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FSA GROUP LIMITED AGM Information 2025

Oct 19, 2025

64948_rns_2025-10-19_9bf5ddbc-986d-4b60-92ab-3f17b37ab4f6.pdf

AGM Information

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FSA GROUP LIMITED

ABN 98 093 855 791

NOTICE OF 2025 ANNUAL GENERAL MEETING Explanatory Statement | Proxy form

Time: 2.00pm (Sydney time) Date: Thursday, 20 November 2025 Place: Level 13, 1 Oxford Street, Darlinghurst NSW 2010

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CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions) 4 Explanatory Statement (explaining the proposed resolutions) 5 Glossary 6 Proxy Form Attached IMPORTANT INFORMATION

VENUE AND VOTING INFORMATION

Notice is given that the Annual General Meeting of Shareholders of FSA Group Limited ABN 98 093 855 791 ( Company ) will be held at Level 13, 1 Oxford Street, Darlinghurst NSW 2010 on Thursday 20 November 2025 at 2:00pm (Sydney time).

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

Open your internet browser and go to investor.automic.com.au.

Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.

After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to join the meeting.

Click on “ Join Meeting ” and follow the prompts on screen to register and vote.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing to the Company Secretary at [email protected] at least 48 hours before the AGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

EXPLANATORY STATEMENT

The Explanatory Statement accompanying this Notice provides additional information on matters to be considered at the Meeting. The Important Information, Eligibility to Attend and Vote section, Explanatory Statement and Proxy Form are part of this Notice.

ELIGIBILITY TO ATTEND AND VOTE

The Directors have determined that, pursuant to Regulation 7.11.37 of the Corporations Regulations, the persons eligible to attend and vote at the Meeting as a Shareholder are those who are registered Shareholders at 7.00pm (Sydney time) on Tuesday, 18 November 2025.

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YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING VIRTURALLY AT THE MEETING

Shareholders who wish to vote virtually on the day of the AGM can do so by logging into the Automic shareholder portal.

Open your internet browser and go to investor.automic.com.au

Login using your username and password. If you do not already have an account, click “ Register ” and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform.

After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click “ Register” . Alternatively, select Meetings from the left-hand menu.

Click on “ Join Meeting ” and follow the prompts.

When the Chair of the Meeting declares the poll open, select the “ Voting ” dropdown menu on the right-hand side of your screen.

Select either the “ Full ” or “ Allocate ” option to access your electronic voting card.

Follow the prompts to record your voting direction for each resolution and click “ Submit votes ”. For allocated votes, the number of votes submitted must not exceed your remaining available units. Important : Votes cannot be amended once submitted.

For further information on the live voting process please see the Registration and Voting Guide at - https://www.automicgroup.com.au/virtual agms/

It is recommended that Shareholders wishing to attend the Meeting log in from 15 to 30 minutes prior to the scheduled start time.

VOTING BY PROXY

Shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods:

Online Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the
instructions:
Login to the Automic website using the holding details as shown on the Proxy Form. Click on
"View Meetings" - "Note". To use the online lodgement facility, Shareholders will need their
holder number (Security holder Reference Number (SRN) or Holder Identification Number (HIN))
as shown on the front of the Proxy Form.
For further information on the online proxy lodgement process please see theOnline Proxy
Lodgement Guideathttps://www.automicgroup.com.au/wp-content/uploads/2020/09/Online-
Proxy-Lodgment-web.pdf
ByPost Automic,GPO Box 5193,SydneyNSW 2001
Byhand Automic,Level 5,126 PhilipStreet,SydneyNSW 2000

Your Proxy Form must be received no later than 48 hours before the commencement of the Meeting. Proxy Forms received after this time will be invalid .

Appointment of a proxy

In accordance with section 249L of the Corporations Act and the Constitution, Shareholders entitled to vote are notified that:

(a) Each Shareholder has the right to appoint an individual or body corporate as a proxy.

  • (b) The proxy need not be a Shareholder of the Company.

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  • (c) If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the Meeting.

Proxy vote if appoint two proxies

A Shareholder who is entitled to cast two or more votes may appoint up to two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes that the proxy may exercise, in accordance with section 249X(3) of the Corporations Act and the Constitution, on a poll each proxy may exercise one-half of the votes.

Proxy vote if appointment specifies way to vote

Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

  • (a) if the proxy is the Chair – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

  • (b) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as directed.

Transfer of non-Chair proxy in certain circumstances

Section 250BC of the Corporations Act provides that, if:

  • (c) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Shareholders;

  • (d) the appointed proxy is not the Chair of the meeting;

  • (e) at the meeting, a poll is duly demanded on the resolution; and

  • (f) either of the following applies:

  • the proxy is not recorded as attending the meeting; or

  • the proxy does not vote on the resolution,

the Chair is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the Meeting.

IMPORTANT: If you appoint the Chair as your proxy, or the Chair becomes your proxy by default, and you do not direct your proxy how to vote on Resolution 1, by submitting the proxy form you will be expressly authorising the Chair to exercise your proxy on Resolution 1, even though the resolutions are connected, directly or indirectly, with the remuneration of the Key Management Personnel.

Restrictions on proxy voting for resolutions relating to remuneration matters

Section 250R of the Corporations Act provides that Key Management Personnel and their Closely Related Parties can only exercise a vote as a proxy on the resolution relating to the adoption of the Remuneration Report if specific conditions are satisfied. Please refer to the Voting Exclusion Statement for Resolution 1 in the Notice for more details.

Power of Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 2:00pm (Sydney time) on Wednesday, 20 November 2025, being 48 hours before the Meeting.

Corporate Representatives

A body corporate that is a Shareholder, or that has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Meeting a properly executed letter or other document confirming its authority to act as the company’s representative.

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and Auditor’s Report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Directors’ Report for the year ended 30 June 2025.”

Voting Exclusion Statement:

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

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

  • (b) a Closely Related Party of such a Key Management Personnel (including close family members and companies the Key Management Personnel controls).

However, a person 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 the:

  • (a) proxy appointment is in writing that specifies the way the proxy is to vote (for example, for, against, abstain) on the Resolution; or

  • (b) vote is cast by the Chair of the Meeting and the appointment of the Chair as proxy;

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

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

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – TIM ODILLO MAHER

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

“That, for the purposes of Article 38.1 of the Constitution and for all other purposes, Tim Odillo Maher, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – ADOPTION OF AMENDED LONG TERM INCENTIVE PLAN

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

“That for the purposes of Part 2J.1 of the Corporations Act and Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the amendment and operation of the existing Incentive Plan and that the issue of Incentive Rights under the Long Term Incentive Plan ( Incentive Plan) on the terms and conditions as set out in the Explanatory Memorandum within three (3) years from the date of this resolution be an exception to Listing Rules 7.1 and 7.1A and 10.11.”

Voting Exclusion Statement

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

  • (a) an Eligible Participant;

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  • (b) an associate of an Eligible Participant; and

  • (c) a person who is eligible to participate in the Incentive Plan.

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

  • (a) 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

  • (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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

  • 1) 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

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

Voting Prohibition Statement – Resolution 3, section 250BD of the Corporations Act:

As Resolution 3 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company, pursuant to section 250BD of the Corporations Act, a person must not cast a vote, and the Company will disregard any votes cast on Resolution 3 by:

  • (a) any member of the Key Management Personnel of the Company (or, if the Company is a consolidated entity, for the entity); or

  • (b) a Closely Related Party of such Key Management Personnel (or, if the Company is a consolidated entity, for the entity),

who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on Resolution 3.

However, the Company need not disregard a vote on Resolution 3 if it is cast by the person Chairing the meeting as proxy for a person who is entitled to vote and the Shareholder expressly authorises the person Chairing the meeting to exercise the proxy even if Resolution 3 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

4. RESOLUTION 4 – ISSUE OF LTIs TO CELLINA CHEN

That subject to the passing of Resolution 3, to consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That in accordance with Listing Rule 10.14, Sections 200B and 200E of the Corporations Act and for all other purposes, the Company be authorised to issue 825,000 Incentive Rights to Ms Cellina Chen (or her nominee) in accordance with the terms of the Long Term Incentive Plan on the basis and otherwise upon the terms and conditions described in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

  • (d) Ms Chen; and

  • (e) an associate of Ms Chen.

  • (f) a person who is eligible to participate in the Incentive Plan.

However, this does not apply to a vote cast in favour of Resolution 4 by:

  • (a) 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

  • (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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

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  • 3) 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

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

5. GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

Specific comments relating to the Resolutions are set out in the Explanatory Statement.

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By order of the Board

Cellina Chen

Company Secretary

20 October 2025

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with the information that is reasonably required by Shareholders to decide how to vote on the Resolutions.

Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote in favour of all of the Resolutions. The Chair intends to vote all available undirected proxies in favour of each Resolution.

Resolution 1, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

Resolutions 2-4 are Ordinary Resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and Auditor’s Report.

The Company will not provide a hard copy of the Annual Financial Report to Shareholders unless specifically requested to do so. The Annual Financial Report is available on its website at www.fsagroup.com.au.

No voting is required for this item.

Questions and comments

Following consideration of the Annual Financial Report, the Chair will give Shareholders a reasonable opportunity to ask questions.

The Chair will also give Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

  • (a) the conduct of the audit;

  • (b) the preparation and content of the independent Auditor’s Report;

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

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

The Chair will also give the Auditor a reasonable opportunity to answer written questions submitted by Shareholders that are relevant to the content of the independent Auditor’s Report or the conduct of the audit. A list of relevant written questions submitted by Shareholders will be made available at the start of the Meeting and any written answer tabled by the Auditor at the Meeting will be made available as soon as practicable after the Meeting.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

Section 250R(2) of the Corporations Act requires that at a listed company’s annual general meeting, the section of the directors’ report dealing with the remuneration of key management personnel be put to the vote of Shareholders for adoption by way of a non-binding vote.

The Remuneration Report is part of the Directors’ Report contained from page 21 of the 2025 Annual Report and is available on the Company’s website at www.fsagroup.com.au.

The Remuneration Report, among other things:

  • (g) explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the consolidated entity;

  • (h) explains the relationship between the Board’s remuneration policy and the Company’s performance;

  • (i) sets out remuneration details for each Key Management Personnel of the consolidated entity

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including details of performance related remuneration and options granted as part of remuneration; and

  • (j) details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

Following consideration of the Remuneration Report, the Chair will give Shareholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report. A resolution that the Remuneration Report be adopted will then be put to the vote. The vote on this Resolution is advisory only and does not bind the Directors. However, the Board will take the outcome into account in setting remuneration policy for future years.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this Resolution.

2.2 Voting Exclusion Statement

Please refer to the Voting Exclusion Statement for Resolution 1 in the Notice for the voting exclusions that apply to this Resolution. Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the Chairperson and counted in favour of the resolutions the subject of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – TIM ODILLO MAHER

The Company’s Constitution requires that at the Annual General Meeting in every year, one third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest one third (rounded upwards in the case of doubt) shall retire from office, provided always that no Director (except a Managing Director/Executive Director) shall hold office for a period in excess of three years, or until the third Annual General Meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires by rotation under the Constitution is eligible for re-election.

Accordingly, Tim Odillo Maher retires in accordance with the Constitution and, being eligible, offers himself for re-election as an Executive Director.

Experience and Expertise

Mr Odillo Maher was appointed on 30 July 2002.

Mr Odillo Maher holds a Bachelor of Business Degree (majoring in Accounting and Finance) from the Australian Catholic University and is a Certified Practising Accountant.

The Directors (with Tim Odillo Maher being excluded) recommend that you vote in favour of this Ordinary Resolution.

4. RESOLUTION 3 – ADOPTION OF AMENDED LONG TERM INCENTIVE PLAN

Background

Shareholder approval is being sought to adopt an amended employee incentive scheme entitled “FSA Group Limited Long Term Incentive Plan” ( Incentive Plan ) as set out in Annexure A. The Incentive Plan allows for the issue of performance rights, options or shares in the Company (each a type of Incentive Right ), or potentially a combination of each of them.

The Board proposes to issue Incentive Rights as determined by the Board from time to time under the Incentive Plan.

The Incentive Plan has been previously adopted by the Board and its operation, to issue Incentive Rights to eligible participants, was approved at the 2021 AGM. The Board is seeking, subject to shareholder approval to expand eligible participants to include executive directors and is seeking, under Resolution 4 to issue Incentive Rights to Ms Cellina Chen, an executive director of the Company.

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The Incentive Rights issued under the Incentive Plan will be used to attract, motivate and retain eligible participants and to provide them with an incentive to deliver growth and value to all Shareholders. The Incentive Rights will also be used to attract and retain executive directors in a market place that is experiencing increased competition for talented directors who bring value to the Board and the Company.

Under the Incentive Plan, the Board may offer eligible participants the opportunity to subscribe for such number of Incentive Rights in the Company as the Board may decide, on the terms and conditions set out in the rules of the Incentive Plan and the invitation letter given to the proposed participant.

ASX Listing Rules

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount 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.

Listing Rule 7.2 (exception 13(b)) provides an exception to Listing Rule 7.1 for securities issued under an employee incentive scheme within 3 years of shareholder approval of the scheme. The Company therefore seeks approval of the Incentive Plan for the purposes of ASX Listing Rule 7.2 (exception 13(b)) so that issues of securities under the Incentive Plan do not impede the capacity of the Company to issue up to a further 15% of its capital without shareholder approval.

If this Resolution is approved by Shareholders, for all purposes under the Corporations Act and the ASX Listing Rules, including ASX Listing Rule 7.2 (exception 13(b)), it will have the effect of enabling the equity securities issued by the Company under the Incentive Plan to be automatically excluded from the formula to calculate the number of securities which the Company may issue in any 12 month period using Listing Rule 7.1 (15% capacity) during the next three year period.

The Company advises that Shareholder approval for the Incentive Plan has been previously sought from Shareholders under ASX Listing Rule 7.2 (exception 13(b)) at the Company’s 2021 AGM. For the purpose of this exception, Incentive Rights may be issued within a three year period following the 2021 shareholder approval; which has now lapsed. If this Resolution is approved by Shareholders, the Company may issue up to a maximum of 5% of the current Shares on issue (up to a maximum of 6,238,084 Shares), of Incentive Rights under the Incentive Plan during the three year period following approval (for the purposes of exception 13) subject to any lesser limitation that may need to be applied to comply with law.

If Resolution 3 is not passed by Shareholders, then the Board will still adopt the Incentive Plan as an incentive scheme of the Company, however any securities issued under the Incentive Plan in this circumstance will use the placement capacity available to the Company under the ASX Listing Rules.

Notwithstanding if Shareholders pass, or do not pass, Resolution 3, any issues of securities to Directors and other related parties would continue to require shareholder approval under Chapter 10 of the ASX Listing Rules. The issue of Incentive Rights to Cellina Chen, the subject of Resolution 4 is subject to shareholder approval of Resolution 3 and Resolution 4.

Incentive Rights may also be granted under the Incentive Plan to non-related parties such as the Chief Executive Officer, Chief Financial Officer and other senior managers and employees under the Incentive Plan, as determined by the Board from time to time.

Shareholder loans

The Board may, in its discretion, also determine that the Company may provide limited recourse loans to participants to use to pay the subscription price for the purchase of Shares under the Incentive Plan ( Loan ).

Permit the Company to take security over its own Shares

Section 259B(1) of the Corporations Act prohibits a company taking security over shares in itself or in a company that controls it, unless one of the exceptions in subsections 259B(2) or 259(3) applies. Section 259B(2) of the

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Corporations Act permits the taking of security by a company over its own shares, if the security is taken over shares issued under an employee share scheme approved at a meeting of shareholders.

Employee share scheme is defined widely by the Corporations Act and includes the Incentive Plan.

Accordingly, Shareholder approval is being sought under this Resolution to approve the Incentive Plan in order for the Company to take security over its own Shares issued under the Incentive Plan if required to do so.

Exemption for financial assistance

Section 260A of the Corporations Act provides that a company may financially assist a person to acquire shares in the company or a holding company of the company only if:

  • (a) giving of the assistance does not materially prejudice the interests of the company or its shareholders, or the company’s ability to pay its creditors;

  • (b) the assistance is approved by shareholders under section 260B of the Corporations Act; or

  • (c) the assistance is exempted under section 260C of the Corporations Act.

Section 260C(4) of the Corporations Act provides an exemption to financial assistance, if the financial assistance is given under an employee share scheme approved at a meeting of shareholders via an Ordinary Resolution.

As noted above and set out in Annexure A, the terms of the Incentive Plan allows the Board in its discretion to approve the giving of financial assistance by the Company to eligible and invited participants in the form of interest free, limited recourse loans to acquire Shares in the Company. A copy of the Incentive Plan is available at http://www.fsagroup.com.au/welcome/corporate-governance/.

Although the Board does not consider that the giving of financial benefit under the Incentive Plan will materially prejudice the interests of the Company or its Shareholders, or the Company’s ability to pay its creditors, Shareholder approval is being sought under this Resolution to enable the Company to qualify for the special exemption offered by section 260C(4) of the Corporations Act.

Employee share scheme buy-back

Section 257B(1) of the Corporations Act sets out the procedure for various forms of share buy-back, including an “employee share scheme buy-back”. In order for the Company to undertake a buy-back of Shares under the Incentive Plan using the employee share scheme buy-back procedure under the Corporations Act, the Incentive Plan must be approved by Shareholders of the Company.

Accordingly, Shareholder approval is being sought under this Resolution to approve the Incentive Plan in order for the Company to undertake a buy-back of Shares under the Incentive Plan using the employee share scheme buy-back procedure under the Corporations Act.

If Shareholders approve Resolution 3, that approval is only available to the extent that:

  • (d) any issue of Incentive Rights under the Incentive Plan does not exceed the maximum number of securities proposed to be issued as set out in this Notice; and

  • (e) there is no material change to the terms of the Incentive Plan.

Directors Recommendation

The Board of Directors have not made a recommendation in relation to this Resolution, as non-executive directors are able to participate in the Incentive Plan, noting that any participation would be subject to separate approval by Shareholders.

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5. RESOLUTION 4 – APPROVAL TO ISSUE LTIs TO CELLINA CHEN

Background

Mrs Cellina Chen was appointed an Executive Director of the Company on 24 November 2022.

Ms Chen holds a Master of Commerce Degree (majoring in Accounting and Finance) from the University of Sydney and is a Fellow of CPA Australia. Ms Chen has also completed the Australian Institute of Company Directors courses and holds a Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia. Ms Chen joined the Company in 2001 and is the Company Secretary, Chief Financial Officer and Executive Director.

In accordance with the terms of her employment agreement, Ms Chen is entitled to participate in the Company’s Long Term Incentive Plan. The Board proposes to issue 825,000 Incentive Rights (and subsequent Shares on the Incentive Rights vesting) to Ms Chen (or her nominee) subject to the approval of shareholders.

Key Terms of the LTIs

The Incentive Rights are to be granted pursuant to the Long Term Incentive Plan ( Incentive Plan ), as summarised in the Explanatory Memorandum in relation to Resolution 3 and Annexure A. The Number of Shares will be 825,000 Incentive Rights and, on vesting, will then issue of 825,000 ordinary Shares. The Shares will be issued at a subscription price of $1.60 per Share ( Subscription Price ).

The Shares will be issued within 10 business days from the Company’s Accounts Lodgement Date subject to the Basic Earnings Per Share (cents) Outcome ( EPS ) being achieved. Termination date is the date which is 5 years from the Issue Date.

EPS is calculated as the Total profit and comprehensive income for the year (or half year) attributable to members of the parent of FSA Group Limited and its subsidiaries on a consolidated basis, as determined in accordance with the Accounting Standards, divided by the weighted average number of ordinary shares used in calculating basic earnings per share.

EPS Outcome means for the:

  • (a) half year accounts (period July to December), an EPS greater than 8.00 cents per share; or

  • (b) second half year accounts (period January to June), an EPS greater than 8.00 cents per share; or

  • (c) full year accounts (period July to June), an EPS greater than 16.00 cents per share.

The EPS Outcome shall be deemed to have been achieved upon the occurrence of any one of the above conditions occurring on or before 30 June 2028.

Shares issued under the Incentive Plan will be by way of a Loan secured over the Shares, formalised under a Loan Agreement and Security Deed. There will be no interest charged on the Loan and the duration of the loan is from the Issue Date until the Termination Date. The Loan will be subject to the following Repayment terms:

  • (a) Ms Chen must repay the Amount Outstanding of the Loan in full, without deduction or set-off to the Company within 180 days from the end of the Termination Date.

  • (b) Any dividends received from the Shares or Restricted Shares, at Ms Chen’s election may be paid and applied to repayment of the Loan; and

  • (c) Any sale proceeds arising from the sale of Shares (excluding up to 50% of any capital gain made on the Shares) must be paid and applied to repayment of the Loan.

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The Shares will be Restricted Shares for the Restriction Period. Ms Chen must not Dispose of any Shares while they are Restricted Shares.

The Restriction Period is as follows:

  • (a) For 50% of the Shares, the date which is 3 years from the Issue Date;

  • (b) For 25% of the Shares, the date which is 4 years from the Issue Date;

  • (c) For 25% of the Shares, the date which is 5 years from the Issue Date.

In the event of a takeover bid, scheme of arrangement or otherwise is publicly announced in relation to the Company which the Board reasonably believes may lead to a change of control of the Company (as defined in the Incentive Plan), the Board may in its absolute discretion determine that the performance conditions attaching to the Incentive Rights have been satisfied on a pro-rata basis over the period since the grant date and therefore a proportion (as determined by the Board) of the Incentive Rights will vest.

In the event of a compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company, the Board may, in its absolute discretion, vest all or a specified number of the Incentive Rights where the Board is satisfied that the performance conditions applicable to those Incentive Rights have been satisfied on a pro-rata basis over the period since the grant date.

The Company will not apply for official quotation by ASX of any Incentive Rights. The Incentive Rights will not be transferable except to a legal personal representative of Ms Chen, in the event of her death or permanent disability.

The Company will issue Shares to Ms Chen (or her nominee) as soon as practicable after the vesting of Incentive Rights and payment of the Subscription Price. The Shares allotted will be of the same class and will rank equally with all other issued Shares in the Company at the date of issue. The Company will apply for listing of the new Shares on ASX within the period required by the ASX Listing Rules.

If the Company reorganises its capital, Incentive Rights on issue will also be reorganised in accordance with the ASX Listing Rules, such that Ms Chen does not receive a benefit that holders of ordinary shares do not receive.

There are no participating rights or entitlements inherent in the Incentive Rights and Ms Chen will not be entitled as a result of holding Incentive Rights to vote at meetings of shareholders, receive dividends or participate in surplus profits or assets of the Company upon a winding up or participate in new issues of securities offered to shareholders.

ASX Listing Rule 10.14

ASX Listing Rule 10.14 states that a listed company must not permit a director to acquire securities under an employee Incentive Plan ( Incentive Plan ) without the approval of shareholders by ordinary resolution. Ms Chen is a director of the Company. Accordingly, Shareholder approval is being sought under ASX Listing Rule 10.14 for the issue of Shares under the employee Incentive Plan ( Incentive Rights ) to Ms Chen.

The following information is provided to shareholders for the purposes of Listing Rule 10.15 and 10.14.1:

  • (a) the Incentive Rights will be issued to Mrs Cellina Chen (or her nominee);

  • (b) Ms Chen falls under Listing Rule 10.14.1 because she is an executive director of the Company;

  • (c) the total current remuneration package of Ms Chen is $588,648 and consists of:

  • a. $408,174 (inclusive of superannuation) – fixed annual remuneration (FAR);

  • b. Cash bonus totalling $150,000; and

  • c. Non-cash benefits totalling $30,474;

  • (d) the number of Incentive Rights to be issued under the Incentive Plan for which approval is sought is

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825,000 Incentive Rights and, on vested a maximum of 825,000 fully paid ordinary Shares;.

  • (e) the Incentive Rights will be issued for nil consideration. The Shares, on vesting, are issued at the Subscription Price of $1.60 per Share;

  • (f) On payment of the Subscription Price the Shares will be issued to Ms Chen (or her nominee);

  • (g) the Company is proposing to issue the Incentive Rights to Ms Chen (rather than any other security such as ordinary fully paid shares) to align Ms Chen’s remuneration to the performance of the Company (in the form of earnings per Share) in her role as Chief Financial Officer of the Company;

  • (h) the Incentive Rights also provide a cost-effective way for the Company to remunerate Ms Chen which will allow the Company to retain and spend a greater proportion of its cash reserves on its operations than it would if the alternative cash forms of remuneration were provide to Ms Chen;

  • (i) the value of the Incentive Rights as at the date of the Notice of Meeting in aggregate is $14,783; Ms Chen had previously received 1,250,000 ordinary shares under the 2021 long term Incentive Plan at an Subscription Price of $1.04 per Share;

  • (j) details of any Incentive Rights issued under the scheme will be published in the annual report of the entity relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;

  • (k) any additional personnel who become entitled to participate in the issue of securities under the Incentive Plan after the resolution is approved and who were not named in the Notice of Meeting will not participate until shareholder approval is obtained, if required, under ASX Listing Rule 10.14;

  • (l) the Incentive Rights will be issued no later than three years after the date of the Meeting; and

  • (m) a voting exclusion statement is included in the Notice of Meeting.

ASX Listing Rule 7.1

If Shareholders approve Resolution 4 pursuant to ASX Listing Rule 10.14, then approval is not required for the purposes of ASX Listing Rule 7.1. Accordingly, if Resolution 4 is approved and the 825,000 Incentive Rights are issued and on vesting, 825,000 Shares are issued, these will not be included in the calculation of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Corporations Act – Chapter 2E

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a Related Party of the Company (which includes a director) unless either:

  • (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

  • (b) shareholder approval is obtained to the giving of the financial benefit.

The proposed issue of Incentive Rights by the Company to Ms Chen constitutes the giving of a financial benefit to a Related Party of the Company.

However, the directors (other than Ms Chen) have determined that the proposed issue of Incentive Rights constitutes reasonable remuneration given the circumstances of the Company and the position held by Ms Chen. Accordingly, the proposed issue of Incentive Rights to Ms Chen falls within the “reasonable remuneration” exception set out in Section 211 of the Corporations Act so that shareholder approval is not required for the purposes of Chapter 2E of the Corporations Act.

Corporations Act – Sections 200B and 200E

The Corporations Act restricts the benefits that can be given to persons who hold a “managerial or executive office” (as defined in the Corporations Act) on leaving their employment with the Company or any of its related bodies corporate.

Under Sections 200B and 200E of the Corporations Act, a company may only give a person a benefit in

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connection with them ceasing to hold a managerial or executive office if the benefit is approved by shareholders or an exemption applies.

The term “benefit” has a wide meaning and may include benefits resulting from the Board exercising certain discretions under the terms of Ms Chen’ long term incentive entitlements, including the discretion to determine the accelerated vesting or automatic vesting of Incentive Rights in certain circumstances (as summarised in the Explanatory Memorandum in relation to Resolution 4).

Under the terms of the Incentive Plan, she may become entitled to accelerated vesting or automatic vesting of shares if there is a change of control of the Company or upon cessation of employment in circumstances where the holder dies, is of ill health or as otherwise determined by the Board. Accordingly, shareholder approval is sought for Ms Chen to be given any such benefit in connection with her retirement from office or employment with the Company if that occurs within 3 years of the date of this Meeting.

The value of the benefit will depend on the number of shares that may vest and the market value of the shares at the time of cessation of employment.

Directors’ recommendation

Each of the Directors (excluding Cellina Chen) believes that the approval in relation to the issue of the Incentive Rights to Cellina Chen is in the best interests of Shareholders as a whole. The Directors (excluding Cellina Chen) recommend that you vote in favour of Resolution 4 and each of the Directors (excluding Cellina Chen) intends to vote any Shares they own in favour of Resolution 4.

The Chairman of the meeting intends to vote all available proxies in favour of Resolution 4.

GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires.

Board means the board of Directors of the Company.

Chair means the Chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel has the meaning given in the Corporations Act from time to time and as at the date of this Notice means:

  • (a) a spouse or child of the member;

  • (b) a child of the member’s spouse;

  • (c) a dependant of the member or the member’s spouse;

  • (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

  • (e) a company the member controls; or

  • (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means FSA Group Ltd ABN 98 093 855 791.

Constitution means the current constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Explanatory Statement means the Explanatory Statement contained in this Notice.

Key Management Personnel has the definition given in the Accounting Standard AASB 124 Related Party Disclosure from time to time and as at the date of this Notice means ‘those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity’.

Listing Rules means the listing rules of the ASX.

Meeting means the Annual General Meeting of the Company to be held on 20 November 2025.

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Notice means this notice of meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of Shareholders.

Remuneration Report means the Remuneration Report set out in the Directors’ Report for the year ended 30 June 2025.

Resolution means a resolution to be proposed at the Meeting.

Share means a fully paid share in the capital of the Company.

Shareholder means a shareholder of the Company.

Any inquiries in relation to the Resolutions or the Explanatory Statement should be directed to Cellina Z. Chen (Company Secretary):

FSA Group Limited Postal address: Locked Bag 29, Australia Square NSW 1215

Ph: (02) 8985 5102 Fax: (02) 8985 5356 Email: [email protected]

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Annexure A – Summary of Incentive Plan

Approval The Incentive Plan was originally approved by the Board on 18 October 2021.
Amendment The Board is seeking to amend the Incentive Plan to include executive directors as
eligible participants. Any issue of securities to any director under the Incentive Plan
would still require shareholder approval despite this amendment.
Securities The Incentive Plan provides the Company with the ability to grant Incentive Securities
(each anAward). An Award is an entitlement to receive a Share upon satisfaction of
the applicable vesting or exercise conditions, the exercise (or deemed exercise) of the
Award and the payment of an exercise price (if applicable).
Grants and
eligibility
Awards may be granted under the Incentive Plan to Eligible Participants from time to
time in the discretion of the Board.
The Company expects, but is not obliged, to make offers in accordance with_ASIC Class_
Order 14/1000: Employee Incentive Schemes: Listed Bodies
If the Board permits, Eligible Participants will be able to nominate another party
(Nominated Affiliate) to receive their grant of Awards under the Incentive Plan.
Issue Price No payment is required for a grant of an Award unless the Board determines
otherwise.
Vesting & Exercise
of Awards
Awards will vest if, and to the extent that, any applicable performance, service or
other vesting conditions specified at the time of the grant (Vesting Conditions) are
satisfied or waived and the Company has given the Eligible Participant a vesting notice.
Awards will be exercised if, and to the extent that, any applicable exercise conditions
are satisfied at the time of the grant (Exercise Conditions) are satisfied or waived and
the Company has given the participant a confirmation notice. If no Exercise Conditions
apply to a grant of Awards, a vesting notice will be deemed to also be a confirmation
notice.
Exercise Price As a condition of the grant of Awards, the Board may require an Eligible Participant to
pay an exercise price to exercise those Awards.
Issue, allocation
or acquisition of
Shares
Shares to be delivered to Eligible Participants upon the exercise of vested Awards may
be issued by the Company, acquired on or off market and transferred and/or allocated
within an employee share trust.
The Company may, but is not obliged to, limit the manner in which it delivers Shares
to a participant that has exercised an Award.
For example, to obtain the benefit of Listing Rule 10.16, the Company may limit itself
to only sourcing Shares on-market to fulfil particular vested Awards.
Equity or cash
settlement
The Incentive Plan has the flexibility for vested Awards to be either equity or cash
settled. Cash settlement will only be available if the Company sets out in the terms
and conditions of an invitation to participate in the Incentive Plan that cash settlement
is available.
Expiry Date Awards will be issued with an expiry date. Awards cannot have an expiry date longer
than 5 years from their date of issue. If no date is specified, the expiry date will be the
business day prior to the five year anniversary of the date of the grant.
Restriction on the
size of the
Incentive Plan
The Incentive Plan restricts the grant of Awards by the Company being if:
-the number of Shares that had been previously been issued, allocated or
transferred under the Incentive Plan;
-the number of Shares that would be issued, allocated or transferred where all
outstanding Awards granted under the Incentive Plan at the relevant time to result
in the issue, allocation or transfer of Shares,

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would exceed 5% of the entire issued share capital of the Company at the relevant
time.
Terms and
conditions
The Board has the absolute discretion to determine the terms and conditions
(including in relation to vesting, exercise, forfeiture, disposal and pricing) on which it
will make offers under the Incentive Plan and it may set different terms and conditions
for different participants in the Incentive Plan.
Voting and
dividend rights
Unless the invitation provides otherwise, Awards will not carry any voting or dividend
rights and Eligible Participants will not, by virtue of holding an Award, be entitled to
participate in a rights issue undertaken by the Company.
Quotation Awards will not be quoted on the ASX.
The Company will apply in accordance with the Listing Rules for official quotation of
any Shares issued to an Eligible Participant under the Incentive Plan.
Change of Control
Event
If a Change of Control Event in relation to the Company occurs or is likely to occur (as
determined by the Board):
-all of an Eligible Participant’s unvested Awards will automatically vest; and
-the Board may in its absolute discretion determine the manner in which any or all
of an Eligible Participant’s Awards (including Awards which vest as a result of the
occurrence or likely occurrence of the relevant Change of Control Event) will be
dealt with.
Employee Share
Trust
The Company may operate an employee share trust in conjunction with the Incentive
Plan. Participants that have Shares held in an employee share trust on an allocated
basis are entitled to dividends paid on those Shares and to instruct the trustee how to
exercise votes attaching to those Shares.
No transfer and
no hedging
Subject to applicable laws and the Listing Rules, without the prior approval of the
Board:
-Awards may not be sold, assigned, transferred, encumbered or otherwise dealt
with other than in accordance with the Rules and the relevant invitation; and
-Participants may not enter into any arrangement which hedges or otherwise affects
the participant’s economic exposure to the Awards granted to them under the
Incentive Plan.
Loan The Company may make an advance to an Eligible Participant to assist the Eligible
Participant in the acquisition of Awards. Any invitation will including the term of the
advance, the interest rate charged (if any) and whether a Security Interest will be
provided.
Cessation of
Employment
Unless the invitation provides otherwise, if a Participant becomes a Good Leaver they
will retain all of their vested Awards and all of their unvested Awards will
automatically vest and the Participant may retain those Awards.
If a Participant becomes a Leaver and is not also a Good Leaver they will retain all of
their vested Awards and all of their unvested Awards will be forfeited on a date
determined by the Board unless the Board determines otherwise.
Other terms The Incentive Plan contains customary and usual terms having regard to Australian law
and the ASX Listing Rules for dealing with the administration, variation and
termination of the Incentive Plan (including in relation to the treatment of Awards in
the event of a reorganisation of the Company’s share capital structure or a bonus
Share issue).

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

FSA Group Limited | ABN 98 093 855 791

Your proxy voting instruction must be received by 2:00pm (AEDT) on Tuesday, 18 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is
incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor
portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their
broker of any changes.
STEP 1 - APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the
Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking 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 SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy
Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a
percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms
together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual:Where the holding is in one name, the Shareholder must sign.
Joint holding:Where the holding is in more than one name, all Shareholders should sign.
Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a
certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which
indicates the office held by you.
Email Address:Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company
electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual
Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate
Representative’ should be produced prior to admission. A form may be obtained from the Company’s share
registry online at https://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to
appoint a proxy at
https://investor.automic.com.au/#/loginsahor
scan the QR code below using your
smartphone
Login & Click on ‘Meetings’. Use the
Holder Number as shown at the top of
this Proxy Voting Form.
BY MAIL:
Automic
GPO Box 5193
Sydney NSW 2001
IN PERSON:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
BY EMAIL:
[email protected]
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic:
WEBSITE:
https://automicgroup.com.au
PHONE:
1300 288 664 (Within Australia)
+61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

VIRTUAL PARTICIPATION AT THE MEETING:

STEP 1 - How to vote STEP 1 - How to vote STEP 1 - How to vote
APPOINT A PROXY: VIRTUAL PARTICIPATION AT THE MEETING:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of FSA Group
Limited, to be held virtually at2:00pm (AEDT) on Thursday, 20 November 2025 and physically
at Level 13, 1 Oxford Street, Darlinghurst NSW 2010hereby:
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as
your proxy, please write in the box provided below the name of the person or body corporate you
are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or
the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have
been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is
entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising
the Chair to vote in accordance with the Chair’s voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED
RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy
by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except
where I/we have indicated a different voting intention below) even though Resolution 1 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which
includes the Chair.
The Company is pleased to provide
shareholders with the opportunity to attend and
participate in a virtual Meeting through an online
meeting platform powered by Automic, where
shareholders will be able to watch, listen, and
vote online.
To access the virtual meeting:
Open your internet browser and go to
investor.automic.com.au
1.
Login with your username and password or
click“register”if you haven’t already created
an account.Shareholders are encouraged to
create an account prior to the start of the
meeting to ensure there is no delay in
attending the virtual meeting
2.
Further information on how to do this is set out in
the Notice of Meeting. The Explanatory Notes
that accompany and form part of the Notice of
Meeting describe the various matters to be
considered.

STEP 2 - Your voting direction

Resolutions For For Against Against Against Abstain Abstain
1
ADOPTION OF REMUNERATION
REPORT
2
RE-ELECTION OF DIRECTOR –
TIM ODILLO MAHER
3
ADOPTION OF AMENDED
LONG TERM INCENTIVE PLAN
4
ISSUE OF LTIs TO CELINA
CHEN
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).