COVENTRY GROUP LIMITED — AGM Information 2024

Sep 25, 2024

NOTICE OF ANNUAL GENERAL MEETING

FRIDAY 25 OCTOBER 2024

Notice is hereby given that the 2024 Annual General Meeting (the “Meeting”) of Coventry Group Ltd (the "Company") will be held as a hybrid meeting as follows:

Date: Friday 25 October 2024

Time: 9:00am (Melbourne Time)

Venue: Level 36, Room 15 – Kulin Room KPMG Tower Two 727 Collins Street MELBOURNE VIC 3000 and virtually via Zoom Webinar

Shareholders are strongly encouraged to cast their vote by proxy prior to the Meeting in accordance with the instructions set out on page 6 of this Notice to ensure their votes are counted.

All resolutions to be considered at the Meeting will be decided by a poll based on proxy votes received prior to the commencement of the Meeting and votes cast in person during the Meeting.

The Explanatory Statement that accompanies this Notice provides additional information on the matters to be considered at the Meeting. The Explanatory Statement and Proxy Form are part of this Notice.

ORDINARY BUSINESS

Financial and other reports

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

Resolution 1: Re-election of Director – Mr Neil Cathie

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

“That Mr Neil Cathie, having retired by rotation in accordance with Clause 8.1(d)(2)(A) of the Company’s Constitution, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

Resolution 2: Adoption of Remuneration Report

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

"That the Remuneration Report of the Company for the financial year ended 30 June 2024 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Voting exclusions apply to this Resolution 2.

Resolution 3: Grant of Performance Rights to Mr Robert Bulluss

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

"That for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to a maximum of 200,149 Performance Rights to Mr Robert Bulluss (a Director of the Company) or his nominee, as soon as practicable following the conclusion of the Company’s 2024 Annual General Meeting, and in any case, by no later than 12 months after the conclusion of the Company’s 2024 Annual General Meeting, on the terms and conditions set out pursuant to the Coventry Group Executive Incentive Plan (the “Plan”) and the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting.”

Note: Voting exclusions apply to this Resolution 3.

Resolution 4:

Financial Assistance

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

“That the Company approve the transactions described in item 4 of the Explanatory Memorandum accompanying this resolution (which forms a part of this resolution) and all elements of those transactions that may constitute financial assistance by the following companies:

Coventry Group Ltd – 2024 Notice of Annual General Meeting

• (a) Boltmasters Pty Limited (ACN 010 667 400); and

• (b) Profast Pty Limited (ACN 094 933 052),

for the purposes of sections 260A and 260B(2) of the Corporations Act 2001 (Cth).”

VOTING EXCLUSION STATEMENTS

Resolution 2 – Adoption of Remuneration Report

The Company will disregard any votes cast on Resolution 2 by or on behalf of:

• a member of the Company’s Key Management Personnel (KMP) whose remuneration details are disclosed in the remuneration report for the year ended 30 June 2024 or their closely related parties, in any capacity; or

• a proxy by a person who is a member of the Company’s KMP at the date of the meeting or their closely related parties.

However, this does not apply to a vote cast on Resolution 2 by:

• a person as proxy or attorney for a person who is entitled to vote on Resolution 2 in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides, even though Resolution 3 is connected with remuneration of a member of the KMP.

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

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting on the resolution and is not an Associate of the person excluded from voting on the resolution; and

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

The Chairman intends to vote all available undirected proxies in favour of Resolution 2.

Resolution 3 – Grant of Performance Rights to Mr Robert Bulluss

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Executive and Director Incentive Plan; or

• an Associate of such person.

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

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

Coventry Group Ltd – 2024 Notice of Annual General Meeting

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

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

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting on the resolution and is not an Associate of the person excluded from voting on the resolution; and

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

The Chairman intends to vote on all available undirected proxies in favour of Resolution 3.

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

Please read the attached Proxy Form, which contains voting entitlement instructions. If you have any questions regarding this Notice of Meeting or Explanatory Statement, please call the Company Secretary on +61 3 8689 9997.

By order of the Board of Coventry Group Limited.

==> picture [169 x 64] intentionally omitted <==

Mark Licciardo Company Secretary 26 September 2024

Coventry Group Ltd – 2024 Notice of Annual General Meeting

FURTHER INFORMATION

MEETING LOCATION

The Company has decided that the Meeting will be held as a hybrid meeting at 9:00am (Melbourne Time) on Friday 25 October 2024 at KPMG, Level 36, Room 15 – Kulin Room, Tower Two, 727 Collins Street, MELBOURNE VIC 3000 and virtually via live webcast (see instructions below).

HOW TO JOIN THE MEETING ONLINE:

Shareholders will be able to attend the Meeting by going to Zoom Webinar using their web browser or internet enabled device. To join the webinar facility shareholders need to follow the following information:

• 1) Enter the following link into your browser: https://us02web.zoom.us/webinar/register/WN_glKAe3TsTuuH-fwdPbsi4w

• 2) Enter the Webinar ID and Passcode to access the meeting:

Webinar ID: 854 6815 2599 Passcode: 404896

Attendee registration by the above webinar teleconferencing facility will be available 30 minutes prior to the beginning of the meeting being 8:30am (Melbourne time) on the day of the Meeting.

HOW TO VOTE

Shareholders wishing to attend virtually will have the opportunity to vote and ask questions at the Meeting, however, in order to provide for an efficient virtual meeting, we request that any questions from Shareholders are provided to the Company Secretary at least 24 hours in advance of the Meeting by email to the Company Secretary at m.licciardo@acclime.com

Online voting will take place via the Computershare Meeting platform.

Securityholders must use the Computershare Meeting Platform to vote in the meeting.

To vote in the meeting, you can log in by entering the following URL http://meetnow.global/MVKKK9W on your computer, tablet or smartphone.

Online registration will open 30 minutes before the meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact the call centre before the meeting to obtain their login details.

To vote at the meeting online follow the instructions below.

1. Click on ‘Join Meeting Now’.

2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the meeting to obtain their login details.

3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list.

4. Accept the Terms and Conditions and ‘Click Continue’.

You can cast votes at the appropriate times while the meeting is in progress.

Online Meeting Guide: www.computershare.com.au/onlinevotingguide

Coventry Group Ltd – 2024 Notice of Annual General Meeting

Voting in person

A shareholder who is an individual may attend and vote in person at the Meeting. If you wish to attend the Meeting, please bring the enclosed proxy form to assist with registration. Please arrive 20 minutes prior to the start of the Meeting to facilitate this registration process.

All Resolutions by Poll

Pursuant to the fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations (Recommendation 6.4), all votes will be taken on a Poll.

Voting by corporate representative

A shareholder that is a corporation may appoint an individual to act as its representative to vote at the Meeting, in accordance with section 250D of the Corporations Act 2001 (Cth) (“Corporations Act”). The representative should submit evidence of his or her appointment, including any authority under which the appointment is signed, by emailing web.queries@computershare.com.au. This form may be obtained from the Company’s share registry.

Voting by proxy

If you are unable to or do not wish to attend the meeting, you may appoint a proxy to attend and vote on your behalf. A body corporate may also appoint a proxy. A proxy need not be a shareholder. If a representative of a corporate proxy is to attend the meeting, you must ensure that the appointment of the representative is in accordance with section 250D of the Corporations Act. The corporate representative should submit to the share registry, evidence of his or her appointment, including any authority under which the appointment is signed. A form of the certificate may be obtained from the Company’s share registry.

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at the address given below by 10:00am (Melbourne time) on Wednesday 23 October 2024. Any proxy form received after that time will not be valid for the scheduled meeting.

WHERE TO VOTE

Online At www.investorvote.com.au

• By mail Share Registry

Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001, Australia

By fax 1800 783 447 (within Australia)

+61 3 9473 2555 (outside Australia)

By mobile Scan the QR Code on your proxy form and follow the prompts

Custodian For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions

ELIGIBILITY TO ATTEND AND VOTE

The Directors have determined that, for the purpose of voting at the Meeting, members eligible are those persons who are registered holders of Shares at 5:00pm (Melbourne time) on Wednesday 23 October 2024.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions or make comments regarding the management of the Company. Shareholders may also lodge written questions by completing the enclosed Shareholder Questions Form.

Similarly, a reasonable opportunity will be given to Shareholders to ask the Company's external auditor, KPMG, questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the auditor's report;

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

• (d) the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit written questions to KPMG if the questions are relevant to the content of KPMG's audit report or the conduct of its audit of the Company's financial report for the year ended 30 June 2024 by completing the relevant section of the enclosed Shareholder Questions Form.

Relevant written questions for the Company or KPMG must be received by no later than 5:00pm (Melbourne time) on Wednesday 23 October 2024 - by mail to Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, Victoria 3001, Australia; or by fax to +61 3 9473 2555.

2024 ANNUAL REPORT

In line with the Company’s environmental policy, a copy of the Company's 2024 Annual Report is available at FY24 Results - Annual Report - Coventry Group Ltd (cgl.com.au). If however, you wish to receive a hard copy please contact the Company on +61 3 9205 8290 or at secretariat@cgl.com.au

Coventry Group Ltd – 2024 Notice of Annual General Meeting

EXPLANATORY STATEMENT ON AGENDA ITEMS

Financial and other reports

The Company is required by the Corporations Act to table the Financial Report and the Reports of the Directors and the Auditors for the year ended 30 June 2024. Shareholders are not required to vote on these reports but will have an opportunity to raise questions on the Reports and on the performance of the Company generally at the Meeting.

Resolution 1 – Re-election of Director – Mr Neil Cathie

Mr Cathie is due to retire from the Board in accordance with the Company’s Constitution, but being eligible, offers himself for re-election.

Mr Cathie was last re-elected at the Annual General Meeting in 2021.

Mr Cathie was appointed as a Director of the Company on 19 September 2014 and as Chairman in January 2015. He has an extensive experience in very relevant areas including having a 27 year career at Australia’s largest and most successful plumbing and bathroom distributor, ASX listed Reece Limited, during which time he served as its Chief Financial Officer, Company Secretary, General Manager, Finance and IT.

Mr Cathie is a Non-Executive Director of Experience Co. Limited (since 2019) and was a NonExecutive Director of Millennium Services Group Limited from 16 October 2018 to 7 March 2019. He is also an independent advisor and Chair at Middendorp Electric and Non-Executive Director at Bowens Timber and Hardware.

Other than those listed above, he held no other listed company directorships during the past three financial years.

The Board (with Mr Cathie abstaining in respect of his own re-election) unanimously recommends shareholders approve the re-election of Mr Cathie as a Director of the Company.

Resolution 2 – Adoption of Remuneration Report

General

The Corporations Act requires listed companies to make expanded disclosure in respect of director and executive information. As a result, the Directors' Report must include a section called the "Remuneration Report". This report is set out in the 2024 Annual Report. Additionally, the Corporations Act requires listed companies to put the Remuneration Report, for each financial year, to a vote of members at the Company's Annual General Meeting.

In summary, the Remuneration Report:

• explains the principles used to determine the nature and amount of remuneration of Key Management Personnel ("KMPs"). The KMPs are the persons who have authority and responsibility for planning, directing and controlling the activities of the Company and Group and comprise the Directors of the Company and certain executives of the Company and Group;

• • sets out details of any performance conditions applicable to the remuneration of KMPs;

• sets out the remuneration details for KMPs of the Company; and

• sets out the particulars of short-term and long-term incentives and key employment terms of the relevant KMPs.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

8

Proxy voting restrictions

Key Management Personnel, details of whose remuneration are included in the Remuneration Report, and their closely related parties, are prohibited from voting on Resolution 2, except in the circumstances described in the voting exclusion statement set out in the Notice.

Voting consequences

Under section 250R(3) of the Corporations Act, the vote is advisory only and does not bind the Directors or the Company. The “two strikes” rule in the Corporations Act, 250V, provides that if at least 25% of the votes cast on the resolution ( Spill Resolution ) are voted against adoption of the Remuneration Report at two consecutive Annual General Meetings, shareholders will have the opportunity to vote on a spill resolution at the second of those Annual General Meetings.

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 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

The Company is not currently subject to a “first strike” as laid out in 250U of the Corporations Act. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

Board Recommendation

The Board does not make any recommendation in respect of Resolution 2.

Resolution 3 – Grant of Performance Rights to Mr Robert Bulluss

Background

Resolution 3 seeks Shareholder approval for the issue of Performance Rights to Mr Robert Bulluss, the Company’s Managing Director and Chief Executive Officer.

Purpose of Shareholder approval

The Company is required by ASX Listing Rule 10.14 to obtain Shareholder approval to grant Securities including Performance Rights, to Mr Bulluss, a Listing Rule 10.14.1 Director of the Company, under the Plan.

ASX Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

• (a) A Director of the entity (in the case of a trust, a director of the responsible entity of the trust);

• (b) An associate of a person referred to in (a) above (rule 10.14.1);

Coventry Group Ltd – 2024 Notice of Annual General Meeting

9

• (c) A person whose relationship with the entity or a person referred to in (a) or (b) above (rule 10.14.1 or 10.14.2) is such that, in ASX’s opinion, the acquisition should be approved by security holders.

Mr Bulluss is a Director of the entity and therefore is a person that requires Shareholder approval for the acquisition of equity securities under an employee incentive plan for the purposes of ASX Listing Rule 10.14.

Mr Bulluss’ total remuneration includes a Plan award, which is delivered through a grant of Performance Rights. Accordingly, the Company is seeking approval to grant Performance Rights to Mr Bulluss for his participation in the Plan for FY25.

If Shareholder approval is obtained, the Performance Rights, the subject of Resolution 3, will be granted to Mr Bulluss as soon as practicable after the Meeting, and in any event within 12 months of the Meeting.

If Shareholder approval is not obtained, the Company will not be able to proceed with the proposed issue and Mr Bulluss will not be entitled to receive any Performance Rights under the Plan for FY25. In relation to FY25, if the issue of performance rights to the CEO/Managing Director is not approved at the 2024 Annual General Meeting of the Company, no LTI will be paid to any other executive of the Company by way of performance rights. At the Board’s discretion, a participating executive, having satisfied relevant performance conditions, may have his or her LTI converted to a cash payment.

In accordance with the requirements of ASX Listing Rule 10.15 and for all other purposes, further details in respect of Resolution 3 are provided below.

Persons to whom securities are proposed to be issued	Mr Robert Bulluss Managing Director & Chief Executive Officer of the Company, and Listing Rule 10.14.1 Director of the Company
Number and class of securities proposed to be issued	200,149 Performance Rights The maximum face value of the CEO’s FY25 grant is $270,000 based on the LTI opportunity of 50% of his fixed annual remuneration of $540,000. The number of Performance Rights to be granted is determined by dividing the maximum value by the 10-day volume weighted average price (VWAP) of the Company’s shares preceding the start of the performance period, being the 10 trading days up to and including 30 June 2024. Based on a VWAP of $1.349, the maximum number of Performance Rights to be granted under Resolution 3 is 200,149.
Director’s current total remuneration package	$715,490
Number of securities previously issued to the person under the scheme and the average acquisition price paid for those securities (if any)	In relation to Performance Period ended 30 June 2023 and as approved by shareholders: Performance Rights Granted: 205,508 Vested Performance Rights as determined by the Board: 0 Unvested Performance Rights subject to a Continuing Employment Condition: 0

Coventry Group Ltd – 2024 Notice of Annual General Meeting

10

	Performance Rights forfeited 205,508 In relation to Performance Period ended 30 June 2024 and as approved by shareholders: Performance Rights Granted: 252,771 Vested Performance Rights as determined by the Board: 0 Unvested Performance Rights subject to a Continuing Employment Condition: 0 Performance Rights forfeited 252,771
Summary of the material terms of the securities	The Board considers Performance Rights remains the most appropriate form of employee incentive plan, as it: • provides appropriate level of reward to eligible employees for achieving certain performance objectives; • better aligns Company’s remuneration structure with that of its market competitors in order to attract, motivate, retain and reward key Company executives; and • better aligns the interests of the Company’s executives and Directors with shareholders in the medium to long term. Each Performance Right entitles Mr Bulluss to acquire one fully paid ordinary share in the Company if the applicable performance hurdles are met, subject to Board discretion. The Performance Rights will be granted on the same terms as Performance Rights granted to other executives participating in the Plan for FY25.
Date of issue	Immediately following shareholder approval at the Annual General Meeting, but no later than 12 months after the date of the meeting.
Price at which the securities be issued	No consideration is payable at the time of grant of the Performance Rights issued to Mr Bulluss or for the issue or transfer of shares upon vesting of those Performance Rights.
Material terms of the scheme	The Performance Rights proposed to be issued to Mr Bulluss will be granted in accordance with the terms of the Plan. These include specific terms that relate to the treatment of those rights on cessation of employment, on a change of control in the Company and the adjustment of the terms in certain prescribed circumstances.
Performance Period	Financial year from 1 July 2024 to 30 June 2025 (FY25).
Performance Condition	100% of awards under the Plan are based on achieving an internal Group pre-AASB16 EBITDA target subject to Board Discretion.
Employment Condition	100% of the Performance Rights are subject to on-going employment obligations.
Vesting	Continuity of employment is a key element of the Performance Rights.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

11

	If the Performance Conditions have been met, the Performance Rights will vest in 3 separate vesting events over 3 years in equal lots. Any Performance Right that does not vest in accordance with the Plan will automatically lapse unless otherwise determined by the Board in its absolute discretion. Shares allocated to Mr Bulluss upon exercise of his Performance Rights will rank equally with other shares on issue. No dividends will be payable on the Performance Rights prior to vesting.
Material terms of any loan (if applicable)	No loans have been or will be made by the Company in connection with Performance Rights proposed to be granted to Mr Bulluss. No funds were or will be raised through the grant of Performance Rights to Mr Bulluss or on the conversion of those rights into shares.
A voting exclusion statement	Included in the Notice of Meeting.

Mr Bulluss is the only person referred to in Listing Rule 10.14 to participate in the Plan. Any additional people referred to in Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

Details of any securities issued under the Plan will be published in the Annual Report relating to the period in which the securities were issued along with a statement that approval for the issue was obtained under Listing Rule 10.14.

Resolution 4 – Financial Assistance

1. Introduction

• 1.1 This section of the Explanatory Memorandum relating to the proposed Resolution 4 (the Resolution ) contained in the accompanying Notice is given to shareholders of the Company for the purpose of section 260B(4) of the Corporations Act.

• 1.2 It contains all of the information known to the Company or the Directors of the Company that is material to deciding how to vote on the proposed resolution contained in the accompanying Notice. The proposed Resolution approves the giving of financial assistance by companies that are subsidiaries of the Company pursuant to section 260B(2) of the Corporations Act.

• 1.3 Certain terms and expressions used in this section of the Explanatory Memorandum are defined in paragraph 14 of this section.

2. The share acquisition

• 2.1 The Company has acquired the entire issued ordinary share capital of Steel Masters Auckland Limited ( Steel Masters ), pursuant to the SPA.

• 2.2 Each Target is a wholly owned subsidiary of Steel Masters. Steel Masters is a wholly owned subsidiary of the Company.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

12

3. Requirement for Shareholder approval

• 3.1 Under section 260A of the Corporations Act, a company may financially assist a person to acquire shares (or units of shares) in the company or a holding company of the company if the assistance is approved by the shareholders of the company pursuant to section 260B of the Corporations Act.

• 3.2 Approval of this financial assistance has or will be given by the shareholders of each Target. Additionally, under section 260B of the Corporations Act, if immediately after the acquisition, each Target has an Australian listed holding company, the financial assistance must also be approved by a special resolution of the shareholders of that listed holding company. Because the Company is the listed holding company of each Target, shareholders of the Company are asked to approve the financial assistance.

• 3.3 A company may be regarded as giving financial assistance if it gives something needed in order that a transaction be carried out or something in the nature of aid or help. Common examples of financial assistance include issuing a debenture, giving security over the company's assets and giving a guarantee or indemnity in respect of another person's liability.

4. Particulars of the financial assistance

• 4.1 As part of the arrangements to finance the Steel Masters Acquisition, the Company funded part of the purchase price for the acquisition by drawing down on the Company's debt facilities, which are provided pursuant to the Facility Agreement.

• 4.2 Under the terms of the Facility Agreement, the Company is required to ensure that each Target:

• (a) accedes to the Facility Agreement by entering into an accession letter to become an "Additional Guarantor" (as defined in the Facility Agreement);

• (b) gives an interlocking guarantee and indemnity (which is contained in the Facility Agreement) for the repayment of money that may become owing, and to secure (among other things) each other Obligor's obligations, under the Facility Agreement and any related document;

• (c) grants a general security deed over its assets to secure its obligations under the Facility Agreement; and

• (d) executes, or accedes to, any document ancillary to, or in connection with, the Facility Agreement and any guarantee, indemnity or security interest given in connection with, or ancillary to, the Facility Agreement and any related document.

• 4.3 The Company may also from time to time arrange refinancing and additional financing facilities (including working capital facilities) of an amount to be determined in the future. In order to secure and regulate the obligations of the Company and any applicable subsidiary or related entity of it in relation to new financing facilities, each Target may, from time to time:

• (a) execute, or accede to, a new facility agreement as an obligor:

  • (i) on substantially the same terms as the Facility Agreement; or

  • (ii) on terms approved by the Board or shareholders (or both) at the relevant time;

Coventry Group Ltd – 2024 Notice of Annual General Meeting

13

• (b) give one or more of a guarantee, indemnity or security interest over its assets (whether by way of mortgage, general security agreement (however described), specific security agreement (however described) or otherwise) to secure each obligor’s obligations under any new facility agreement and any related document; and

• (c) execute, or accede to, any document in connection with, or ancillary to, any new facility agreement or guarantee, indemnity or security interest given in connection with any new facility agreement and any related document.

• 4.4 Each Target's obligations under each Finance Document are significant. Those obligations include:

• (a) unconditionally and irrevocably guaranteeing the performance of the obligations (including payment obligations) of the Company and any applicable subsidiary or related entity of it under the Finance Documents from time to time;

• (b) indemnifying the Financier and other parties against any liability, loss or cost incurred by them under, or in connection with, the Finance Documents; and

• (c) giving security interests over its assets to secure its obligations and the obligations of the Company or any applicable subsidiary or related entity of it under the Finance Documents from time to time.

• 4.5 Entering into, and performing obligations under, the Finance Documents will constitute or involve each Target giving financial assistance in connection with the Steel Masters Acquisition for the purposes of section 260A of the Corporations Act and therefore requires the prior approval of shareholders under section 260B of the Corporations Act.

5. Approval of financial assistance

Under section 260B(2) of the Corporations Act, shareholder approval for financial assistance by each Target must be approved by special resolution passed at a general meeting of the Company. In accordance with the Corporations Act and the Company’s constitution, a special resolution must be passed by at least 75% of the total votes cast by shareholders entitled to vote on the resolution (whether in person or by proxy, attorney or representative).

6. Reasons for the financial assistance

• 6.1 The Company used funds made available under the Facility Agreement to finance part of the consideration payable for the Steel Masters Acquisition and to pay certain transactions costs and fees associated with the Steel Masters Acquisition.

• 6.2 The Financier's agreement to provide the finance made available to the Company under the Facility Agreement was conditional on the Company and each of its subsidiaries which have acceded to the Facility Agreement being bound by certain obligations included in the Facility Agreement, including the obligation to ensure that:

• (a) each Target assumes the obligations and gives the guarantee and indemnity and the security described in paragraph 4.2 above; and

• (b) the Company's shareholders approve the financial assistance to be given by each Target.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

14

• 6.3 Accordingly, the reason for the giving by each Target of the financial assistance described above is to enable the Company and its applicable subsidiaries to comply with their obligations under the Facility Agreement.

7.

Effects of the financial assistance

• 7.1 As the Company (and each of its subsidiaries which have acceded to the Facility Agreement) is already liable for the amounts payable under the Facility Agreement, the giving of the financial assistance described in this Explanatory Memorandum by each Target is unlikely to have any adverse effect on the Company.

• 7.2 The substantial effect of the financial assistance on each Target is that, following its accession under the Facility Agreement, it will have:

• (a) guaranteed all amounts payable under the Facility Agreement and related finance documents and granted a security interest over its assets; and

• (b) indemnified the Financier and other parties against any liability, loss or cost incurred by them under, or in connection with, the Facility Agreement and related finance documents.

The operations of each Target will also be restricted by the representations and undertakings given by it when it accedes to the Facility Agreement. However, the Company is already required to procure that each Target comply with most of these undertakings and the Company is required to provide such representations, even though each Target has not yet acceded to the Facility Agreement.

• 7.3 The Directors of the Company do not currently have any reason to believe that it or any of its subsidiaries which have acceded to the Facility Agreement are likely to default in their obligations under the Finance Documents.

• 7.4 However, if the Company or any applicable subsidiary defaults under the Finance Documents, the Financier may decide to take enforcement action such as making a demand under the Finance Documents (including by a call on the guarantee and indemnity given by each Target). Accordingly, each Target will be liable for the default of the Company or any applicable subsidiary under the Finance Documents, with the result that all of the assets of each Target will be available to satisfy the claims of the Financier. On enforcement, among other rights, the Financier may become entitled to procure the sale of the assets of each Target or to cause the winding up of each Target. The sale of assets on enforcement or winding up may yield a return to each Target (and ultimately its shareholders) significantly lower than could have been achieved by each Target had those assets been otherwise sold and may therefore have an adverse effect on the financial position of each Target and its ability to pay creditors.

8. Advantages of approving the Resolution

• 8.1

• The advantages to the Company of its shareholders approving the Resolution is that:

• (a) each Target will be able to accede to the Facility Agreement and so allow the Company to meet its obligations under the Facility Agreement described in paragraph 4.2 above and avoid the occurrence of an event of default. If an event of default occurs, the Financier may require immediate repayment of the amounts due under the Facility Agreement and related finance documents. The Directors of the Company believe that the utilisation of the facilities under the Facility Agreement was the most efficient form of financing available to partially fund the Steel Masters Acquisition; and

Coventry Group Ltd – 2024 Notice of Annual General Meeting

15

• (b) the Company will be able to benefit from synergies, cost savings and greater growth potential through the integration of each Target.

• 8.2 The Directors of the Company believe that the principal advantage to each Target of their respective shareholders approving the Resolution is that it enables the Company to comply with its obligations under the Finance Documents and avoids a default occurring under the Facility Agreement. Any default under the Facility Agreement would have a potentially destabilizing effect on the Company, which could in turn adversely affect the Company. In addition, the continuation of the Facility Agreement benefits the Company and the Targets because the Facility Agreement will provide funds for the working capital and general corporate purposes of the Company and the Group.

9.

Disadvantages of approving the Resolution

• 9.1 As the Company (and each of its subsidiaries which have acceded to the Facilities Agreement) is already liable for the amounts payable under the Facilities Agreement and related finance documents, the Directors of the Company do not believe there are any disadvantages to the Company of its shareholders approving the Resolution.

• 9.2 Nevertheless, the disadvantages to each Target's shareholders approving the Resolution may include the following:

• (a) each Target will become liable for the amounts payable under the Facility Agreement and related finance documents;

• (b) the operations of each Target will be restricted by the representations and undertakings given by them by acceding to the Facility Agreement. However, the Company is already required to procure that each Target complies with most of these undertakings and the Company is required to provide such representations, even though each Target has not yet acceded to the Facility Agreement;

• (c) although the Directors consider this unlikely, the Company or any subsidiary may default under the Facility Agreement. Following an event of default, the Financier may make a demand under the guarantees provided by each Target including, among others, requiring immediate repayment of the amounts due under the Finance Documents, which may result (among other things) in the Financier enforcing its rights to sell assets of each Target to satisfy their claims or the winding up of each Target; and

• (d) the giving of the financial assistance may impact each Target's ability to borrow money in the future. This is because a lender may be deterred by the existence of the Finance Documents from making finance facilities available to each Target. However, the Company is already required under the Facility Agreement to procure that each Target does not borrow money other than in a manner permitted by the Facility Agreement.

10. Approval and Recommendation

The Directors of the Company have unanimously approved this Explanatory Memorandum and the Notice and recommend that the shareholders of the Company vote in favour of the Resolution to approve the giving of financial assistance as they believe that approval of the Resolution is in the best interests of the Company.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

16

11. Notice to ASIC

Copies of the notice to shareholders of the proposed resolution and this Explanatory Memorandum were lodged with the Australian Securities and Investments Commission before being sent to the shareholders, in accordance with section 260B(5) of the Corporations Act.

12. Disclosure of information

The Directors of the Company consider that the Notice and this Explanatory Memorandum contains all material information known to the Company that could reasonably be required by the shareholders of the Company in deciding how to vote on the proposed resolution, other than information that it would be unreasonable to require the Company to disclose because the Company has previously disclosed the information to its shareholders.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

17

GLOSSARY

In the Notice and Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

Annual General	The Annual General Meeting of Shareholders of the Company
Meetingor	or any adjournment therefor convened in accordance with the
Meeting	Notice.
Associate	Has the meaning given in sections 12 and 16 of the
	Corporations Act. Section 12 is to be applied as if paragraph
	12(1)(a) included a reference to the Listing Rules and on the
	basis that the Company is a “designated body” for the purposes
	of that section. A related party of a Director or officer of the
	Company is to be taken to be an associate of the Director or
	officer unless the contrary is established.
ASX	ASX Limited (ACN 008 624 691).
Board	Board of Directors of the Company.
Chairman	The Chair of the Meeting.
Company	Coventry Group Ltd (ACN 008 670 102).
Corporations Act	Corporations Act 2001(Cth).
Director	A Director of the Company from time to time.
Explanatory	The Explanatory Statement, which accompany and form part
Statement	of the Notice of Meeting.
Listing Rules	The listing rules of ASX, as amended from time to time.
NoticeorNotice of	The notice of Annual General Meeting, which accompanies
Annual General	the Explanatory Statement.
Meeting
Proxy Form	The proxy form accompanying the Notice.
Related Party	Has the meaning given in section 228 of the Corporations Act
	and in respect of a public company, it includes the directors of
	the public company, Directors of an entity that controls the
	public company, the spouses of these Directors and the
	relatives (parents and children) of these Directors or their
	spouses.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

18

Resolution	A resolution set out in the Notice.
Share	A fully paid ordinary share in the Company.
Shareholder	A registered holder of a Share.
Facility Agreement	the agreement titled Facility Agreement between, among others,
	National Australia Bank Limited and Coventry Group Limited
	dated 30 March 2021, as varied from time to time, most recently
	by a deed of variation dated 2 July 2024.
Finance Documents	the Facility Agreement and each document referred to in or
	contemplated by paragraph 4.2, paragraph 4.3 and paragraph
	4.4.
Financier	National Australia Bank Limited ABN 12 004 044 937.
SPA	the share sale and purchase agreement between Ferrous
	Holdings Limited, Gawthorpe Trustee Limited as trustee of the
	Gawthorpe Trust and Coventry Group Limited dated in or around
	April 2024.
Steel Masters	Steel Masters Auckland Limited (New Zealand company number
	87821).
Steel Masters Acquisition	the acquisition of the issued shares in Steel Masters pursuant to
	the SPA.
Target	means each of the following companies:
	• Boltmasters Pty Limited ACN 010 667 400; and
	• Profast Pty Limited ACN 094 933 052.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

19

SHAREHOLDER QUESTIONS

The Board of Coventry Group Ltd (the "Company") welcomes questions regarding the Company, the 2024 Annual Report or any matter relating to the Notice.

Shareholders may also ask the Company's external auditor, KPMG, relevant questions (refer to the Note below). Appropriate questions will be forwarded to KPMG for response.

If you wish to have a question answered at the Annual General Meeting, please complete this form and return it by 5:00pm (Melbourne time) on Wednesday, 23 October 2024 and email to m.licciardo@acclime.com

We will endeavour to address as many as possible of the more frequently raised matters during the course of the Annual General Meeting. If time does not permit us to address all raised issues at the meeting, we will respond, if appropriate, to you directly.

Shareholder Name

(Please print)

Address

Daytime phone no.

Question(s)

Section A- The Company

Section B - KPMG

Signature

_________

Date _______

Questions to KPMG must relate to the:

• (a) conduct of the audit;

• (b) preparation and content of the auditor's report;

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

• (d) independence of the auditor, in relation to the conduct of the audit.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

20

Schedule 1:

Executive and Director Incentive Plan

A summary of the terms of the Plan is set out below:

(a) ( Eligible Participant ): Eligible Participant means a person that:

• (i) is a director of a Group Company who is declared by the Board, and approved by Shareholders by ordinary resolution, to be eligible to receive a grant of Performance Rights under the Plan; or

• (ii) is an employee of a Group Company who is declared by the Board to be eligible to receive a grant of Performance Rights under the Plan.

• (b) ( Purpose ): The Plan is:

• (i) an integral part of the Company’s overall approach to competitive performance-based remuneration;

• (ii) designed to develop a clear line of sight between business objectives and reward; and

• (iii) an executive and director incentive aimed at creating a stronger link between executive and director performance and reward and increasing shareholder value by enabling Eligible Participants to have a greater involvement with, and share in the future growth and profitability of, the Company.

• (c) ( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion except to the extent that it prevents the Company relying on the deferred tax concessions under Subdivision B3A-C of the Income Tax Assessment Act 1997 (Cth). The Board may delegate its powers and discretion.

• (d) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Performance Rights on such terms and conditions as the Board decides.

On receipt of an invitation, an Eligible Participant may apply for the Performance Rights the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

• (e) ( Grant of Performance Rights ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Performance Rights, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

• (f) ( Terms of Performance Rights ): Each Performance Right represents a right to acquire one Share, subject to the terms and conditions of the Plan.

Prior to a Performance Right vesting a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Performance Right by virtue of holding the Performance Right. Unless with the prior consent of the Board, a Participant may not sell,

Coventry Group Ltd – 2024 Notice of Annual General Meeting

21

assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a Derivative with reference to, or otherwise deal with a Performance Right that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Performance Right that has been granted to them.

• (g) ( Vesting of Performance Rights ): Any vesting conditions applicable to the grant of Performance Rights will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Performance Rights have vested. Unless and until the vesting notice is issued by the Company, the Performance Rights will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Performance Right are not satisfied and/or otherwise waived by the Board, that Performance Right will lapse.

• (h) ( Allocation of Shares on vesting of Performance Rights ): On vesting of a Performance Right, the Company must issue to or procure the transfer to the Participant (or his or her personal representative) of the number of Shares in respect of which Performance Rights have vested. The number of Shares in respect of which a Performance Right vests will be determined by the Board and notified to a Participant at the Time of Grant.

The Company must issue or procure the transfer of Shares to the Participant pursuant to the Plan within the time period during which Directors and executives may deal in the Company’s securities, as determined by the Company’s Share Trading Policy.

The Company will apply for quotation of Shares issued under the Plan within the period required by ASX.

• (i) ( Forfeiture of Performance Rights ): Where a Participant who holds Performance Rights ceases to be an Eligible Participant or becomes insolvent, all unvested Performance Rights will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Performance Rights to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, acted negligently, acted in contravention of a Company policy or wilfully breached his or her duties to the Company, the Board will deem all unvested Performance Rights held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (i) any Performance Rights which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (ii) any Performance Rights which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

• (j) ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Performance Rights will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

• (k) ( Rights attaching to Plan Shares ): All Shares issued under the Plan upon vesting of a Performance Right will rank equally in all respects with other Shares for the time being on issue except that as regards any rights attaching to such Shares by reference to a record date prior to the date of their allotment.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

22

• (l) ( Disposal restrictions on Plan Shares ): If the invitation provides that any Shares allocated on vesting of Performance Rights are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Share; or

• (ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(m) ( Adjustment of Performance Rights ): If:

• (i) Shares are issued pro rata to the Company’s shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment) involving capitalisation of reserves or distributable profits; or

• (ii) any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company is effected,

the number of Performance Rights to which each Participant is entitled will be adjusted in the manner determined by the Board to ensure that no advantage or disadvantage accrues to the Participant as a result of such corporate actions.

If Shares are offered pro rata for subscription by the Company’s shareholders generally by way of a rights issue during the currency of and prior to the vesting of any Performance Rights the Board may, in its discretion, adjust the number of Performance Rights (or Shares subject to either) to take account of the rights issue.

• (n) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Performance Rights and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Performance Rights without the vesting of the Performance Rights.

• (o) ( Compliance with Applicable Laws ): Notwithstanding the Plan rules or any terms of a Performance Right, no Performance Right may be offered, granted, vested or exercised, and no Share may be issued or transferred, if to do so would contravene any applicable laws.

• (p) ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

• (q) ( Plan duration ): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

23

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

Coventry Group Ltd – 2024 Notice of Annual General Meeting

24

==> picture [19 x 18] intentionally omitted <==

==> picture [19 x 26] intentionally omitted <==

==> picture [9 x 8] intentionally omitted <==

==> picture [25 x 8] intentionally omitted <==

Need assistance?

Phone:

1300 763 414 (within Australia) +61 3 9415 4856 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (Melbourne Time) on Wednesday, 23 October 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 134142

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2500 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

312078_0_COSMOS_Sample_Proxy/000001/000001/i

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Coventry Group Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Coventry Group Ltd to be held at KPMG, Level 36, Room 15 - Kulin Room, Tower Two, 727 Collins Street, MELBOURNE VIC 3000 and virtually on Friday, 25 October 2024 at 9:00am (Melbourne Time) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 2 and 3 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 2 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 2 and 3 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution	1	Re-election of Director – Mr Neil Cathie
Resolution	2	Adoption of Remuneration Report
Resolution	3	Grant of Performance Rights to Mr Robert Bulluss
Resolution	4	Financial Assistance

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

==> picture [535 x 97] intentionally omitted <==

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

Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

CYG