EXPERIENCE CO LIMITED — AGM Information 2021

Sep 23, 2021

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24 September 2021

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (Meeting) of Experience Co Limited (ASX: EXP) will be held on Wednesday 27 October 2021 commencing at 11.30am (AEDT).

As a result of the potential health risks and Government restrictions in response to the Covid19 pandemic, the Meeting will be held as a virtual online meeting. Details of how to register are included in the Meeting Materials referred to below.

As part of the Australian Government’s response to the ongoing Covid -19 pandemic, temporary modifications have been made to the Corporations Act under the Treasury Laws Amendment (2021 Measures No.1) Bill 2021. In accordance with the modifications the Notice of Meeting and accompanying explanatory statement (“the Meeting Materials”) are being made available to shareholders electronically.

This means:

• You can access the Meeting Materials online via EXP’s share registry’s website www.InvestorServe.com.au or via the Company’s website www.experienceco.com/investors.

• You can access the FY21 Annual Report via the Company’s website www.experienceco.com/investors.

• A complete copy of the Meeting Materials has been released to the ASX Market announcements platform.

• If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the proxy form.

If you would like to receive electronic communications from the Company in future, please update your communication elections online at www.InvestorServe.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details to register.

If you are unable to access the Meeting Materials online please contact EXP’s share registry, Boardroom on enquiries@boardroomlimited.com.au or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (AEST) Monday to Friday, to arrange a copy.

We encourage all shareholders to lodge a directed proxy form as soon as possible in advance of the Meeting even if you are planning to attend the Meeting online.

Yours sincerely,

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Mark Licciardo Company Secretary

ACN 167 320 470

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ACN 167 320 470 (ASX: EXP)

NOTICE OF ANNUAL GENERAL MEETING

WEDNESDAY 27 OCTOBER 2021 Wednesday 27 October 2021

Experience Co Ltd (EXP or the Company) gives notice that the 2021 Annual General Meeting (AGM) of Shareholders of the Company for purposes of transacting the items of business set out in this Notice of Meeting (NOM), will be held as a virtual online meeting on:

Date : Wednesday 27 October 2021

Time : 11:30 am (AEDT)

The meeting will be held using the online platform provided by EXP’s share registry, Boardroom, https://web.lumiagm.com/376981675.

Information on how to attend the virtual meeting is included in the AGM Online User Guide enclosed with this NOM and is available on the Company’s website at www.experienceco.com/investors.

The FY21 Annual Report can also be reviewed on the EXP website at www.experienceco.com/investors.

Explanatory Notes

All the material in this NOM should be read in conjunction with the Explanatory Notes.

If you are in doubt about any part of the business of the AGM, please consult your professional advisers or the Company Secretary, Mark Licciardo by email at markl@mertons.com.au

Voting Information & Proxy Form

Please read the Voting Information section carefully to understand your voting eligibility.

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ORDINARY BUSINESS

Financial and Other Reports

To receive and consider the Financial Report, Directors’ Report and Auditor’s Report of the Company and its controlled entities for the financial year ended 30 June 2021.

Re-election of Directors

Resolution 1

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

“ That Anthony Boucaut, who retires in accordance with clause 11.5 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company .”

Resolution 2

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

“ That Neil Cathie who retires in accordance with clause 11.5 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company .”

Remuneration Report

Resolution 3

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

" That the Remuneration Report contained in the Directors’ Report for the financial year ended 30 June 2021 be adopted. "

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

Issue of shares, Grant of Service Rights and Performance Rights to the Chief Executive Officer of the Company

Resolution 4

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

“ That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the Company to issue to John O'Sullivan, or his nominee, a maximum of 401,671 fully paid ordinary shares on the terms set out in the Explanatory Notes. ”

Resolution 5

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

“ That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the Company to issue to John O'Sullivan, or his nominee, a maximum of 401,671 Service Rights under the EXP Employee Incentive Plan ( EEIP ) and on the terms set out in the Explanatory Notes ( Service Rights ). ”

Resolution 6

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

“ That, for the purposes of Section 208 of the Corporations Act 2001 (Cth), ASX Listing Rule 10.14 and for all other purposes, approval be given for the Company to issue a maximum of 941,058 Performance Rights, subject to long-term performance conditions, to John O’Sullivan, or his nominee, under the EEIP and on the terms set out in the Explanatory Notes ( Performance Rights ). ”

Refer to ‘Voting Exclusions’ on pages 14-15 for voting restrictions that apply .

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EXPLANATORY NOTES

These Explanatory Notes form part of the NOM and are intended to assist you in consideration of the business proposed at the AGM.

Questions

We invite you to submit questions (relevant to the business of the AGM or in relation to the content of the audit report for the year ended 30 June 2021) in writing to the Company or to the Company’s auditor, at either of the addresses below. Written questions must be received no later than 5:00 pm (Sydney time) on Wednesday 20 October 2021:

Email address: markl@mertons.com.au

By mail to:

The Company Secretary Experience Co Limited Level 5, 89 York Street, Sydney NSW 2000

During the AGM, the Chairman will endeavour to address as many of the more frequently raised shareholder questions as reasonable. Please note that individual responses will not be sent to shareholders.

ORDINARY BUSINESS

Financial and Other Reports

The Corporations Act 2001 (Cth) ( Corporations Act ) requires that the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2021 ( Financial Reports ), be laid before the AGM. The Constitution also provides for the Financial Reports to be received and considered at the AGM.

Neither the Corporations Act nor the Constitution requires a vote of shareholders at the AGM on the Financial Reports.

Shareholders will be given a reasonable opportunity to raise questions on the Financial Reports at the AGM. In addition, a reasonable opportunity will be given to ask the Company’s auditor questions relevant to the conduct of the audit and the preparation and content of the Auditor’s Report.

Resolution 1 – Re-election of Anthony Boucaut (Anthony) (Non-Executive Director)

Under clause 11.5 of the Constitution of the Company, one third of Directors must retire at each AGM, and no Director can hold office for more than three years or past the third AGM following the Director's appointment, whichever is the longest.

Anthony was appointed as a Non-Executive Director of the Company on 2 September 2019. Prior to transitioning to Non- Executive Director he was Managing Director of the Company from December 2013 to August 2019. Anthony offers himself for re-election as a Director.

Experience and Background

Anthony has over 25 years’ experience in the sky diving industry and over 30 years’ experience in the aviation industry. The ‘Skydive the Beach’ concept and vision was the result of Anthony’s passion for skydiving and love of sharing extreme adventures with others. During his final year of university, Anthony formed a business known as Adrenalin Sports Skydiving, which became Skydive the Beach, now known as Experience Co Limited. Anthony also ran a successful IPO of his Company to become Australia’s first listed adventure tourism Company in 2015. Anthony was the CEO of the Company from its inception in 1999, including 3 years as a listed company before handing over the day to day operations to professional employees in 2017. Anthony retired as a Managing Director in 2019.

Anthony holds a Bachelor of Science, is an Aviation Electronics Engineer, a pilot, a successful entrepreneur and is a Member of Australia Parachute Federation and the Australian Institute of Company Directors (AICD).

Board Recommendation

The Directors unanimously recommend that Anthony be re-elected as a Director of the Company and that shareholders vote in favour of this resolution.

The Chairman of the AGM intends to vote all available proxies in favour of this resolution.

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Resolution 2 – Re-election of Neil Cathie (Neil) (Independent Non-Executive Director)

Under clause 11.5 of the Constitution of the Company, one third of Directors must retire at each AGM, and no Director can hold office for more than three years or past the third AGM following the Director's appointment, whichever is the longest.

Neil was appointed as Independent Non-Executive Director on 16 October 2019. Neil is also Chair of the Audit & Risk Committee and a member of the Remuneration and Nomination Committee. Neil offers himself for re-election as a Director.

Experience and Background

Neil is an experienced company director and has significant industry skill and expertise.

At present Neil is a Non-Executive Director and Chair of Coventry Group Limited, independent Board advisor and Chair at Middendorp Electric and independent Board advisor at Bowens Timber & Hardware.

Previously he was a Non-Executive Director of Millennium Services Group Limited and had a long executive career at Australia’s largest and most successful plumbing and bathroom distributor Reece Ltd.

Neil is a fellow member of CPA Australia (FCPA), graduate member of the Australian Institute of Company Directors (GAICD) and a fellow of the Governance Institute of Australia.

Board Recommendation

The Directors unanimously recommend that Neil be re-elected as a Director of the Company and that shareholders vote in favour of this resolution.

The Chairman of the AGM intends to vote all available proxies in favour of this resolution.

Resolution 3 – Remuneration Report

The Corporations Act requires that the Directors prepare the Remuneration Report as set out in the Annual Report.

Pursuant to section 250R(2) of the Corporations Act, Directors must put to the AGM a resolution to adopt the Remuneration Report. Section 250R(3) of the Corporations Act provides that the vote on this resolution is advisory only and does not bind the Directors or the Company. The Company is not currently subject to a “first strike” as laid out in section 250U of the Corporations Act.

Shareholders will be given a reasonable opportunity to comment or raise questions in relation to the Remuneration Report at the AGM.

Board Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that shareholders vote in favour of this resolution.

The Chairman of the AGM intends to vote all available proxies in favour of this resolution.

Issue of shares, grant of Service Rights and Performance Rights to the Executive Director and Chief Executive Officer (CEO) of the Company

In September 2021, the Board approved the issue of shares, grant of Service Rights and Long-Term Performance Rights under the EEIP, to key Senior Executives including, subject to shareholder approval, CEO, John O’Sullivan. A summary of the key terms of the EEIP is set out in Schedule I.

Resolution 4 – Issue of ordinary shares to the CEO

The Board acknowledges the significant effort and sacrifice of key senior executives during this extremely challenging period for the Group. The ongoing incentivising of these senior executives, as well as their alignment to shareholder value is key to effectively managing through the near-term trading conditions and positioning the Group as the tourism industry recovers.

In September 2021, the Board resolved to award John O’ Sullivan (CEO) a Short Term Incentive (STI) of

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$218,750 in relation to FY21. The Board further resolved that this STI would be satisfied by the issue of fully paid EXP shares (50%) and grant of Service Rights subject to continuing employment conditions (50%).

The Board further resolved to issue maximum of 401,671 fully paid ordinary shares (Shares) to the CEO subject to shareholder approval, in relation to his FY21 STI.

ASX Listing Rule 10.14 requires shareholder approval be obtained for the issue of Shares, the subject of this resolution 4. If approval from shareholders is obtained in accordance with ASX Listing Rule 10.14, exception 14 of ASX Listing Rule 7.2 will apply so that the issue of Shares will not use the Company's 15% Placement Capacity. Should this resolution 4 not be approved by shareholders, the Board will consider an alternative remuneration arrangement for the CEO which may include a cash award, and it will be equal to the value of the Shares that would have been issued under resolution 4 .

John O’Sullivan receives fixed remuneration and variable remuneration via short-term and long-term incentive arrangements. Details of John O’Sullivan’s annual remuneration package for FY21 are set out below:

Remuneration	Gross salary of $500,000 (FAR) per annum (exclusive of statutory superannuation contributions)
Short-Term Incentive	Short-Term Incentive at 50% of FAR (comprising cash and/or equity) subject to agreed short term performance targets and Board discretion
Long-Term Incentive	Long-Term Incentive at 50% of FAR subject to long-term performance hurdles as determined by the Board

Requirements of ASX Listing Rule 10.15

The following information in relation to the proposed issue of Shares to John O’Sullivan pursuant to resolution 4 is provided in accordance with ASX Listing Rule 10.15:

• a) Number of securities : A maximum of 401,671 Shares calculated by dividing $109,375 (50% of 218,750) by $0.2723 (the 30-day VWAP of EXP shares traded on the ASX calculated up to and including 30 June 2021).

• b) Price of securities : The Shares will be issued for no consideration.

• c) Securities granted under the EEIP, since the last approval : The Company has not issued any Shares under Listing Rule 10.14 but has granted Service Rights and Performance Rights as detailed in resolution 5 and 6:

• d) Eligible participants : Subject to the ASX Listing Rules and the Corporations Act, any full-time or permanent part- time employee or officer or Executive Director of the Company is entitled to participate in the EEIP.

• e) Voting exclusion statement : A voting exclusion statement in relation to this resolution is set out in the NOM under the heading ‘Voting Exclusions’.

• f) No loans given to acquire securities : No loan will be provided by the Company in connection with the issue of fully paid ordinary shares to John O’Sullivan.

• g) Issue of Shares : Subject to receiving shareholder approval, the Company will issue the fully paid ordinary shares within a month after the date of this AGM. The shares will be issued pari passu to the existing securities and not subject to a trading lock.

• h) Details of securities issued: Details of any securities issued under the EEIP will be published in the Annual Report of the Company 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.

• i) Approval for persons covered by ASX Listing Rule 10.14: Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the EEIP, after this resolution is approved, and who are not named in this NOM, will not participate until approval is obtained under that rule.

The issue of Shares to John O'Sullivan constitutes giving a financial benefit and John O'Sullivan is a related party

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of the Company by virtue of being a Director.

The Directors (abstain John O'Sullivan) consider that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required as the proposed issue of shares is considered reasonable remuneration in the circumstances and in light of John O'Sullivan's role and responsibilities.

Board Recommendation

Each of the Directors (abstain John O’Sullivan) recommends the issue of the above fully paid ordinary shares to John O’Sullivan for the reasons set out above and recommends that shareholders vote in favour of this resolution.

The Chairman of the AGM intends to vote all available proxies in favour of this resolution.

Resolution 5 - Grant of Service Rights to the CEO

In September 2021, the Board resolved to award John O’Sullivan (CEO) a Short Term Incentive (STI) of $218,750 in relation to FY21. The Board further resolved that this STI would be satisfied by the issue of fully paid EXP shares (50%) and grant of Service Rights subject to continuing employment conditions (50%).

The number of Service Rights, the subject of this resolution, was determined in the same manner as that outlined in the explanatory note for Resolution 4.

The material terms of the proposed grant of the Service Rights are set out below:

• i. Each Service Right entitles John O’Sullivan, or his nominee, to receive, upon vesting and exercise, one fully paid ordinary share in the Company.

• ii. Vesting of the Service Rights requires John O’Sullivan to continue to be employed by the Company or a Group Company at 30 June 2023.

ASX Listing Rule 10.14 requires shareholder approval be obtained for the grant of the Service Rights the subject of this resolution 5. If approval from shareholders is obtained in accordance with ASX Listing Rule 10.14, exception 14 of ASX Listing Rule 7.2 will apply so that the grant of Service Rights will not use the Company's 15% Placement Capacity. Should this resolution 5 not be approved by shareholders, the Board will consider an alternative remuneration arrangement for the CEO which may include a cash award, and it will be equal to the value of STI component for the Services Rights and will be subject to the same terms and service conditions as for the Service Rights, including continued employment conditions.

Requirements of ASX Listing Rule 10.15

The following information in relation to the Service Rights proposed to be granted to John O’Sullivan pursuant to resolution 5 is provided in accordance with ASX Listing Rule 10.15:

• a) Number of securities : A maximum of 401,671 Service Rights calculated by dividing $109,375 (50% of 218,750) by $0.2723 (the 30-day VWAP of EXP shares traded on the ASX calculated up to and including 30 June 2021).

• b) Price of securities : The Service Rights will be granted for no consideration. No price is payable upon vesting or exercise of the Service Rights.

• c) Securities granted under the EEIP, since the last approval : Other than the following grant of Service Rights, the Company has not previously sought shareholder approval under Listing Rule 10.14 for the grant of Service Rights:

• As approved at the AGM held on 28 October 2020 – 270,219 Service Rights were granted to John O’Sullivan. The Service Rights were granted for nil consideration. No fee is payable upon the exercise of the Service Rights, subject to the service vesting condition being met.

• As approved at the AGM held on 20 November 2019 – 439,560 Service Rights were granted to John O’Sullivan. The Service Rights were granted for nil consideration. No fee is payable upon the exercise of the Service Rights, subject to the service vesting condition being met.

• No Service Rights has been vested, exercised or lapsed during the last 12 months.

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• d) Eligible participants : Subject to the ASX Listing Rules and the Corporations Act, any full-time or permanent part- time employee or officer or Executive Director of the Company is entitled to participate in the EEIP.

• e) Voting exclusion statement : A voting exclusion statement in relation to this resolution is set out in the NOM under the heading ‘Voting Exclusions’.

• f) No loans given to acquire securities : No loan will be provided by the Company in connection with the grant of the Service Rights to John O’Sullivan.

• g) Issue of Service Rights : Subject to receiving shareholder approval, the Company will grant the Service Rights to John O’Sullivan as soon as practical and in any event within 12 months after the date of this AGM.

• h) Details of securities issued: Details of any securities issued under the EEIP will be published in the Annual Report of the Company 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.

• i) Approval for persons covered by ASX Listing Rule 10.14: Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the EEIP, after this resolution is approved, and who are not named in this NOM, will not participate until approval is obtained under that rule.

The grant of the Service Rights to John O'Sullivan constitutes giving a financial benefit and John O'Sullivan is a related party of the Company by virtue of being a Director.

The Directors (abstain John O'Sullivan) consider that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required as the proposed grant of Service Rights is considered reasonable remuneration in the circumstances and in light of John O'Sullivan's role and responsibilities.

Board Recommendation

Each of the Directors (abstain John O’Sullivan) recommends the grant of the above Service Rights to John O’Sullivan for the reasons set out above and recommends that shareholders vote in favour of this resolution.

The Chairman of the AGM intends to vote all available proxies in favour of this resolution.

Resolution 6 - Grant of Performance Rights (Long-Term Incentive) to the CEO

The Company’s Long-Term Incentive Plan ( LTIP ) established in accordance with, and under, the EEIP, is designed to attract, motivate and retain key senior executives and executive Directors and to align the interests of those key senior executives and executive Directors with the interests of shareholders by matching certain rewards with the long-term performance of the Company.

Following consideration of how to best align the interests of senior executives to the longer-term interests of shareholders factoring in the challenging trading outlook in the near term and the importance of longer-term incentivising of key senior executives, in September 2021, the Board approved the grant of Performance Rights under the LTIP to key senior executives including, subject to shareholder approval, CEO, John O’Sullivan.

The Company is proposing to issue a maximum of 941,058 Performance Rights to John O’Sullivan.

Each Performance Right entitles John O’Sullivan, or his nominee, to receive, upon vesting and exercise, one fully paid ordinary share in the Company.

The Board believes that part of John O’Sullivan’s remuneration should be performance-based and at risk and should involve equity interests in the Company. This approach is consistent with best practice in executive remuneration and corporate governance.

Details of the vesting conditions of the Performance Rights are set out below.

ASX Listing Rule 10.14 requires shareholder approval be obtained for the issue of the Performance Rights the subject of this resolution 6. If approval from shareholders is obtained in accordance with ASX Listing Rule 10.14, exception 14 of ASX Listing Rule 7.2 will apply so that the issue of Performance Rights will not use up the Company's 15% Placement Capacity. Should this resolution 6 not be approved by shareholders, the Board would

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consider alternative long-term incentive remuneration arrangements for the CEO which may include a cash award and it will be equal to the value of the proposed Performance Rights and subject to the same terms and vesting conditions as for the Performance Rights.

John O’Sullivan receives fixed remuneration and variable remuneration via short-term and long-term incentive arrangements. Details of John O’Sullivan’s current annual remuneration package for FY22 are set out below:

Remuneration	Gross salary of $512,500 (FAR) per annum (exclusive of statutory superannuation contributions)
Short-Term Incentive	Short-Term Incentive at 50% of FAR (comprising cash and/or equity) subject to agreed short term performance targets and Board discretion
Long-Term Incentive	Long-Term Incentive at 50% of FAR subject to long-term performance hurdles as determined by the Board

Requirements of ASX Listing Rule 10.15

The following information in relation to the Performance Rights proposed to be granted to John O’Sullivan pursuant to this resolution 6 is provided in accordance with ASX Listing Rule 10.15:

• a) Number of securities : A maximum of 941,058 Performance Rights calculated by dividing $256,250 (being 50% of John O’Sullivan‘s current annual fixed remuneration) by $0.2723 (the 30-day VWAP of EXP shares traded on the ASX calculated up to and including 30 June 2021).

• b) Price of securities : The Performance Rights will be granted for no consideration. No price is payable upon vesting or exercise of the Performance Rights.

• c) Securities granted under the EEIP since the last approval : Other than the following grant of Performance Rights, the Company has not previously sought shareholder approval under Listing Rule 10.14 for the grant of Performance Rights:

• As approved at the AGM held on 28 October 2020 – 1,951,600 Performance Rights were granted to John O’Sullivan. The Performance Rights were granted for nil consideration. No fee is payable upon the exercise of the Performance Rights, subject to the vesting conditions being met.

• As approved at the AGM held on 20 November 2019 – 916,668 Performance Rights were granted to John O’Sullivan. The Performance Rights were granted for nil consideration. No fee is payable upon the exercise of the Performance Rights, subject to the vesting conditions being met.

• No Performance Rights has been vested, exercised or lapsed during the last 12 months.

• d) Eligible participants : Subject to the ASX Listing rules and the Corporations Act, any full-time or permanent part- time employee or officer or Executive Director of the Company is entitled to participate in the EEIP.

• e) Voting exclusion statement : A voting exclusion statement in relation to this resolution is set out in the NOM under the heading ‘Voting Exclusions’.

• f) No loans given to acquire securities : No loan will be provided by the Company in connection with the grant of the Performance Rights to John O’Sullivan.

• g) Issue of Performance Rights : Subject to receiving shareholder approval, the Company will grant the Performance Rights to John O’Sullivan as soon as practical and in any event within 12 months after the date of this AGM.

• h) Details of securities issued: Details of any securities issued under the EEIP will be published in the annual report of the Company 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.

• i) Approval for persons covered by ASX Listing Rule 10.14: Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the EEIP, after this resolution is approved and, who are not named in this NOM, will not participate until approval is obtained under that rule.

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Vesting Conditions

Details of the relevant vesting conditions for the Performance Rights are summarised below:

Vesting Conditions:	The Performance Rights will only vest if: John O'Sullivan meets theService Condition; and EXP meets thePerformance Conditions(Vesting Conditions)
Service Condition:	The following Service Condition is required to be satisfied for the Performance Rights to vest: John O'Sullivan is continuously employed by the Company or a Group Company from the date the Performance Rights are granted until 15 September 2024.
Performance Conditions:	The following Performance Conditions are required to be satisfied for the Performance Rights to vest: 50% of the Performance Rights will vest if the Underlying EBITDA Performance Condition (referred to below) is satisfied and the remaining 50% of the Performance Rights will vest if the Return on Invested Capital Performance Right Condition (referred to below) is satisfied. Underlying EBITDA Condition  50% of the Performance Rights are subject to the Company meeting an internal underlying EBITDA target in FY24. The Board’s best view of what might occur in FY 24 is subjective and does not lend itself to setting and disclosing a fair and reasonable absolute target. The Board expects to exercise its discretion in setting an internal FY24 EBITDA target as FY22 and FY23 evolve, with operating conditions expected to improve from the current state of great COVID uncertainty over those periods and into FY24.  EBITDA is broadly measured as follows: Earnings before interest, taxes, depreciation and amortisation for the FY24 period, as adjusted for one-off and/or non-recurring items.  The FY24 period is 1 July 2023 to 30 June 2024.
	Return on Invested Capital Condition  50% of the Performance Rights are subject to the Company meeting the Return on Invested Capital (ROIC) targets.  The performance period is 1 July 2021 to 30 June 2024.  Due to the high level of pandemic uncertainty, the Board is not providing FY22 guidance and has determined that for the purposes of the FY22 LTIP, measuring ROIC for the FY24 year only is appropriate in the current environment. That is, vesting is contingent on Underlying Net Operating Profit After Tax in FY24 when compared to the average invested capital in FY24. The intent is to preserve the integrity of the long-term nature of the performance measure and incentive, and ensure Senior Executives are aligned to the longer- term interests of shareholders beyond the near term impacts of the Covid-19 pandemic.  Such a forward view does not lend itself to disclosing fair, reasonable and robust absolute targets. These targets will be developed over time based on prevailing conditions and at the Board’s discretion.

The Board will determine at the end of the performance period what proportion (if any) of the Performance Rights will vest in accordance with the vesting conditions referred to above.

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Board Recommendation

Each of the Directors (abstain John O’Sullivan) recommends the grant of the Performance Rights to John O’Sullivan for the reasons set out above and recommends that shareholders vote in favour of this resolution.

The Chairman of the AGM intends to vote all available proxies in favour of this resolution.

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VOTING INFORMATION

Entitlement to Vote

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Act that, for the purpose of entitlement to vote at the AGM, shares will be taken to be held by those who hold them at 7:00 pm on Monday 25 October 2021.

How to Vote

Voting Methods

Ordinary shareholders can vote in one of the following ways:

• by attending the meeting online and voting using the online voting facility, either in person, by attorney or in the case of corporate shareholders, by a corporate representative;

• by lodging a direct vote in advance of the AGM electronically by visiting https://www.votingonline.com.au/expagm2021; or

• by appointing a proxy to attend and vote at the meeting on your behalf electronically by visiting https://www.votingonline.com.au/expagm2021.

Voting on the items set out in this NOM will be conducted on a Poll.

Voting Deadline

Shareholders who wish to lodge a direct vote in advance of the AGM or appoint a proxy to attend and vote at the meeting on their behalf, must either complete their electronic instructions on www.votingonline.com.au/expagm2021 by 11:30 am (AEDT) on Monday 25 October 2021 or, if the meeting is adjourned, at least 48 hours before its resumption in relation to the adjourned part of the meeting. Direct votes or proxy appointments received after this time will be invalid.

Direct Voting Online During the Meeting

Shareholders or proxyholders who wish to vote during the meeting may participate in the videoconference and live online voting facility by using:

• your computer or mobile device, by entering the following URL into your browser: https://web.lumiagm.com/376981675 or by using the Lumi AGM app, which is available from the Apple App Store or Google Play Store.

• If you choose to participate in the meeting online you can log into the meeting by entering: https://web.lumiagm.com/376981675; or

• your username, which is your Boardroom Voting Access Code (VAC) located on your proxy form or by contacting the EXP’s share registry, Boardroom on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside of Australia) who will be able to assist; or

• your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the AGM Online User Guide enclosed with this NOM for password details.

If you have been nominated as a third party proxy, please contact Boardroom on 1300 737 760 or +61 2 9290 9600 to receive your username and password.

Attending the meeting online enables shareholders to view the meeting live and to ask questions and cast direct votes as directed by the Chairman of the Meeting, whilst the meeting is in progress.

More information regarding participating in the meeting online, including browser requirements, can be found in the AGM Online User Guide enclosed with this NOM.

Direct Voting Prior to the Meeting

Shareholders have the choice of casting "direct votes" in advance of the AGM as an alternative to appointing a proxy to cast their votes.

To lodge direct votes in advance of the AGM, shareholders must visit www.votingonline.com.au/expagm2021 and follow the prompts and instructions. Shareholders will need their Voting Access Code (VAC) which is located on your proxy form or by contacting EXP’s share registry, Boardroom on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside of Australia) who will assist.

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For direct votes to be effective, they must be lodged by the time specified in the Voting Deadline section of this NOM.

If a shareholder is entitled to cast two or more votes at the meeting, the shareholder may specify the proportion or number of direct votes that they wish to cast "For", "Against" or specify that they "Abstain" from voting on an item. Fractions of votes will be disregarded.

If a shareholder specifies that they will "Abstain" from voting on an item, the shares that are the subject of the direct vote will not be counted in calculating the required majority.

Proxy Voting

To appoint a proxy, shareholders must visit www.votingonline.com.au/expagm2021 and follow the prompts and instructions. Shareholders will need their Voting Access Code (VAC) which is on your proxy form or by contacting EXP’s share registry, Boardroom on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside of Australia) who will assist. For proxy appointments to be effective, they must be completed by the time specified in the Voting Deadline section in this NOM.

If a proxy is instructed to Abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf, and on a poll, the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

A proxy need not be a shareholder of EXP.

The Corporations Act provides the following for the processing of proxy votes.

Directed Proxy Votes

If you appoint someone other than the Chairman of the meeting as your proxy and give them voting instructions, the Corporations Act provides that the Chairman of the meeting must cast those proxy votes on your behalf if your nominated proxy does not do so.

Undirected Proxy Votes

Shareholders are encouraged to consider how they wish to direct their proxies to vote. Other than members of EXP’s Key Management Personnel or their closely related parties voting as a proxy on resolutions 1, 4, 5 and 6, if a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from voting,as they think fit.

Should any resolution, other than those specified in this NOM, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

If you wish to appoint a Director (other than the Chairman) or other member of EXP’s Key Management Personnel or their closely related parties as your proxy, you must specify how they should vote on resolutions 1, 4, 5 and 6 by completing the “For", "Against" or "Abstain'' boxes.

The Chairman will be able to exercise your vote on your behalf on all resolutions as he sees fit, if you appoint the Chairman as your proxy, but do not direct him how to vote (in which case the Chairman will vote in favour of each of those items).

Revocations of proxies

Any revocations of proxies must be made at www.votingonline.com.au/expagm2021 before the time for the commencement of the meeting.

Voting by Corporations

In order to vote at the AGM (other than by proxy), a corporation that is a shareholder must appoint a person to act as its representative.

The appointment must comply with the Corporations Act. A letter of representation, including any authority under which it is signed, must be lodged with EXP’s share registry, Boardroom prior to the commencement of the AGM.

Proxy Voting by Chairman

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

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Voting Exclusions

Resolution 3 – Adoption of Remuneration Report Voting Prohibition Statement:

The Company will disregard any votes cast in favour of resolution 1 by or on behalf of any of the Company’s Key Management Personnel (as that term is defined in the Corporations Act) ( Key Management Personnel ) details of whose remuneration are included in the Remuneration Report or a Closely Related Party (as that term is defined in the Corporations Act) ( Closely Related Party ) of such a member. However, a person (the voter ) described above may cast a vote on this resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

• a) the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on this resolution 1; or

• b) the voter is the Chairman of the AGM and the appointment of the Chairman of the AGM as proxy does not specify the way the proxy is to vote on this resolution 1; and expressly authorises the Chairman to exercise the proxy even though this resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 4 – Issue of ordinary shares to the Chief Executive Officer of the Company Voting Exclusion:

The Company will disregard any votes cast in favour of resolution 4 by John O’Sullivan or any associate of John O’Sullivan and any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the EEIP or any associate of that such person. However, the Company need not disregard a vote if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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

• d) the Chairman of the meeting as proxy 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

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

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

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

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

• a) the proxy is either:

• i. a member of the Key Management Personnel; or

• ii. a Closely Related Party of such a member; and

• b) the appointment does not specify the way the proxy is to vote on this resolution.

Resolution 5 –Grant of Service Rights to the Chief Executive Officer of the Company Voting Exclusion:

The Company will disregard any votes cast in favour of resolution 5 by John O’Sullivan or any associate of John O’Sullivan and any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the EEIP or any associate of that such person. However, the Company need not disregard a vote if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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

• d) the Chairman of the meeting as proxy 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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• e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met:

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

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

Voting Prohibition Statement:

• A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if: a) the proxy is either:

• i. a member of the Key Management Personnel; or

• ii. a Closely Related Party of such a member; and

• b) the appointment does not specify the way the proxy is to vote on this resolution.

Resolution 6 – Grant of Performance Rights to the Chief Executive Officer of the Company Voting Exclusion:

The Company will disregard any votes cast in favour of resolution 6 by John O’Sullivan or any associate of John O’ Sullivan and any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the EEIP or any associate of that such person. However, the Company need not disregard a vote if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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

• d) the Chairman of the meeting as proxy 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

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

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

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

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

• a) the proxy is either:

• i. a member of the Key Management Personnel; or

• ii. a Closely Related Party of such a member; and

• b) the appointment does not specify the way the proxy is to vote on this resolution.

Further Information

Shareholders should direct their queries to the Company Secretary at markl@mertons.com.au

By order of the Board

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Mark Licciardo Company Secretary 16 September 2021

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Schedule I

A summary of the key terms of the EEIP.

The EEIP enables the Company to offer employees a range of Awards (as that term is defined under the EEIP) under the EEIP. These Awards include without limitation options, performance rights and service rights.

Eligibility

The Board has the discretion to determine which employees or directors are eligible to participate in the EEIP.

Vesting and exercise conditions

The vesting of any securities issued under the EEIP may be conditional on the satisfaction of performance and/or service conditions as determined by the Board. The exercise of vested securities may also be subject to certain conditions.

Exercise Price

Subject to determination by the Board, securities issued under the EEIP may be issued at no cost to the participants and options may be subject to payment of an exercise price by the participant.

Forfeiture

Securities issued under the EEIP may be subject to forfeiture as set out in the terms of issue, including without limitation if the relevant participant breaches the terms of the EEIP or if the Board determines that a participant has committed an act of fraud, is ineligible to hold office for the purposes of Part 2D.6 of the Corporations Act (as relevant) or is found to have acted in a manner that the Board considers to constitute gross misconduct.

Cessation of employment

Subject to the terms of issue, unvested securities issued under the EEIP may lapse on termination of the relevant participant's employment.

No dealing or hedging

Participants in the EEIP must not enter into transactions or arrangements, including by way of derivatives or by entering into similar financial products, which limit the economic risk of holding unvested securities.

Continued operation of the plan

Subject to the ASX Listing Rules, the EEIP may be suspended, terminated or amended at any time by the Board.

Experience Co Limited ACN: 167 320 470

Corporate Directory

Directors:

Kerry (Bob) East Anthony Boucaut Neil Cathie Michelle Cox

John O’Sullivan, Executive Director and CEO Company Secretary: Mark Licciardo Registered Office: Level 5, 89 York Street, Sydney, NSW 2000 Principal Place of Business: Level 5, 89 York Street, Sydney, NSW 2000 Lawyers: Bird & Bird Level 22, MLC Centre, 19 Martin Place Sydney NSW 2000 Auditors: RSM Australia Partners Level 13, 60 Castlereagh Street Sydney NSW 2000 Share Registry: Boardroom Pty Ltd Level 12, 225 George Street Sydney NSW 2000 Bankers: National Australia Bank Limited Level 22, 255 George Street, Sydney NSW 2000

ASX Listing Code: EXP Website: www.experienceco.com

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ONLINE SHAREHOLDERS’ MEETING GUIDE 2021

Attending the AGM virtually

If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

To access the meeting:

Visit web.lumiagm.com/376981675 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Meeting ID: 376-981-675

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 11:00, 27th October 2021

Using the Lumi AGM platform:

ACCESS

The 1[st] page of the platform will ask in what capacity you are joining the meeting.

Shareholders or appointed proxies should select

“Shareholder or Proxyholder”

Guests should select “Guest”

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CREDENTIALS

Shareholders/Proxys

Your username is your Voting Access Code and your password is your Postcode or Country Code , or, for Non-Australian residents, your 3letter country code.

Proxy holders should obtain their log in credentials from the registrar by calling 1300 737 760

Voting Access Code (VAC)

Postcode or Country Code

NAVIGATION

Guests

Please enter your name and email address to be admitted into the meeting.

Please note, guests will not be able to ask questions or vote at the meeting .

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Once successfully authenticated, the home page will appear. You can view meeting instructions,

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Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.

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To reduce the webcast to its original size, select the X at the top of the broadcast window.

VOTING

The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.

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Selecting this tab will open a list of all resolutions and their voting options.

To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.

To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.

There is no need to press a submit or send button. Your vote is automatically counted.

Voting can be performed at any time during the meeting until the Chair closes the poll.

QUESTIONS

Any shareholder or appointed proxy is eligible to ask questions.

If you would like to ask a question. Select the messaging tab.

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Select the “Ask a Question” box and type in your message.

Once you are happy with your message, select the send icon.

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Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.

Received

Asking Audio Questions

Once dialled in you will be asked to enter a meeting ID. Please ensure your webcast is muted before joining the call.

If you are a shareholder or proxy you can ask a verbal question. Dial by your location below: +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia

You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question press 9 to signal the moderator. Once your question has been answered your line will be muted. Feel free to either hang up or stay on the line. For additional questions press 9 to signal the operator

Find your local number: https://boardroommedia.zoom.us/u/acqWmpYciu

Meeting ID: 376-981-675

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 11:00, 27th October 2021

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Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABWAruba AFGAfghanistan AGOAngola AIA Anguilla ALA Aland Islands ALB Albania ANDAndorra ANTNetherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASMAmerican Samoa ATA Antarctica ATF French Southern ATGAntigua & Barbuda AUSAustralia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BENBenin BFA Burkina Faso BGDBangladesh BGR Bulgaria BHRBahrain BHS Bahamas ~~BIH~~ Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOLBolivia BRA Brazil BRBBarbados BRN Brunei Darussalam BTN Bhutan BURBurma BVT Bouvet Island BWABotswana CAF Central African Republic CANCanada CCKCocos (Keeling) Islands CHESwitzerland CHL Chile CHNChina ~~CIV~~ ~~Cote D’ivoire~~ CMRCameroon CODDemocratic Republic of Congo COK Cook Islands COLColombia COMComoros CPV Cape Verde CRI Costa Rica CUBCuba CYMCayman Islands CYP Cyprus CXR~~Christmas Island~~ CZE~~Czech Republic~~ DEU~~Germany~~ DJI Djibouti DMA~~Dominica~~ DNKDenmark DOMDominican Republic	DZAAlgeria ECUEcuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FROFaroe Islands FSMMicronesia GAB Gabon GBR United Kingdom GEOGeorgia GGY Guernsey GHAGhana GIB Gibraltar GIN Guinea GLP Guadeloupe GMBGambia GNBGuinea-Bissau GNQEquatorial Guinea GRCGreece GRDGrenada GRL Greenland GTMGuatemala GUFFrench Guiana GUMGuam GUY Guyana HKG Hong Kong HMDHeard & Mcdonald Islands HNDHonduras HRV Croatia HTI Haiti HUNHungary IDN Indonesia ~~IMN~~ Is~~l~~e O~~f~~Man ~~IND~~ ~~India~~ IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ~~ISM~~ Isle of Man ISL Iceland ISR Israel ITA Italy JAM Jamaica ~~JEY~~ ~~Jersey~~ JOR Jordan ~~JPN~~ ~~Japan~~ KAZKazakhstan KENKenya KGZKyrgyzstan KHMCambodia KIR Kiribati KNA~~S~~t~~Ki~~tts~~A~~n~~d~~ ~~N~~ev~~i~~s KOR Korea Republic of KWTKuwait LAOLaos LBN Lebanon	LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MACMacao MAFSt Martin MARMorocco MCOMonaco MDARepublic Of Moldova MDGMadagascar MDVMaldives MEXMexico MHLMarshall Islands MKDMacedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMRMyanmar MNEMontenegro MNGMongolia MNPNorthern Mariana Islands MOZMozambique MRT Mauritania MSR Montserrat MTQMartinique MUSMauritius MWIMalawi MYS Malaysia MYT Mayotte NAMNamibia NCL New Caledonia NERNiger NFK Norfolk Island NGANigeria NIC Nicaragua NIU Niue NLDNetherlands NORNorway Montenegro NPL Nepal NRUNauru NZL New Zealand OMNOman PAK Pakistan PANPanama PCNPitcairn Islands PER Peru PHL Philippines PLWPalau PNGPapua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of ~~PRT~~ ~~Portugal~~ PRY Paraguay PSE Palestinian Territory Occupied PYF French Polynesia QATQatar REU Reunion	ROURomania
			RUS Russian Federation
			RWARwanda
			SAU Saudi Arabia Kingdom Of
			SDNSudan
			SEN Senegal
			SGPSingapore
			SGS Sth Georgia & Sth Sandwich Isl
			SHNSt Helena
			SJM Svalbard & Jan Mayen
			SLB Solomon Islands
			SCGSerbia & Outlying
			SLE Sierra Leone
			SLV El Salvador
			SMR San Marino
			SOMSomalia
			SPMSt Pierre And Miquelon
			SRB Serbia
			STP Sao Tome And Principe
			SUR Suriname
			SVK Slovakia
			SVN Slovenia
			SWESweden
			SWZSwaziland
			SYC Seychelles
			SYR Syrian Arab Republic
			TCA Turks & Caicos Islands
			TCDChad
			TGOTogo
			THA Thailand
			TJK Tajikistan
			TKL Tokelau
			TKMTurkmenistan
			TLS Timor-Leste
			TMPEast Timor
			TONTonga
			TTO Trinidad & Tobago
			TUNTunisia
			TUR Turkey
			TUV Tuvalu
			TWNTaiwan
			TZA Tanzania United Republic of
			UGAUganda
			UKRUkraine
			UMI United States Minor
			URY Uruguay
			USAUnited States of America
			UZB Uzbekistan
			VNMVietnam
			VUT Vanuatu
			WLFWallis & Futuna
			WSMSamoa
			YEMYemen
			YMDYemen Democratic
			YUGYugoslavia Socialist Fed Rep
			ZAF South Africa
			ZAR Zaire
			ZMBZambia
			ZWEZimbabwe

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All Correspondence to:

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

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:30am (AEDT) on Monday 25 October 2021.

		TO	VOTE ONLINE	BY SMARTPHONE
STEP		1:	VISIThttps://www.votingonline.com.au/expagm2021
STEP		2:	Enter your Postcode OR Country of Residence (if outside Australia)
STEP		3:	Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

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

Appointment of a Second Proxy

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

STEP 3 SIGN THE FORM

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

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

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

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

STEP 4 LODGEMENT

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

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

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

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

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:30am (AEDT) on Monday, 25 October 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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

 Online https://www.votingonline.com.au/expagm2021  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Experience Co Limited ACN 167 320 470

Your Address

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

PROXY FORM

STEP 1 APPOINT A PROXY

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

the Chair of the Meeting (mark box)

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Wednesday, 27 October, 2021 at 11:30am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 3,4,5 & 6, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolutions 3,4,5 & 6 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 3,4,5 & 6). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2

VOTING DIRECTIONS

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

For Against Abstain*

Resolution 1 To re-elect Mr Anthony Boucaut as a Director

Resolution 2 To re-elect Mr Neil Cathie as a Director

Resolution 3 To Adopt the Remuneration Report Resolution 4 Issue of 401,671 Ordinary Shares to Mr. John O’Sullivan, CEO Resolution 5 Issue of 401,671 Service Rights to Mr. John O’Sullivan, CEO

Resolution 6 Issue of 941,058 Performance Rights to Mr. John O’Sullivan, CEO

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STEP 3 SIGNATURE OF SECURITYHOLDERS

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021