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FREELANCER LIMITED — AGM Information 2026
Apr 12, 2026
64924_rns_2026-04-12_24a95649-f8ef-440b-8c26-ce442e3b78d9.pdf
AGM Information
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NOTICE OF ANNUAL GENERAL MEETING | 14 May 2026
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Notice is given that the Annual General Meeting of shareholders of Freelancer Limited (Company) for 2026 will be held at Level 37, Grosvenor Place, 225 George Street, Sydney NSW 2000, on Thursday 14 May 2026 at 4pm (Sydney time) and simultaneously as a virtual meeting.
Agenda
Ordinary Business
Financial Statements and Reports
To consider the financial statements of the Company for the year ended 31 December 2025 together with the Directors’ Declaration, the Directors’ Report, the Remuneration Report and the Independent Auditor’s Report.
Neither the Corporations Act 2001 (Cth) ( Corporations Act ) nor the Company’s Constitution requires shareholders to vote on such reports. However, shareholders may raise questions about the reports at the meeting.
Voting Exclusion Statements
Resolution 1
The Company will, in accordance with sections 250BD and 250R of the Corporations Act, disregard any votes cast on Resolution 1 by or on behalf of a member of the key management personnel of the Company details of whose remuneration are included in the Remuneration Report or a closely related party of such a member (referred to as an Excluded Person) .
However, an Excluded Person may cast a vote provided the vote is not cast on behalf of an Excluded Person and either:
Resolution 1 – Non-Binding Resolution to adopt Remuneration Report
To consider and, if thought fit, to pass the following Resolution as a non-binding ordinary resolution :
“That the Remuneration Report as contained in the Directors’ Report of the Company for the financial year ended 31 December 2025 be adopted.”
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.
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the Excluded Person votes as a proxy by writing that specifies how the Excluded Person is to vote on Resolution 1; or
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the Excluded Person is the Chair of the meeting by proxy and the appointment does not specify the way the Chair is to vote on Resolution 1 and expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.
Shareholders may also choose to direct the Chairperson to vote against Resolution 1 or to abstain from voting.
Resolution 2 – Re-election of Darren Williams as a Director
By order of the Board
To consider and, if thought fit, to pass the following Resolution as an ordinary resolution :
“That Darren Williams who is required to retire under the Company’s Constitution and, being eligible, offers himself for re-election, is re-elected as a Director of the Company.”
Neil Katz
Company Secretary
13 April 2026
Freelancer Limited | ACN 141 959 042 | Registered Office: Level 37, Grosvenor Place, 225 George Street, Sydney NSW 2000, Australia P +61 2 8599 2700 | E [email protected] | www.freelancer.com
NOTICE OF ANNUAL GENERAL MEETING | 14 May 2026
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Glossary
| Glossary | |
|---|---|
| Term | Defnition |
| AGM | means this annual general meeting of the Shareholders of the Company, the subject of this Notice of Meeting. |
| ASX | means ASX Limited (ABN 98 008 624 691) or, as the case requires, the fnancial market known as 'ASX' operated by it. |
| Board | means the board of the Company. |
| Chairperson | means the chairperson of the AGM. |
| Company | means Freelancer Limited (ACN 141 959 042). |
| Corporations Act | means the_Corporations Act 2001_(Cth). |
| Director | means a director of the Company. |
| Group | means the Company and its subsidiaries. |
| Group Company | means a member of the Group. |
| Notice of Meeting |
means this notice of meeting of the 2026 AGM. |
| Resolution | means a resolution being put to Shareholders for approval at the AGM. |
| Shareholder | means a holder of ordinary shares in the issued capital of the Company. |
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of the shareholders of the Company in connection with the business to be conducted at the Annual General Meeting ( AGM ) to be held at Level 37, Grosvenor Place, 225 George Street, Sydney NSW 2000, on Thursday 14 May 2026 at 4pm (Sydney time). The AGM is being held as a hybrid physical and virtual meeting. The AGM can be attended in person, or accessed virtually by sending an email to [email protected] with your Holder’s Name, Address and HIN or SRN and the Company will allocate you a link for the meeting. Shareholders will still be able to raise questions with the chairperson, and vote, by participating in the AGM virtually.
The purpose of this Explanatory Memorandum is to provide information that the Directors believe to be material to shareholders in deciding whether or not to pass the Resolutions in this Notice of AGM.
Your Vote is Important
The business of the AGM affects your shareholding and your vote is important.
Voting at the AGM
You are strongly encouraged to cast your vote by proxy (nominating the Chairperson) in advance of the AGM.
However, if you do not cast your vote by proxy, you will be able to cast your vote in the ordinary course as part of the AGM (whether virtually, or in person).
Proxy Voting and Undirected Proxies
Shareholders may appoint a proxy (including the Chairperson) to vote on their behalf. To vote by proxy, either vote online at the web address below, or complete and sign the enclosed Proxy Form and return by one of the following methods:
| Proxy Form | and return by one of the following methods: |
|---|---|
| Online | https://www.votingonline.com.au/FLN2026AGM |
| Fax | + 61 2 9290 9655 |
| Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia |
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| In Person |
Level 8 210 George Street Sydney NSW 2000 Australia |
You are strongly encouraged to nominate the Chairperson as your proxy to vote your shares to facilitate the efficient running of the AGM.
Proxy Forms must be received not later than 4:00pm (Sydney time) on Tuesday, 12 May 2026. Proxy Forms received later than this time will be invalid.
Shareholder entitlement to vote at the AGM is 7:00pm (Sydney time) on Tuesday, 12 May 2026.
Financial Statements and Reports
In accordance with the Constitution, the business of the AGM will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2025 together with the Directors’ Declaration, the Directors’ Report, the Remuneration Report and the Independent Auditor’s Report.
Resolution 1 – Non-Binding Resolution to adopt Remuneration Report
The Remuneration Report as set out in the 2025 Directors’ Report of the Company, must be put to the vote for its adoption in accordance with section 250R(2) of the Corporations Act. The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.
The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report for the financial year ended 31 December 2025.
Shareholders will be given a reasonable opportunity during the AGM to ask questions about, or make comments on, the Remuneration Report.
Directors’ Recommendation
Acknowledging that each Director has a personal interest in his or her own remuneration as described in the Remuneration Report, the Directors recommend that shareholders vote in favour of Resolution 1.
Freelancer Limited | ACN 141 959 042 | Registered Office: Level 37, Grosvenor Place, 225 George Street, Sydney NSW 2000, Australia P +61 2 8599 2700 | E [email protected] | www.freelancer.com
NOTICE OF ANNUAL GENERAL MEETING | 14 May 2026
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Resolution 2 – Re-election of Darren Williams as a Director
Pursuant to Rule 6.7 of the Company’s Constitution, Darren Williams, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.
The biography of Darren Williams is set out below.
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Non-Executive Director of Company. Was the Chief Technology Officer and Executive Director of the Company until 31 October 2015.
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Extensive experience in computer security, protocols, networking and software. Previously co-founded and was CTO (and subsequently CEO) of Sensory Networks Inc., a vendor of high performance network security processors, which was acquired by Intel Corporation in 2013.
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Previously lectured in Computer Science at the University of Sydney. Author of numerous articles, patents and papers relating to security technology, software and networking.
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Qualifications include first class honours degree in Computer Science and a Ph.D. in Computer Science specialising in computer networking from the University of Sydney.
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Beneficial interest in 10,627,165 fully paid ordinary shares (representing 2.36% of issued capital) as at the date of this Notice.
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Member of the Nomination and Remuneration Committee and Audit Committee.
Directors’ Recommendation
The Directors (with Darren Williams abstaining) recommend that shareholders vote in favour of Resolution 2.
Freelancer Limited | ACN 141 959 042 | Registered Office: Level 37, Grosvenor Place, 225 George Street, Sydney NSW 2000, Australia P +61 2 8599 2700 | E [email protected] | www.freelancer.com
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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 4:00pm (Sydney time) on Tuesday, 12 May 2026.
TO APPOINT A PROXY ONLINE BY SMARTPHONE STEP 1: VISIT https://www.votingonline.com.au/FLN2026AGM 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 before 4:00pm (Sydney time) on Tuesday, 12 May 2026. 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/FLN2026AGM By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia
Attending the Meeting
If you wish to attend the meeting, please bring this form with you to assist registration .
Freelancer Limited ACN 141 959 042
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 Freelancer 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 in-person at Level 37, Grosvenor Place, 225 George Street, Sydney NSW 2000 on Thursday 14 May 2026 at 4pm (Sydney time) and simultaneously as a virtual meeting 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.
The Chair of the Meeting is authorised to exercise undirected proxies on remuneration related matters : If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1 , I/we expressly authorize the Chair of the Meeting to exercise my/our proxy in respect of this Resolution, even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business ( including Resolution 1) . If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.
STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.
For Against Abstain*
Resolution 1 Adoption of the Remuneration Report Resolution 2 Re-Election of Mr Darren Williams as a Director
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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 / / 2026