule 7.4.

Securities issued under ASX Listing Rule 7.1A

Technical information required by ASX Listing Rule 7.3A

Following shareholder approval at the 2023 Annual General Meeting held on 22 November 2023 to issue an additional 10% of its issued capital over a 12-month period in accordance with ASX Listing Rule 7.1A, the following information is provided in relation to ASX Listing Rule 7.3A. No Shares have been issued since the 2023 Annual General Meeting under ASX Listing Rule 7.1A.

Required Information

In compliance with ASX Listing Rule 7.3A, the Company provides the following information:

Minimum price at which equity securities may be issued	The issue price of each Share must be no less than 75% of the volume weighted average price for the Shares calculated over the 15 trading days on which trades in that class were recorded immediately before: • the date on which the price, at which the securities are to be issued, is agreed; or • if the securities are not issued within ten trading days of the date referred to above, the date on which the securities are issued.
Risk of economic and voting dilution	An issue of Shares under ASX Listing Rule 7.1A involves the risk of economic and voting dilution for existing ordinary security holders. The risks include: • the market price for Shares may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A; and • the equity securities may be issued at a price that is at a discount to the market price for the Shares on the issue date. Under ASX Listing Rule 7.3A.2, a table describing the notional possible dilution, based upon various assumptions as stated, is set out below.
Date by which the securities will be issued	The period commencing on the date of the Annual General Meeting (to which this Notice relates) at which approval is obtained and expiring on the first to occur of the following: • the date which is 12 months after the date of the annual general meeting at which approval is obtained. • the time and date of the Company’s next annual general meeting; and • the date of the approval by holders of the Company’s ordinary securities of a transaction under ASX Listing Rules 11.1.2 or 11.2. The approval under ASX Listing Rule 7.1A will cease to be valid if holders of the Company’s ordinary securities approve a transaction under ASX Listing Rules 11.1.2 or 11.2.
Purposes for which the equity securities may be issued, including whether the Company may issue them for non-cash consideration	It is the Board’s current intention that any funds raised under an issue of equity securities will be used for general working capital requirements and to increase resources available to pursue major clients and partnerships. The issue of securities under Listing Rule 7.1A can only be made for cash consideration purposes only. The Company will comply with ASX Listing Rule 7.1A.3 in relation to the issue being an existing quoted class of equity securities and the minimum issue price limitation to such issue.
Details of CCG'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 ASX Listing Rule 7.1A. The identity of the allottees will be determined on a case-by-case basis having regard to factors including but not limited to the following: • the prevailing market conditions at the time of the issue. • the purpose of the issue.

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

	• the ability of the Company to raise funds at the time of the proposed issue and whether the raising of any funds under such placement could be carried out by alternative means such as an entitlement offer, a placement and another offer where existing Shareholders may participate. • the dilutionary effect of the proposed issue of the securities on existing Shareholders at the time of the proposed issue. • the effect of the issue on the control of the Company. • the circumstances of the Company, including, but not limited to the financial situation and solvency of the Company; and • advice from its professional advisers, including corporate, financial and broking advisers (if applicable). The allottees under the ASX Listing Rule 7.1A facility have not been determined as at the date of this Notice of Meeting but may be existing substantial shareholders and new shareholders who are not related parties or associates of a related party of the Company. Further, if the Company is successful in acquiring new assets, subsidiaries or investments, it is likely that the allottees under the ASX Listing Rule 7.1A facility will be or include the vendors of the new assets or investments.
Previous approvals under ASX Listing Rule 7.1A	The Company has previously requested approval from Shareholders under ASX Listing Rule 7.1A at the Annual General Meeting held on 22 November 2023. During the 12-month period preceding the date of the Meeting, being on and from 22 November 2023, the Company has not issued any Equity Securities pursuant to that previous approval.
Equity Securities on issue as of 8 October 2024	387,749,877 Shares

The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of ordinary securities for variable “A” calculated under the formula in ASX Listing Rule 7.1A (2) as at the date of this Notice of Meeting.

The table shows 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 entitlement issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future meeting of shareholders.

The table also shows two examples where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the market (issue) price as of 8 October 2024.

			Dilution	Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution	Issue Price
			$0.039	$0.078	$0.156
			50% decrease	Issue Price	100% increase
			Funds Raised
Current shares	387,749,877	38,774,988	$ 1,512,225	$ 3,024,449	$ 6,048,898
50% increase	581,624,816	58,162,482	$ 2,268,337	$ 4,536,674	$ 9,073,347
100% increase	775,499,754	77,549,975	$ 3,024,449	$ 6,048,898	$ 12,097,796

The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 387,749,877 Shares on issue.

2. The issue price set out above is the closing market price of the Shares on ASX on 8 October 2024.

3. The Company issues the maximum possible number of Equity Securities under the ASX Listing Rule 7.1A Mandate.

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

1 / 45 Clarence Street Sydney NSW 2000

Comms Group Limited

==> picture [144 x 49] intentionally omitted <==

1. The issue of Equity Securities under the ASX Listing Rule 7.1A mandate consists only of Shares. It is assumed that no Options or Performance Rights or Convertible Notes are exercised into Shares before the date of issue of the Equity Securities.

2. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

3. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 unless otherwise disclosed.

4. 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%.

5. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the ASX Listing Rule 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 22 November 2023 ( Previous Approval ).

No securities were issued under ASX Listing Rule 7.1 in the 12 months before this Meeting

No securities were issued under ASX Listing Rule 7.1A.2 in the 12 months before this Meeting.

Shareholders should note that there is a risk that:

• a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

Board Recommendation

Resolution 3 is a special resolution, requiring approval of at least 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

Resolution 4: Approval to insert proportional takeover provisions in the Constitution

The Company seeks Shareholder approval, by way of special resolution, to permit the Company to modify its existing Constitution by inserting the proportional takeover provisions set out in Schedule 1 as a new clause 107, for a period of 3 years from the date of Shareholder approval.

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of that Shareholder's shares (i.e., less than 100%).

Section 648G of the Corporations Act permits a company to include, in its constitution, proportional takeover provisions prohibiting the registration of a transfer of securities resulting from a proportional takeover bid unless and until a shareholders' resolution to approve the proportional takeover bid is passed in accordance with those provisions by the holders of the shares of the class to which the shares being bid for belong.

The proportional takeover provisions allow holders of the relevant shares to decide whether a proportional takeover bid is acceptable and should be allowed to proceed.

Under section 648G(1) of the Corporations Act, a company's proportional takeover provisions will cease to apply at the end of 3 years from adoption or renewal (as applicable), unless otherwise specified. When the proportional takeover provisions cease to apply, the company's constitution is, by force of section 648G(3) of the Corporations Act, altered by omitting the provisions.

Required Information

In compliance with section 648G(5) of the Corporations Act, the Company provides the following information:

If a takeover offer is made under a proportional takeover bid for a class of the Company's securities, Effect of proposed the Directors must ensure that a resolution to approve the takeover bid ( Approval Resolution ) is proportional takeover voted by the Shareholders of the class of Shares being bid, not less than 14 days before the last day provisions of the bid period ( Deadline ).

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

	The only persons entitled to vote on the Approval Resolution are those persons who, as at the end of the day on which the first offer under the takeover bid was made, held Shares included in the bid class in respect of which the offer was made. The bidder under the takeover bid and its associates are not entitled to vote on the Approval Resolution. Each person entitled to vote has one vote for each Share in the relevant class held by the person at that time. The vote on the Approval Resolution is decided on a simple majority. The Approval Resolution will be taken to have been passed if more than 50% of votes are cast in favour of the Approval Resolution, otherwise it is taken to have been rejected. The Directors will breach the Corporations Act if they fail to ensure the Approval Resolution is voted on. However, if the Approval Resolution is not voted on as at the end of the day before the Deadline, the Approval Resolution is taken to have been passed. If the Approval Resolution is passed (or taken to have been passed) by the Shareholders, the transfer resulting from the bid must be registered if they comply with other provisions of the Corporations Act and the Constitution. If the Approval Resolution is rejected, binding acceptances must be rescinded as soon as practicable after the Deadline, and all unaccepted offers and offers failing to result in binding contracts are taken to have been withdrawn at the end of the Deadline. The proportional takeover provisions do not apply to full takeover bids. Clause 107 will expire three years after its insertion into the Constitution, unless renewed by a further special resolution of Shareholders.
Reasons for proportional takeover provisions	A proportional takeover bid involves an offer for only a proportion of each Shareholder's securities, this may allow control of the Company to pass without Shareholders having the chance to sell all their securities to the bidder and assist a bidder to take control of the Company without payment of an adequate control premium. Shareholders, other than the bidder and its associates, may be exposed to the risk of being left as a collective minority in the Company as well as the loss of potential to receive an adequate control premium for their remaining Shares. The proportional takeover provisions lessen these risks because they allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, is appropriately priced and should be permitted to proceed.
Knowledge of any acquisition proposals	As at the date of this notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Potential advantages and disadvantages of the proportional takeover provisions for Directors and Shareholders	Directors The Directors consider that there are no potential advantages or disadvantages to Directors in the proposed insertion of the proportional takeover provisions, because they remain free to make a recommendation on whether a proportional takeover bid should be accepted. Shareholders The Directors consider that the potential advantages of the proposed proportional takeover provisions for Shareholders include: • Shareholders have the right to decide by majority vote whether a proportional takeover bid should proceed. • the provisions may assist Shareholders to avoid being locked in as a collective minority. • the bargaining power of Shareholders is increased, and this may assist in ensuring that any proportional bid is adequate in order for it to proceed; and • knowing the view of the majority of Shareholders assists each individual Shareholder in assessing the likely outcome of the proportional takeover bid and whether to approve or reject that offer. The Directors consider that the potential disadvantages of the proposed proportional takeover provisions for Shareholders include: • the provisions are a hurdle to and may discourage the making of proportional takeover bids in respect of the Company. • Shareholders maylose an opportunityof sellingsome of their securities at apremium;and

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

• the prospects of a proportional takeover bid being successful may be reduced.

The Board considers that the potential advantages for Shareholders in the proposed insertion of the proportional takeover provisions outweigh the potential disadvantages. In particular, Shareholders as a whole should be able to decide whether or not a proportional takeover bid can be successful.

Shareholders may act.

If the special resolution to insert the proportional takeover provisions set out in Schedule 1 as a new clause 107 in the Constitution is passed, Shareholders who together hold not less than 10% (by number) of the issued securities in a class of securities in the Company to which the provisions apply may, within 21 days after the day on which the special resolution is passed, apply to the Court to have the proportional takeover provisions set aside to the extent to which it relates to that class of Shareholders.

On an application, the Court may make an order setting aside the proportional takeover provisions if it is satisfied that it is appropriate in all the circumstances to do so. Otherwise, the Court must dismiss the application. Unless and until an application is finally determined by the making of an order setting aside the proportional takeover provision, the Company is taken for all purposes to have validly included the proportional takeover provision applying to that class of Shareholders.

Board Recommendation

Resolution 4 is a special resolution, requiring approval of at least 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

SCHEDULE 1 – Proportional takeover provisions

Proportional Takeover

107. Proportional takeover bid

• 107.1 The following definitions apply to this clause:

Approving Resolution means a resolution to approve the proportional takeover bid passed in accordance with this clause 107.

Approving Resolution Deadline means the day that is 14 days before the last day of the bid period of the proportional takeover bid.

• 107.2 Registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under a proportional takeover bid is prohibited unless and until an Approving Resolution approving the proportional takeover bid is passed.

• 107.3 A person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the proportional takeover bid was made, held bid class Shares is entitled to:

• (a) vote on an Approving Resolution; and

• (b) has one vote for each bid class Share held.

• 107.4 Where offers have been made under a proportional takeover bid, the board of Directors must ensure that an Approving Resolution is voted on at a meeting of the persons described in clause 107.3 before the Approving Resolution Deadline.

• 107.5 An Approving Resolution is passed if more than 50% of the votes cast on the resolution are cast in favour of the resolution, and otherwise is taken to have been rejected.

• 107.6 The provisions of this Constitution that apply to a general meeting of the Company apply, which such modifications as the circumstances require, to a meeting that is called under this clause 107 as if the meeting was a general meeting of the Company.

• 107.7 If an Approving Resolution to approve the proportional takeover bid is voted on in accordance with this clause before the Approving Resolution Deadline, the Company must, on or before the Approving Resolution Deadline, give:

• (a) the bidder; and

• (b) each relevant financial market,

• a written notice stating that an Approving Resolution to approve the proportional takeover bid has been voted on and whether it was passed or rejected.

• 107.8 If no resolution has been voted on in accordance with this clause 107 as at the end of the day before the Approving Resolution Deadline, a resolution to approve the proportional takeover bid is taken, for the purposes of this clause 107, to have been passed in accordance with this clause 21.

• 107.9 Under the Corporations Act, this clause 107 automatically ceases to have effect on the date which is three years:

• (a) after the date this clause was inserted in this Constitution; or

• (b) if this clause has been renewed since the date it was inserted in this Constitution, after the date on which this clause 107 was last renewed, provided that the resolution renewing this clause 107 did not state that this clause is renewed for a specified period of less than three years.

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

Comms Group Limited

1 / 45 Clarence Street Sydney NSW 2000

==> picture [144 x 49] intentionally omitted <==

GLOSSARY

AEDT	Australian Eastern Daylight-savings Time
ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited or its financial market, the Australian Securities Exchange, as the context requires.
ASX Listing Rules	means the listing rules of ASX as they are amended from time to time.
Board	means the board of directors of CCG from time to time.
Closely Related Party	has the meaning given to it in the Corporations Act (and effectively means a spouse, child or dependent of the relevant member of the Company's Key Management Personnel).
CompanyorCCG	means Comms Group Limited ACN 619 196 539.
Constitution	means the Company's constitution.
Corporations Act	means the_Corporations Act 2001_(Cth).
Directors	means the directors of the Company.
Explanatory Memorandum	means the explanatory notes to the Resolutions that forms part of the Notice of Meeting.
Key Management Personnel	means the people with authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly, including any directors (whether executive or otherwise) of that entity).
Meeting	means the annual general meeting of Shareholders called by the Notice of Meeting.
NoticeorNotice of MeetingorNotice of Annual General Meeting	means this notice of annual general meeting and explanatory memorandum.
Proxy Form	means the proxy form accompanying the Notice.
Remuneration Report	means the remuneration report set out in the Company's 2024 Annual Report.
Resolutions	means the resolutions set out in the Notice.
Share	means a fully paid ordinary share in the capital of CCG.
Shareholder	means a holder of one or more Shares.
Variable A	means “A” as set out in the formula in Listing Rule 7.1A.2

Comms Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: investors@commsgroup.limited w: https://commsgroup.limited

==> picture [210 x 100] intentionally omitted <==

All Correspondence to:

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

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:30am (Sydney Time) on Sunday 24 November 2024.

TO VOTE ONLINE BY SMARTPHONE	TO VOTE ONLINE BY SMARTPHONE	TO VOTE ONLINE BY SMARTPHONE
STEP 1: VISIThttps://www.votingonline.com.au/ccgagm2024 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

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

Appointment of a Second Proxy

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

STEP 3 SIGN THE FORM

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

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

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

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

STEP 4 LODGEMENT

To appoint a second proxy you must:

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

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

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

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting therefore by 11:30am (Sydney Time) on Sunday, 24 November 2024. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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

 Online https://www.votingonline.com.au/ccgagm2024  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

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

Comms Group Limited ABN 64619196539

Your Address

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

PROXY FORM

STEP 1 APPOINT A PROXY

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

the Chair of the Meeting (mark box)

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the Level 1, 45 Clarence Street, Sydney NSW and virtually at https://web.lumiagm.com/371-775-453 on Tuesday, 26 November, 2024 at 11:30am (Sydney Time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2

VOTING DIRECTIONS

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

For Against Abstain*

Resolution 1 Remuneration Report

Resolution 2 Re-election of Director – Mr Ryan O’Hare Resolution 3 Approval of Additional 10% Placement Capacity (Special Resolution) Resolution 4 Approval to insert Proportional Takeover Provisions in the Constitution (Special Resolution)

==> picture [96 x 103] intentionally omitted <==

STEP 3 SIGNATURE OF SECURITYHOLDERS

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2024