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CUSCAL LIMITED AGM Information 2025

Sep 22, 2025

64619_rns_2025-09-22_f7d30c35-857d-4e40-bddf-b837021122ee.pdf

AGM Information

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ASX ANNOUNCEMENT

23 September 2025

Cuscal Limited Notice of Annual General Meeting 2025

Cuscal Limited (ASX: CCL) ( Cuscal ) advises that its 2025 Notice of Annual General Meeting together with Voting/Proxy Form, Q&A Form and Online Meeting Guide is enclosed.

ENDS

Secretary.

For all enquiries:

Email [email protected] Ryan Thompson at Sodali & Co Mobile +61423 151 378 Phone +612 9066 4044

About Cuscal Limited (ABN 95 087 822 455; AFSL 244116)

Cuscal is an authorised deposit taking institution (ADI), with the licences, connectivity and processing capability to support all payment types and regulated data services. The combination of these capabilities and credentials within a single organisation in Australia is limited to the four major Australian banks and Cuscal. Cuscal powers seamless and secure connections for its clients and their customers. Having originally been formed in 1966 to service Australia’s mutual banking organisations, Cuscal’s business has focused on innovation and investment to expand its capabilities to be a leading player in Australian payments.

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Level 11, Tower 1 Darling Park 201 Sussex St Sydney NSW 2000

PO Box Q279 Tel: (02) 8299 9000 Queen Victoria Building NSW 1230

www.cuscal.com

2025 Notice of Annual General Meeting

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Cuscal Limited

ACN 087 822 455 Level 11, Darling Park Tower 1 201 Sussex Street Sydney NSW 2000

T: +61 421 822 226

E: [email protected]

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Chairman’s Letter

Dear Fellow Shareholders

On behalf of the Board, I am pleased to invite you to attend the 2025 Annual General Meeting ( AGM ) of Cuscal Limited ( Cuscal or the Company ) which will be held at GPT Space & Co - Darling Park Hall - Ground Floor, Darling Park Tower 1, 201 Sussex Street, Sydney NSW 2000 and virtually on Thursday, 30 October 2025 at 4:00pm (Sydney time) .

We will be holding a hybrid meeting so you can attend, vote, and ask questions in person at GPT Space & Co - Darling Park Hall in Sydney, or virtually through the online portal. Details on how to attend and participate, and the resolutions being put to shareholders are set out in the enclosed Notice of Meeting.

You will be able to vote online during the meeting or in person. If you are unable to attend the AGM, I encourage you to lodge your vote in advance using the Voting/Proxy Form or online at Cuscal’s registry website: https://au.investorcentre.mpms.mufg.com. Alternatively, you can appoint a proxy to vote on your behalf. To be valid, votes in advance of the AGM and proxy appointments must be received by 4:00pm on Tuesday, 28 October 2025 (Sydney time).

Shareholders are encouraged to submit questions on any shareholder matters that may be relevant to the AGM in advance of the AGM online at Cuscal’s registry website: https://au.investorcentre.mpms.mufg.com by 4:00pm on Tuesday, 28 October 2025 (Sydney time) .

At the meeting, our Managing Director, Craig Kennedy, and I will provide a brief update on the performance of the Company over the last year. We will then proceed to the formal items of business.

For a detailed overview of the Company’s performance and operations for the year ended 30 June 2025, please refer to the 2025 Annual Report. The 2025 Annual Report is available on our website at: https://www.cuscal.com/annual-reports/.

Finally, as part of our commitment to environmental sustainability, we encourage you to elect to receive shareholder communications by email. You can do this online at Cuscal’s registry website: https://au.investorcentre.mpms.mufg.com.

On behalf of the Board, we look forward to meeting as many of you as possible.

If you can attend in person, we invite you to join us for light refreshments after the AGM.

Regards

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Elizabeth Proust, AO Chairman Cuscal Limited

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Notice of Annual General Meeting

The Annual General Meeting ( AGM ) of Cuscal Limited ACN 087 822 455 ( Cuscal or the Company ) will be held:

Date: Thursday, 30 October 2025

Time: 4:00pm (Sydney time) with registration commencing at 3:30pm (Sydney time)

Place: GPT Space & Co - Darling Park Hall - Ground Floor, Darling Park Tower 1, 201 Sussex Street, Sydney and virtually via the online AGM platform at: https://meetings.openbriefing.com/CCL2025.

Items of Business

Item 1. Financial Reports

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

Item 2. Adoption of Remuneration Report

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

“That the Remuneration Report for the Company as set out in the Directors’ Report for the year ended 30 June 2025 be adopted.”

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

Item 3. Re-election of Trudy Vonhoff as a Director

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

“That Ms Trudy Vonhoff being eligible, offers herself for re-election and is hereby re-elected as a Director of the Company for a 3 year term commencing at the end of the 2025 AGM.”

Item 4. Approval of Cuscal Limited Long Term Incentive Plan

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

“That, for the purpose of Exception 13 of ASX Listing Rule 7.2, section 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, the Cuscal Limited Long Term Incentive Plan ( LTI Plan ) and future issues of securities under the LTI Plan, as described in the Explanatory Memorandum, be approved.”

This resolution is subject to voting exclusions as set out in the Voting Exclusion Statement of this Notice of Meeting.

Item 5. Approval of the grant of performance rights to Mr Craig Kennedy under the Cuscal Limited Long Term Incentive Plan in respect of FY26 Long Term Incentive

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

“That, for the purpose of ASX Listing Rule 10.14, and for all other purposes, approval be given for:

  • a) The issue to Mr Craig Kennedy, Managing Director, of 329,831 performance rights under the Cuscal Limited LTI Plan in respect of Mr Kennedy’s FY26 Long Term Incentive on the terms described in the Explanatory Memorandum; and

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b) The transfer or allocation of securities to Mr Kennedy upon vesting of the performance rights.”

This resolution is subject to voting exclusions as set out in the Voting Exclusion Statement of this Notice of Meeting.

Item 6. Increase in Non-Executive Directors’ fee pool

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

“That, for the purpose of Rule 6.3 of Cuscal Limited’s Constitution and ASX Listing Rule 10.17, the maximum aggregate annual remuneration that may be paid by the Company as remuneration for the services of the Company’s Non-Executive Directors in any financial year commencing on or after 1 July 2025 be increased by $500,000, from $1,000,000 to $1,500,000.”

CHAIRMAN’S VOTING INTENTION

The Chairman of the meeting intends to vote undirected proxies in favour of all the resolutions proposed.

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Participating in the Annual General Meeting

Attending in person

The AGM will be held at GPT Space & Co - Darling Park Hall - Ground Floor, Darling Park Tower 1, 201 Sussex Street, Sydney NSW 2000.

Accessing the online platform

The AGM will be webcast for participation by shareholders and proxyholders via the online platform at https://meetings.openbriefing.com/CCL2025.

To participate, you will need a computer or mobile/tablet device with internet access. We recommend logging in to our online platform at least 15 minutes prior to the scheduled start time for the AGM using the instructions below to check that it works on your device.

Enter https://meetings.openbriefing.com/CCL2025 into a web browser on your computer or device. To be verified as a shareholder or proxyholder who is eligible to vote and participate in the meeting:

  • Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) printed at the top of the Voting Form; and

  • Proxy holders will need their proxy code which MUFG Corporate Markets ( MUFG ) will provide via email no later than 24 hours prior to the Meeting.

More information about how to use the AGM platform, including how to vote and ask questions during the meeting is available in the Online Guide, which has been lodged with the ASX and is available on our website at: https://www.cuscal.com/investors/.

Shareholders who are entitled to vote

You are eligible to attend and vote at the AGM, if you are registered as a shareholder as at 7:00pm (Sydney time) on Tuesday, 28 October 2025.

How to vote

Each resolution considered at the AGM will be conducted by a poll, rather than a show of hands. Shareholders may vote by:

  • Using the online platform during the meeting;

  • Appointing a proxy; or

  • Lodging a direct vote before the meeting.

Online voting

A shareholder who wishes to vote online during the meeting will need to log onto the platform, using the instructions set out above. Online voting will be open between 3:30 pm (Sydney time) on Thursday, 30 October 2025 and the time at which the Chairman announces voting closure.

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Voting by proxy

A shareholder entitled to attend and vote is entitled to appoint not more than two proxies, by completing the ‘Appoint a Proxy’ section in the enclosed Voting Form. Each proxy will have the right to vote on a poll and to speak at the AGM. The proxy can be either an individual or a body corporate. A proxy need not be a shareholder.

Where two proxies are appointed by a shareholder, the appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. If the appointment does not specify the proportion or number of the shareholder’s votes which each proxy may exercise, the votes will be divided equally among the proxies.

If a proxy is not directed how to vote on an item, the proxy may generally vote, or abstain from voting, as they think fit. Proxy appointments in favour of the Chairman that do not contain a direction on how to vote will be used, where possible, to support each of the Resolutions.

Direct voting before the meeting

If a shareholder is unable to participate in the AGM, they are entitled to vote their shares directly before the meeting, by completing and returning the ‘Direct Voting’ section of the enclosed Voting Form. They will then not need to appoint a proxy. The shareholder must mark either the ‘for’, ‘against’ or ‘abstain’ box for each item on the Voting Form. If a shareholder does not give a direction on all the items, or if they complete sections of the Voting Form for both the appointment of a proxy and a direct vote, the Voting Form will be treated as the appointment of the Chairman as proxy for the shareholder.

Submitting a Voting Form

The Voting Form must be signed by the shareholder or the shareholder’s attorney and accompanied by an original or certified copy of any Power of Attorney under which it is signed. Voting Forms given by corporations must be executed in accordance with the Corporations Act 2001 (Cth) ( Corporations Act ).

Please lodge the Voting Form online at https://au.investorcentre.mpms.mufg.com in accordance with the instructions provided on the website or send the hard copy Voting Form via post (in the reply-paid envelope provided) or by fax to MUFG on +61 2 9287 0309.

Voting Forms must be received by 4:00pm on Tuesday, 28 October 2025 (Sydney time) .

Submitting questions in advance

Shareholders are encouraged to submit questions on any shareholder matters that may be relevant to the AGM in advance online at Cuscal’s registry website https://au.investorcentre.mpms.mufg.com by 4:00pm on Tuesday, 28 October 2025 (Sydney time). The Company will endeavour to address the more frequently asked questions during the presentations to the meeting.

Submitting questions during the meeting

Shareholders and proxy holders will be given an opportunity to ask questions through the virtual platform.

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Voting Exclusions

Item 1. Financial Reports

There is no requirement for shareholders to approve these reports. Accordingly, there is no vote on Item 1.

Item 2. Adoption of Remuneration Report

The Company will disregard any votes cast on the resolution by or on behalf of:

  • Any member of the key management personnel whose remuneration details are included in the Remuneration Report for the year ended 30 June 2025 ( KMP ), and that KMP’s closely related parties; or

  • A proxy for a person who is a member of the KPM or their closely related parties.

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

  • A proxy for a person entitled to vote in accordance with the directions on the Voting Form; or

  • The Chairman of the meeting as proxy for a person entitled to vote in accordance with an express authority in a Voting Form to vote undirected proxies as the Chairman decides even though Item 2 is connected with the remuneration of the Company’s KMP.

Item 4. Approval of Cuscal Limited Long Term Incentive Plan

The Company will disregard any votes cast on the resolution by or on behalf of:

  • A person who is eligible to participate in the Long Term Incentive Plan ( LTI Plan ); or

  • An associate of that person or those persons.

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

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

  • The Chairman 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 Chairman to vote on the resolution as the Chairman 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, and is not an associate of a person excluded from voting, on the resolution; and

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

Item 5. Approval of the grant of performance rights to Mr Craig Kennedy under the Cuscal Limited Long Term Incentive Plan in respect of FY26 Long Term Incentive

The Company will disregard any votes cast on the resolution by or on behalf of:

  • Mr Craig Kennedy ( Managing Director ) who is eligible to participate in the LTI Plan; or

  • An associate of Mr Kennedy.

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

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

  • The Chairman 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 Chairman to vote on the resolution as the Chairman decides; or

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  • 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, and is not an associate of a person excluded from voting, on the resolution; and

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

Item 6. Increase in Non-Executive Directors’ fee pool

The Company will disregard any votes cast on the resolution by or on behalf of:

  • A Director of the Company; or

  • An associate of that person or those persons.

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

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

  • The Chairman 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 Chairman to vote on the resolution as the Chairman 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, and is not an associate of a person excluded from voting, on the resolution; and

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

For the purposes of the above voting exclusions:

  • Key Management Personnel or KMP has the meaning given to key management personnel in the Corporations Act and the Accounting Standards;

  • Closely related party has the meaning given in the Corporations Act; and

  • Associate has the meaning given in the ASX Listing Rules.

Each of ‘closely related party’ and ‘associate’ include a spouse and certain close family members, as well as any related companies controlled by the KMP.

By Order of the Board

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Freya Smith

Chief Legal and People Officer and Company Secretary Cuscal Limited

Dated: 23 September 2025

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Explanatory Memorandum

This Explanatory Memorandum forms part of the Notice of Meeting and is intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions. The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Item 1. Financial Reports

In accordance with the Corporations Act 2001 (Cth) the Company’s Financial Report, Directors’ Report and Independent Auditor’s Report (together, the Reports ) for the year ended 30 June 2025 will be presented at the AGM.

The Reports are in the Company’s Annual Report for the year ended 30 June 2025 ( FY25 Annual Report ) which can be accessed on the Company’s website at https://www.cuscal.com/annual-reports/.

This item does not require a formal resolution and accordingly, no vote will be held on this item of business. Shareholders will have a reasonable opportunity to ask questions about, or make comments on, the FY25 Annual Report and the management of the Company at the AGM. The Chairman will also allow a reasonable opportunity for shareholders to ask questions to the external auditor relevant to the conduct of the audit, the preparation and content of the Independent Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the FY25 Annual Report and the independence of the external auditor.

In addition to the opportunity to ask questions at the AGM, written questions to the external auditor about the content of the Auditor’s Report and the conduct of the audit of the FY25 Annual Report may be submitted using any of the methods set out in the ‘Participating in the Annual General Meeting’ section above. The questions will be passed on to the external auditor. In addition, a reasonable opportunity will be allowed at the AGM for the external auditor or its representative to answer the questions that have been submitted.

Item 2. Adoption of the Remuneration Report

In accordance with section 250R(2) of the Corporations Act 2001 (Cth), the Board is presenting the Company’s Remuneration Report to shareholders for consideration and adoption by a non-binding vote.

The Remuneration Report was published in the FY25 Annual Report and has been submitted to shareholders for consideration and adoption. A copy is available at: https://www.cuscal.com/annual-reports/.

The Remuneration Report:

  • Explains the Board’s policies in relation to the objectives and structure of the Company’s remuneration arrangements;

  • Discusses the relationship between the remuneration outcomes and the returns to shareholders;

  • Provides details of performance conditions, why they were chosen and how performance is measured against them;

  • Describes the governance framework of the Company’s remuneration arrangements; and

  • Sets out the remuneration arrangements for each of the KMP.

Under the Corporations Act 2001 (Cth), the vote on this resolution is advisory only and does not bind the Company or its Directors. However, the Board will take the outcome of the vote into account when reviewing the remuneration practices and policies of the Company.

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In the interests of corporate governance, the Directors abstain from making a recommendation in relation to this resolution. The Chairman of the AGM intends to vote all available and undirected proxies in favour of this resolution.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM before shareholders are asked to vote to adopt the Remuneration Report.

Items 3. Re-election of Trudy Vonhoff as a Director

The Board at the date of this Notice of Meeting is comprised of six Non-Executive Directors and one Executive Director (being the Managing Director).

The Board seeks to have an appropriate mix of skills, experience, expertise and diversity to enable it to discharge its responsibilities and enhance the operation of the Company’s business and its future strategy. The Board regularly reviews its composition, including the skills matrix to ensure it continues to reflect the necessary and desirable competencies of Directors. Board succession planning and the selection of new Directors is guided by the Board skills matrix, taking into consideration the current Directors’ mix of skills, knowledge and experience.

All Directors have extensive business experience in their chosen fields of endeavour, and in business generally and these skills are relevant to the business conducted by the Company.

There is one resolution proposed for the re-election of a Director to the Board.

There were no nominations received from shareholders for the 2025 annual elections.

Pursuant to Rule 6.1(i)(B) of the Company’s Constitution, a Director who is not the Managing Director may not hold office without re-election beyond the third AGM following the meeting of shareholders at which the Director was last elected or re-elected.

Ms Trudy Vonhoff, being eligible for re-election pursuant to Rule 6.1(i)(B) of the Company’s Constitution, offers herself for re-election.

Trudy Vonhoff

Trudy Vonhoff was appointed to the Cuscal Board on 10 April 2019.

She is the Chairman of the Board Risk Committee and a member of the Board Audit Committee and the Board Remuneration and Nominations Committee.

She is an experienced Non-Executive Director and previously served as a director on the boards of Ruralco Holdings Ltd, AMP Bank Limited, Cabcharge Australia Limited; and Tennis NSW. Trudy also held senior executive positions with Westpac Banking Corporation and AMP Bank Limited.

Trudy brings to the Board strong financial, risk management and governance skills, together with deep experience in financial services.

Trudy holds a Bachelor of Business, a Master of Business Administration and is a Fellow of the Australian Institute of Company Directors and a Senior Fellow of FINSIA.

Other board roles currently held by Trudy include:

  • Credit Corp Group Limited (ASX: CCP) (Director and Chair of the Nomination Committee);

  • IRESS Limited (ASX: IRE) (Director and Chair of the Audit and Risk Committee);

  • Australian Cane Farms Limited (Director); and

  • Tennis Australia (Independent Member of the Nominations Committee).

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Recommendation : The Board (Ms Vonhoff abstaining) unanimously recommends that shareholders vote in favour of this resolution.

Item 4. Approval of Cuscal Limited Long Term Incentive Plan

The Board is seeking shareholder approval for the Company’s Long Term Incentive Plan ( LTI Plan ) which enables the Company to reward and incentivise the Executive Leadership Team and other employees that may be invited to participate in the LTI Plan from time to time. The LTI Plan drives focus on making decisions and implementing strategies that generate long-term shareholder value. Performance measures promote sustainable financial returns and positive shareholder outcomes.

Item 4 is being put to shareholders for the purposes of Exception 13(b) of ASX Listing Rule 7.2. ASX Listing Rule 7.1 restricts the number of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Exception 13(b) of ASX Listing Rule 7.2 is an exception to the rule and applies to an issue under an employee incentive scheme if, within three years before the date of the securities being issued, shareholders have approved the scheme.

If this resolution is approved by shareholders, issues under the LTI Plan over the three year period will not be included in the calculation of the Company’s 15% annual placement capacity.

If this resolution is not approved by shareholders, any securities issued pursuant to the LTI Plan will be included in the Company’s 15% annual placement capacity.

The Directors consider it desirable to maximise the flexibility available to the Company through Exception 13(b) so that the Company may access capital under ASX Listing Rule 7.1 through subsequent equity security issues as required.

The Board is also seeking shareholder approval of the LTI Plan in order that it may obtain the benefit of the exemption in section 260C(4) of the Corporations Act 2001 (Cth) for financial assistance provided under an employee equity scheme approved by shareholders.

In accordance with Exception 13(b) of ASX Listing Rule 7.2, the Company provides the following information:

  • A summary of the terms of the LTI Plan is set out in Annexure A ;

  • Since the Company’s listing, 1,637,684 performance rights and share rights have been issued under Exception 13(a) of ASX Listing Rule 7.2; and

  • The maximum number of equity securities that the Company proposes to issue under the LTI Plan over the three year period is 5,000,000, being approximately 0.026% of the number of ordinary securities the Company has on issue as at the date of this Notice of Meeting, excluding issues of equity securities approved by shareholders under ASX Listing Rules 10.11 or 10.14. The maximum number is not intended to be a prediction of the actual number of equity securities to be issued under the LTI Plan, simply a ceiling for the purposes of Exception 13(b) of ASX Listing Rule 7.2.

Recommendation: The Board unanimously recommends that shareholders vote in favour of this resolution.

Item 5. Approval of the grant of performance rights to Mr Craig Kennedy under the Cuscal Limited Long Term Incentive Plan in respect of his FY26 Long Term Incentive

The Board is seeking shareholder approval under ASX Listing Rule 10.14 for the proposed issue of performance rights to Mr Kennedy under the Long Term Incentive Plan ( LTI Plan ) in respect of Mr Kennedy’s FY26 Long Term Incentive ( LTI ).

ASX Listing Rule 10.14 requires a listed entity to obtain shareholder approval before it issues any equity securities under an employee incentive scheme to specified persons, including a Director of the Company.

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Once shareholder approval is obtained under ASX Listing Rule 10.14, the Company is entitled to rely on Exception 8 of ASX Listing Rule 10.12 as an exception to any requirement that may otherwise apply requiring shareholder approval under ASX Listing Rule 10.11. Similarly, shareholder approval will not be required under ASX Listing Rule 7.1, as ASX Listing Rule 7.2 (Exception 14) applies.

In accordance with section 208 of the Corporations Act 2001 (Cth), to give a financial benefit to a related party, the Company must obtain shareholder approval, unless the giving of the financial benefit falls within an exception to sections 210 to 216 of the Corporations Act 2001 (Cth).

Mr Kennedy is a related party of the Company for the purposes of section 208 of the Corporations Act 2001 (Cth) as a Director of the Company. The issue of performance rights to Mr Kennedy constitutes the giving of a financial benefit for the purposes of section 208 of the Corporations Act 2001 (Cth). Section 211 of the Corporations Act 2001 (Cth) provides an exception to the requirement to obtain shareholder approval for giving a financial benefit if the benefit is remuneration of a related party as an officer (including a Director) of the Company; and to give the remuneration would be reasonable given the circumstances.

The Board (excluding Mr Kennedy) considers that the proposed issue of performance rights to Mr Kennedy is reasonable in all the circumstances given his role as Managing Director of the Company and that the exception in section 211 of the Corporations Act 2001 (Cth) applies. Accordingly, the Board (excluding Mr Kennedy) considers that shareholder approval under section 208 of the Corporations Act 2001 (Cth) is not required for the issue of performance rights to Mr Kennedy.

If this resolution is approved by shareholders the Company will issue the proposed performance rights to Mr Kennedy.

If this resolution is not approved by shareholders, the Board may exercise its discretion to pay cash to Mr Kennedy at the end of four years in lieu of the performance rights, subject to the performance conditions described below.

Managing Director Remuneration for FY26

For FY26 Mr Kennedy will have a target short-term incentive ( STI ) opportunity of 50% of Total Fixed Remuneration ( TFR ) and a maximum STI opportunity of 75% of TFR and an LTI (face value allocation) of 80% of TFR. This appropriately balances the mix of short-term and long-term incentives and aligns the interests of the Managing Director with shareholders.

Mr Kennedy’s total remuneration for FY26 is comprised of the following:

  1. TFR of $1,217,823; and

  2. Variable remuneration comprising:

  3. a) STI with a target opportunity of 50% of TFR and a maximum opportunity of 75% of TFR; and

  4. b) An LTI (face value allocation) of 80% of TFR.

The Board is not seeking shareholder approval of Mr Kennedy’s FY26 remuneration but rather the FY26 LTI award.

Consistent with Cuscal’s Remuneration Framework, the purpose of the LTI award is to drive the focus of the Managing Director to make decisions and implement strategies that generate long-term shareholder value and promote sustainable financial returns, and positive shareholder outcomes.

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Proposed FY26 LTI grant to Mr Kennedy

Mr Kennedy’s FY26 LTI is to be granted in the form of performance rights issued under the LTI Plan.

For FY26, Mr Kennedy’s LTI grant value is $974,258, equating to 329,831 performance rights, each valued at $2.95 (rounded to the nearest whole cent) by the Company using the method described under ‘Issue Price’ in the table below.

For FY26, the proposed LTI grant includes a specific one-off performance tranche linked to the successful delivery of synergies from the announced acquisition of Indue Limited ( Indue Acquisition ). This tranche is designed to reinforce accountability for delivering significant shareholder value through the integration process.

The FY26 LTI grant has been designed to:

  • Incentivise exceptional performance in the integration of Indue and realisation of synergies;

  • Align Executive interests with shareholders by linking rewards to tangible value creation; and

  • Reinforce a culture of accountability and performance excellence during a critical strategic transformation.

The FY26 LTI award is proposed in 3 tranches as set out below. Each performance right will entitle the participant to acquire one share on vesting, subject to the satisfaction of performance conditions and vesting conditions.

Details of Mr Kennedy’s LTI equity grant for FY26:

FY26 LTI Grant Value $974,258 being 80% of Mr Kennedy’s TFR as at 1 July 2025 of $1,217,823.
Number of performance rights 329,831 performance rights determined by dividing the dollar value of Mr
Kennedy’s LTI Grant value by the Issue Price.
Issue Price The performance rights will be issued using the arithmetic average of the daily
volume weighted average price (VWAP) of fully paid ordinary Cuscal shares traded
on the ASX in the ordinary course of trading for the ten trading days prior to but not
including 1 July 2025 (being the commencement of the performance period for
Tranche 1 and Tranche 2), being $2.95 (rounded to the nearest whole cent).
Consideration The performance rights will be issued for nil consideration. There is no loan
repayable by Mr Kennedy in respect of these performance rights.
Date of issue If shareholder approval is obtained, the performance rights are expected to be
issued to Mr Kennedy as soon as practicable after the AGM and, in any event, no
later than 12 months after the AGM.
Delivery mechanism Performance rights.
Each performance right entitles the participant to acquire one share on vesting,
subject to satisfying performance conditions and service conditions.
Performance measures and
service condition
The FY26 LTI Grant will be issued in three tranches with performance and service
conditions as follows:

Tranche 1(28%) will have a 3 year performance period commencing 1 July
2025 and ending 30 June 2028 plus a one year service period ending 30 June
2029 (aligned with the Financial Accountability Regime (FAR)), with Relative
TSR as the metric;

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  • Tranche 2 (28%) will have a 3 year performance period commencing 1 July 2025 and ending 30 June 2028 plus a one year service period ending 30 June 2029 (aligned with FAR), with Absolute EPS CAGR as the metric; and

  • Tranche 3 (24%) will have a 3 year performance period commencing on completion of the Indue Acquisition plus a one year service period ending one year after the end of the performance period (aligned with FAR). The performance metric will be aligned with the timeline for synergy realisation of the Indue Acquisition, and with metric as delivery of synergies at a minimum 30% overachievement of the synergy target with no increase to cost ratio. In the event the Indue Acquisition does not complete for any reason, Tranche 3 will automatically lapse. Performance will be assessed annually and cumulatively at the end of the performance period, with independent validation of synergy outcomes.

Performance is measured over the relevant three-year performance period for each tranche. The measures operate independently and will be tested at the end of the relevant performance period. The performance rights are also subject to a service condition that requires the Managing Director to be employed by the Company for an additional year following the end of the relevant performance period, except as outlined in Annexure A in relation to treatment on cessation of employment. Performance rights will only vest at the end of the total four year vesting period for each tranche.

Relative TSR

28% of Mr Kennedy’s FY26 performance rights will be tested against the Company’s Relative total shareholder return ( Relative TSR relative to a comparator group over the performance period ( TSR Rights )).

The Company’s relative TSR over the relevant performance period will be assessed against the performance of the S&P/ASX 201-300 Index, excluding companies in the Energy and Materials Global Industry Classification Standard sectors ( TSR Comparator Group ) over the performance period. Vesting percentages will be calculated by ranking the Group’s TSR performance relative to the TSR Comparator Group over the relevant performance period, as provided in the table below.

Relative TSR over the performance
period
Percentage of performance rights
that vest
TSR is below the 50th percentile 0%
TSR is at the 50th percentile 50%
TSR is between the 50thand 75th
percentiles
Pro rata straight-line vesting between
50% and 100%
TSR is greater than or equal to the
75th percentile
100%

Absolute EPS CAGR

28% of Mr Kennedy’s FY26 Performance Rights will be tested against the Group’s EPS growth over the performance period. EPS growth will be measured by reference to the Group’s net profit for the performance period, divided by the weighted average number of shares on issue across the performance period. EPS growth will be expressed as a CAGR percentage as follows:

Absolute EPS CAGR over the
performanceperiod
Percentage of performance rights
that vest
EPS is below threshold(<9.7%) 0%
EPS is at threshold(9.7%) 50%
EPS is between threshold and
maximum performance (>9.7% and
<11.5%)
Pro rata straight-line vesting between
50% and 100%
EPS is greater than or equal to
maximumperformance(≥11.5%)
100%

The Board may (in its absolute discretion) make adjustments to exclude the effects of extraordinary events, material business acquisitions or divestments, and certain one-off costs.

PAGE | 14

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Indue Acquisition – Delivery
of synergies
24% of Mr Kennedy’s FY26 performance rights will be tested against the Company’s
delivery of synergies in relation to the announced Indue Acquisition with metric
required to meet a minimum 30% overachievement of the synergy target with no
increase to cost ratio. In the event the Indue Acquisition does not complete for any
reason, Tranche 3 will automatically lapse. Performance will be assessed annually
and cumulatively at the end of the performance period, with independent validation
of synergy and cost outcomes.
Testing Performance measures for each tranche will be tested at the conclusion of the
performance period for that tranche.
Vesting schedule The tranches are subject to the following vesting schedule:
Tranche 1: 1 June 2029 (4-year vesting)
Tranche 2: 1 June 2029 (4-year vesting)
Tranche 3: One year following the end of the performance period for Tranche 3
which will be a period of three years commencing on completion of the Indue
Acquisition (4-year vesting)
Exercise and expiry of
performance rights
On vesting, the performance rights will be automatically exercised and no exercise
price is payable by Mr Kennedy.
Performance rights that remain unvested by the end of the performance period will
lapse automatically.
Treatment of cessation
of employment
Refer to Annexure A.
Malus and clawback Refer to Annexure A.
Dividends and voting rights Refer to Annexure A.
Board discretion Refer to Annexure A
Change of Control The Board will retain ultimate overriding discretion to determine the treatment
where a change of control is likely to occur.
Additional information Mr Kennedy is the only Director currently entitled to participate in the LTI Plan.
Details of any performance rights issued under the LTI Plan will be published in the
Company’s Annual Report relating to the period in which they were issued, along
with a statement that approval for the issue was obtained under ASX Listing Rule
10.14.
If any additional person(s) covered by ASX Listing Rule 10.14 who are not named
in the Notice of Meeting become(s) entitled to participate in the LTI Plan after this
resolution is approved at the AGM, and who were not named in the Notice of
Meeting, they will not participate until shareholder approval is obtained under that
rule.
Mr Kennedy has previously been issued the following equity securities under the
LTI Plan as part of his remuneration:

207,189 performance rights at nil cost; and

235,442 share rights issued at nil cost.
The performance rights to be issued to Mr Kennedy under this resolution will have
a diluting effect on the percentage interest of existing shareholders’ holdings. The
diluting effect of these performance rights is 0.0017% of the Company’s issued
share capital as at the date of this Notice of Meeting.
The Board considers the proposed remuneration arrangements for Mr Kennedy,
including the proposed grant of performance rights under the LTI Plan for FY26, to
be reasonable and appropriate having regard to the Company’s circumstances and
Mr Kennedy’s duties and responsibilities.
Mr Kennedy also holds 20,000 ordinary shares in the Company.

PAGE | 15

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Recommendation : The Board unanimously recommends that shareholders vote in favour of this resolution. Mr Kennedy has a material personal interest in the resolution and, therefore, has abstained from providing a recommendation.

Mr Kennedy is the only Director that has an interest in the outcome of the proposed resolution.

Item 6. Increase in Non-Executive Directors’ fee pool

Under Rule 6.3 of the Company’s Constitution and ASX Listing Rule 10.17, the maximum aggregate amount payable to Non-Executive Directors for their services to the Company in any financial year may not exceed the shareholder approved maximum ( NED Fee Pool ).

Shareholder approval is being sought to increase the NED Fee Pool for any financial year commencing on or after 1 July 2025 by $500,000 from $1,000,000 to $1,500,000.

In accordance with ASX Listing Rule 10.17, the NED Fee Pool is inclusive of superannuation contributions made by the Company for the benefit of Non-Executive Directors and any fees which a Non-Executive Director agrees to sacrifice on a pre-tax basis. The fees payable to Non-Executive Directors are reviewed annually by the Board Remuneration and Nominations Committee.

Details of the remuneration of each Non-Executive Director are set out in the Remuneration Report published in the FY25 Annual Report for the financial year ended 30 June 2025.

The Board is seeking shareholder approval to increase the NED Fee Pool to ensure it can accommodate the payment of fees to the additional Non-Executive Director proposed to be appointed to the Cuscal Board in the event the Indue Acquisition completes and to accommodate additional fees for members of the Integration Advisory Committee that will report to the Cuscal Board. The increase to the NED Fee Pool will also ensure that the Company can set fees at a competitive level so that it can attract and retain the services of leading Non-Executive Directors into the future.

If this resolution is approved by shareholders the NED Fee Pool will increase to $1,500,000.

If this resolution is not approved by shareholders, the NED Fee Pool will remain at $1,000,000. This will mean that the Board will not have the flexibility to accommodate the appointments proposed as part of the Indue acquisition in the event it completes, and any future Non-Executive Director appointments and fees will need to be assessed within the current NED Fee Pool. Non-Executive Directors do not receive incentive payments or equity-based remuneration. No securities in the Company have been issued to any Non-Executive Directors under ASX Listing Rules 10.11 or 10.14 with the approval of shareholders at any time within the preceding three years.

Recommendation : As this resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance, makes no recommendation regarding this resolution.

PAGE | 16

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Annexure A

Key Terms of the Long-Term Incentive Plan

Term Description
Purpose Reward that aligns with longer-term Cuscal performance and shareholder
outcomes.
Eligibility Executive Leadership Team and other employees that may be invited to participate
as determined by the Board. Non-Executive Directors are not entitled to participate
in the LTI Plan.
Types of securities The LTI Plan Rules provide flexibility for the Board to grant an Eligible Person one
or more of the following:

Right

Option

Restricted share, (each, aPlan Interest).
An option and a right means a right to acquire a share or restricted share (by
transfer or issue at the discretion of Cuscal) on the terms specified in the invitation.
A restricted share means a share allocated under the LTI Plan on the terms
specified in the invitation.
Offers under the LTI Plan The Board may in its unfettered discretion make an invitation to an Eligible Person.
An invitation will expressly state whether the grant is an exempt grant or deferred
grant and otherwise will be in such form and content and subject to such terms as
the Board determines.
Any grant of an award to a Director will be subject to shareholder approval.
Issue Price The issue price will be determined by the Board.
How LTI awards are
determined (allocation
approach)
The value of LTI awards will be based on each Participant’s LTI opportunity / the
issue price.
Testing Performance measures for each tranche will be tested at the conclusion of the
performance period for that tranche.
Vesting A grant of rights or options does not confer any legal or equitable interests in
restricted shares or shares (as applicable) represented by the rights or options until
the relevant vesting date and any exercise or conversion to restricted shares or
shares (as applicable) has been completed.
Unless the Board determines otherwise, the vesting, exercise and conversion of any
award under the LTI Plan will only occur in accordance with the terms specified in
the invitation.
The Board may determine that a vested and exercised right or option will be
satisfied by Cuscal making a cash payment to the Participant in lieu of allocating
shares.
The Board may waive, amend or replace any performance measure in a vesting
condition attaching to a right or option if the Board determines that the specific
measure is no longer appropriate or applicable, provided that the amendment does
not materially reduce the rights of any Participant with respect to an award or share,
except for an amendment that is made primarily for complying with present or
future laws applicable to the LTI Plan or the Company or to correct any manifest
error or mistake.
Total grants for Executives will have a minimum vesting period of four years from
date of grant in accordance with FAR.

PAGE | 17

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Restrictions

  • Treatment of cessation of employment

Participants must not dispose of any restricted share until the removal of or the satisfaction of any restrictions.

Participants must comply with Cuscal’s Securities Trading Policy at all times. This means that participants are prohibited at all times from entering into transactions in financial products which operate to limit the economic risk of an award. Bad leaver : Where employment ceases due to resignation or termination for cause (for example misconduct or fraud), all unvested performance rights will lapse.

Good leaver : Where employment ceases in any other circumstance (for example retirement, total permanent disability, death or redundancy), a pro rata number of unvested performance rights (based on the proportion of the performance period that has elapsed at the time of cessation, calculated based on the number of days elapsed) will remain ‘on foot’ and vest on the original vesting date. Any servicerelated condition will be deemed to have been satisfied to the extent that the performance conditions have been met.

  • The Board will retain ultimate overriding discretion to apply treatment(s) it deems appropriate in the circumstances.

Malus and clawback

Where, in the opinion of the Board, a participant has obtained, or may obtain, an unfair benefit as a result of an act (whether intentional, inadvertent, direct or indirect), which:

  • Constitutes fraud; dishonest, gross misconduct; or gross incompetence in relation to the affairs of the Company or the Cuscal Group;

  • Brings the Company or the Cuscal Group into disrepute;

  • − Is in breach of their obligations to the Company or the Cuscal Group, including non-compliance with any applicable Company policy;

  • Constitutes a failure to perform any other act reasonably and lawfully requested of the participant; or

  • Has the effect of delivering strong Company performance in a manner that is unsustainable or involves unacceptably high risk, and results or is likely to result in a detrimental impact on Company performance following the end of the period.

The Board may, in its absolute discretion, and subject to applicable laws, determine any treatment in relation to the performance rights. This includes, without limitation, to:

  • Reset the performance measures and/or alter the performance period applying to the performance rights;

  • Deem all or any performance rights, whether unvested or vested, to have lapsed or been forfeited (as relevant);

  • Require the participant to repay the net proceeds of a sale of shares that have been allocated to them; and/or

  • Require the participant to repay a sum equal to a cash payment they received pursuant to the terms of the LTI Plan.

  • Dividends and voting rights Performance rights do not carry dividend or voting rights prior to vesting.

Once the performance and service conditions have been met and the LTI performance rights convert into Cuscal shares, the shares are eligible to receive dividends.

Board discretion

The Board, in its absolute discretion, will determine the performance conditions and measure achievement against these conditions, having regard to any matters it considers relevant (including any adjustments for unusual or non-recurring items it considers appropriate).

In addition, all variable remuneration is subject to in-period adjustment, malus and clawback criteria.

PAGE | 18

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The Board may amend the LTI Plan at any time in its absolute unfettered discretion. The LTI Plan will be administered by the Board which will have the power to amend existing rules, resolve conclusively all questions of fact or interpretation in connection with the LTI Plan, delegate to any one or more persons the exercise of any of its functions, powers or discretions arising under the LTI Plan and appoint/ remove an administrator of the LTI Plan.

Ranking All shares issued under the LTI Plan will rank equally in all respects with other shares for the time being on issue by the Company (except as regards to any rights attaching to such other shares by reference to a record date prior to the date of their allocation or transfer). The Company will apply for quotation on the ASX of the shares issued under the LTI Plan within the period required by the ASX. Legal compliance Notwithstanding any rule in the LTI Plan, securities will not be allocated, issued, acquired, transferred or otherwise dealt with under the LTI Plan if to do so would contravene the Corporations Act 2001 (Cth), the ASX Listing Rules, or any other applicable laws (including any applicable foreign law) or require Cuscal or its related bodies corporate to pay, provide, or procure the payment or provision of, any money or benefits to the Participant which would require shareholder approval under Part 2D.2, Division 2 of the Corporations Act 2001 (Cth).

PAGE | 19

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ABN 95 087 822 455

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LODGE YOUR VOTE

ONLINEhttps://au.investorcentre.mpms.mufg.com

BY MAIL  Cuscal Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX +61 2 9287 0309

BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

VOTING/PROXY FORM

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

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

A
----- End of picture text -----

VOTE DIRECTLY

elect to lodge my/our vote(s) directly (mark box)

 in relation to the Annual General Meeting of the Company to be held at 4:00pm (AEDT) on Thursday, 30 October 2025, and at any adjournment or postponement of the Meeting. You should mark either “for” or “against” for each item. Do not mark the “abstain” box.

OR

B APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of Name of the Meeting the Meeting as your proxy, (mark box) please write the name and email of the person or body corporate you are Email appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 4:00pm (AEDT) on Thursday, 30 October 2025 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a hybrid event. You can participate by attending in person at GPT Space & Co - Darling Park Hall - Ground Floor, Darling Park Tower 1, 201 Sussex Street, Sydney or logging in online at https://meetings.openbriefing.com/CCL2025 (refer to details in the Virtual Annual General Meeting Online Guide). Important for Resolutions 2, 4, 5 & 6: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 2, 4, 5 & 6, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Items

  • For Against Abstain *

  • 2 Adoption of Remuneration Report 5 Approval of the grant of Performance Rights to Mr Craig Kennedy under the Cuscal Limited Long Term Incentive Plan in respect of FY26 Long Term

  • 3 Re-election of Trudy Vonhoff as a Incentive Director

For Against Abstain * For Against Abstain * 2 Adoption of Remuneration Report 5 Approval of the grant of Performance Rights to Mr Craig Kennedy under the Cuscal Limited Long Term Incentive Plan in respect of FY26 Long Term 3 Re-election of Trudy Vonhoff as a Incentive Director 4 Approval of Cuscal Limited Long Term 6 Increase in Non-Executive Directors’ Incentive Plan fee pool  * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority.

  • 4 Approval of Cuscal Limited Long Term 6 Increase in Non-Executive Directors’ Incentive Plan fee pool

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

CCL PRX2501N

HOW TO COMPLETE THIS SHAREHOLDER VOTING/PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

VOTING UNDER BOX A

If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either “for” or “against” for each item. Do not mark the “abstain” box. If you mark the “abstain” box for an item, your vote for that item will be invalid.

If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chairman of the Meeting as your proxy.

Custodians and nominees may identify on this form the total number of votes in each of the categories and their votes will be valid.

If you have lodged a direct vote, and then you attend the Meeting, your attendance will cancel your direct vote.

The Chairman’s decision as to whether a direct vote is valid is conclusive.

VOTING UNDER BOX B – APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Voting/Proxy Form, including where the Items are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Voting/Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

  • (a) on each of the first Voting/Proxy Form and the second Voting/Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

LODGEMENT OF A VOTING/PROXY FORM

This Voting/Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 4:00pm (AEDT) on Tuesday, 28 October 2025, being not later than 48 hours before the commencement of the Meeting. Any Voting/Proxy Form received after that time will not be valid for the scheduled Meeting.

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

  • ONLINE

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

Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link

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

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

BY MAIL

Cuscal Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX

+61 2 9287 0309

BY HAND

delivering it to MUFG Corporate Markets (AU) Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

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

  • (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

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

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

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

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ABN 95 087 822 455

LODGE YOUR QUESTIONS

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

BY MAIL  Cuscal Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

Please use this form to submit any questions about Cuscal Limited (“the Company”) that you would like us to respond to at the Company’s 2025 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report.

This form must be received by the Company’s share registrar, MUFG Corporate Markets, by Tuesday, 28 October 2025.

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

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

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

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

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

General suggestion Other

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Online Meeting Guide

Before you begin

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

Supported browsers are:

  • Chrome – Version 44 & 45 and after

  • Edge – 92.0 and up

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

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

Please make sure you have this information before proceeding.

Online Meeting Guide

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Step 1

Open your web browser and go to https://meetings.openbriefing.com/CCL2025

Step 2

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

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

  • On the left – a live webcast of the Meeting starts automatically once the meeting has commenced. If the webcast does not start automatically please press the play button and ensure the audio on your computer or device is turned on.

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

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

1. Get a Voting Card

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

This will bring up a box which looks like this.

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

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

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

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

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

2 • Online Meeting Guide

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Full Votes

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

Partial Votes

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

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

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

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

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

Online Meeting Guide • 3

continued Online Meeting Guide

2. How to ask a question

Note: Only verified Shareholders, Proxyholders and Corporate Representatives are eligible to ask questions.

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

The ‘Ask a Question’ box will pop up and you have the option to type in a written question of ask an audio question over the phone line.

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

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

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

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

Note, the company will do their best to address all questions.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

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

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

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

Contact us

Australia

T +61 1800 990 363

MUFG0004.A SVQ 01/25 ISS11