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I SYNERGY GROUP LIMITED — Proxy Solicitation & Information Statement 2026
Jan 1, 2026
65143_rns_2026-01-01_ab47e13b-3425-4b2d-943e-ecb5a983796d.pdf
Proxy Solicitation & Information Statement
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2 January 2026
– RE: I Synergy Group Limited Notice of Extraordinary General Meeting
Dear Shareholder,
The Board of I Synergy Group Limited ACN 613 927 361 (ASX: IS3) (the Company ) advises shareholders it will be convening a General Meeting ( Meeting ) at 1:00pm Australian Eastern Daylight Time ( AEDT ) on Monday, 2 February 2026. The Meeting will be held as a virtual meeting to encourage greater shareholder participation. Registration details are contained in the Notice of Meeting.
Shareholders are strongly encouraged to lodge their proxy votes by 1:00pm AEDT on Saturday, 31 January 2026 ( Proxy Deadline ) and in accordance with the instructions set out on the Proxy Form that accompanies this letter.
In accordance with section 110D of the Corporations Act 2001 (Cth) (as inserted by the Corporations Amendment (Meetings and Documents) Act 2022 (Cth)), the Company will not be dispatching physical copies of the Notice of Meeting and Explanatory Statement ( Notice ), instead a copy of the Notice is available for download from:
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The Company’s share registry, Automic;
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The IS3 Company Information page on ASX; or
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From the Company’s website:
https://www.i-synergygroup.com/?page_id=209
The resolution will be decided by way of a Poll. If you are unable to attend the Meeting, you may wish to email any questions you want addressed at the Meeting by emailing them to [email protected] by 7:00pm AEDT on Friday, 20 January 2026.
The Board look forward to welcoming you to the Meeting.
Yours faithfully Louisa Ho Company Secretary
I SYNERGY GROUP LIMITED ACN 613 927 361 NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 1:00pm (AEDT) DATE : Monday, 2 February 2026 PLACE : The meeting is a virtual meeting The meeting will be held virtually via the Automic Meeting Platform
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00 pm (AEDT) on Saturday, 31 January 2026.
I SYNERGY GROUP LIMITED ACN 613 927 361
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that the extraordinary general meeting of Shareholders of I Synergy Group Limited ( Company ) will be held online via the Automic Meeting Platform on 2 February 2026 at 1:00 pm (AEDT) ( Meeting ) as a fully virtual event for the purpose of transacting the following business in each case, as more particularly described in the Explanatory Statement accompanying this Notice. Capitalised terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.
IMPORTANT VENUE AND VOTING INFORMATION:
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:
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Open your internet browser and go to investor.automic.com.au
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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.
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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.
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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.
VOTING
Shareholders who wish to vote virtually on the day of the EGM can do so by logging into the Automic shareholder portal.
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Open your internet browser and go to investor.automic.com.au
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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.
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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.
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Click on “ Join Meeting ” and follow the prompts.
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When the Chair of the Meeting declares the poll open, select the “ Voting ” dropdown menu on the right-hand side of your screen.
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Select either the “ Full ” or “ Allocate ” option to access your electronic voting card.
7. 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.
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BUSINESS OF THE MEETING
AGENDA
1. RESOLUTION 1 – RATIFICATION OF APRIL 2025 PLACEMENT SHARES – LISTING RULE 7.1A
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 22,500,000 Shares on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
2. RESOLUTION 2 – ISSUE OF SECURITIES TO DATO’ VOON HIM HOO IN LIEU OF AU$60,000 CASH REMUNERATION FOR DIRECTOR FEES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 5,000,000 Shares to Dato’ Voon Him Hoo (or his nominee), on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
3. RESOLUTION 3 – CONSOLIDATION OF CAPITAL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, pursuant to Section 254H(1) of the Corporations Act, Listing Rule 7.20 and for all other purposes, Shareholders approve the consolidation of the issued capital of the Company on the basis that every five (5) fully paid ordinary Shares be consolidated into one (1) fully paid ordinary Share (rounded up to the next whole number of Shares), and that Options on issue be adjusted in accordance with Listing Rule 7.22 as applicable on the terms and conditions in the attached Explanatory Statement.”
By order of the Board Louisa Ho Company Secretary I Synergy Group Limited
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below the named person or class of persons excluded from voting as set out below, or an associate of that person or those persons:
| Resolution 1 – Ratification of April 2025 Placement Shares – Listing Rule 7.1A |
a person who participated in the issue or is a counterparty to the agreement being approved; or a person whose votes, in ASX’s opinion, should be disregarded. |
|---|---|
| Resolution 2 – Issue of Securities to Dato’ Voon Him Hoo in lieu of AU$60,000 Cash Remuneration for Director Fees |
the person who is to receive the securities in question, being Dato’ Voon Him Hoo (or his nominee); any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity; or a person whose votes, in ASX’s opinion, should be disregarded. |
However, this does not apply to a vote cast in favour of the Resolution by:
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(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair 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
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(c) a 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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(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
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two or more votes may appoint 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 the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
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Shareholder Communication
Shareholders may elect to receive certain documents including annual reports and notice of meetings (proxy/voting forms) as follows:
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You can make a standing election to receive the documents in physical or electronic form;
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You can make a one-off request to receive a document in physical or electronic form; or
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You can tell us if you do not want to receive a hard-copy of the annual report.
The Company is committed to minimising paper usage and encourage all Shareholders to make the switch to paperless communications and provide us with your email address. To make the change, go to https://investor.automic.com.au/#/home and follow the prompts. Shareholder documents are always available to access on our website and the ASX platform.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 2 9713 9495.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. RESOLUTION 1 – RATIFICATION OF APRIL 2025 PLACEMENT SHARES – LISTING RULE 7.1A
1.1 Background
The Company had conducted a private placement under its ASX 7.1A placement capacity, issuing 22,500,000 Shares to raise $90,000, refer to ASX Announcement dated 29 April 2025. All shares issued rank equally with all existing Shares on issue.
Resolution 1 seek the approval of Shareholders to ratify the issue of the private placement Shares. Resolution 1 is an ordinary resolution requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on them.
1.2
ASX Listing Rules 7.1 and 7.1A
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 shares it had on issue at the start of that period.
Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 May 2025.
Pursuant to Listing Rule 7.1A.3, any equity securities issued under Listing Rule 7.1A must be in an existing class of equity securities and issued for a cash consideration per security which is not less than 75% of the volume weighted average market price (VWAP) for securities in that class, calculated over the 15 trading days on which trades in that class. In addition, the company is only eligible to access an additional 10% placement capacity if its market capitalisation is less than $300million and must not be included in the S&P/ASX 300 index at the time of shareholder approval.
The issue of the placement shares does not fit within any of the exceptions o Listing Rule 7.1 or 7.1A set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it uses up part of the 10% limit in Listing Rule 7.1A, reduces the Company’s placement capacity to issue further equity securities without Shareholder approval under Listing Rules 7.1A for the 12 month period following the date of issue of the placement shares.
1.3
ASX Listing Rule 7.4
ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1A. Accordingly, the Company is seeking
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Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the private placement shares.
Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the placement shares under Listing Rule 7.1A.
1.4 Effect of Resolution
In the event that Resolution 1 is not passed, the placement shares will be calculated in the Company’s 10% limit in Listing Rule 7.1A, decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the placement shares.
In the event that Resolution 1 is passed, the placement shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the placement shares.
1.5 Information Required for ASX Listing Rule 7.4
In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following information in relation to Resolution 1.
Resolution 1 – Ratification of April 2025 Placement Shares – listing Rule 7.1A
| Maximum Number of Securities |
22,500,000 fully paid ordinary shares issued under Listing Rule 7.1A. |
|---|---|
| Date of Issue | 30 April 2025 |
| Price | A$0.004 |
| Terms of Securities | The Shares are fully paid ordinary shares in the Company that rank equally with all existing shares on issue. |
| Purpose of Issue/Use of Funds |
The funds raised from the placement was used for working capital purposes. |
| Persons Issued To | Sophisticated and professional investors. |
| Material Agreement |
None. |
| Voting Exclusion | A voting exclusion statement applies to this Resolution and is included in the Notice of Meeting. |
1.6 ASX Listing Rule 7.4
All of the Directors recommend that Shareholders vote in favour of Resolution 1.
Where appointed as an undirected proxy, the Chair will cast available proxy votes in favour of Resolution 1. Shareholders may choose to direct the Chair (as proxy) to vote for or against Resolution 1 or to abstain from voting.
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2. RESOLUTION 2 – ISSUE OF SECURITIES TO DATO’ VOON HIM HOO IN LIEU OF AU$60,000 CASH REMUNERATION FOR DIRECTOR FEES
2.1 Background
Shareholders are being asked to approve Resolution 2 to allow Shares to be issued to Dato’ Voon Him Hoo, a Director, in lieu of cash payment for Director’s fees. This issue of Shares are in lieu of cash payments of Directors fees otherwise due to Dato’ Voon Him Hoo for the period 1 January 2024 to 31 December 2025. There is no escrow period proposed for this Share issue.
Accordingly, the Company is proposing, subject to obtaining Shareholder approval under Resolution 2, to issue to Dato’ Voon Him Hoo 5,000,000 Shares, being AU$60,000 (AU$2,500 per month) worth of Director’s fees at a deemed issue price of $0.012 per Share, being a 36.84% discount to the closing price on Friday, 19 December 2025 of $0.019.
2.2 Listing Rule Requirements
ASX Listing Rule 10.11.1 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue equity securities to a related party of a company without the approval of its shareholders. Dato’ Voon Him Hoo is a related party of the Company by virtue of being a Non-Executive Director of the Company. The issue of shares to Dato’ Voon Him Hoo falls within AX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. it therefore requires the approval of Shareholders under ASX Listing Rule 10.11.
Pursuant to ASX Listing Rule 7.2 exception 14, where approval under ASX listing Rule 10.11 is obtained, approval is not required under ASX listing Rule 7.1 and the issue of securities will not be included in the Company’s 15% limit.
Resolution 2 seeks the required Shareholder approval for the issue of Shares under and for the purposes of ASX Listing Rule 10.11. As Shareholder approval is being sought under ASX Listing Rule 10.11, approval is not also required under Listing Rule 7.1 for the issue of new Shares under Resolution 2.
2.3 Effect of Resolution
In the event that Resolution 2 is not passed, the Company will not be able to issue Shares to Dato’ Voon Him Hoo in lieu of a cash payment of AU$60,000 in Director fees, and such fees will need to be paid in cash.
Where Resolution 2 is passed, the Company will issue Shares to Dato’ Voon Him Hoo in lieu of a cash payment of AU$60,000 in Director fees.
2.4 Information Required for ASX Listing Rule 10.11
In compliance with Listing Rule 10.13, the following information is provided in relation to Resolution 2:
(a) Nature of relationship between person to receive securities and the Company
Dato’ Voon Him Hoo is a related party of the Company for the purpose of Listing Rule 10.11.1, by virtue of being a Director of the Company;
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(b) Maximum number of securities that may be acquired pursuant to Resolution 2
The maximum number of Shares to be issued is 5,000,000 fully paid ordinary shares.
(c) Issue Price
The deemed issue price will be $0.012 per Share, being a 36.84% discount to the closing price on Friday, 19 December 2025 of $0.019.
(d) Terms of the Issue
The Shares will be fully paid ordinary shares in the Company and will rank equally in all respects with the existing Shares on issue.
(e) Issue Date
The Shares will be issued no later than 1 month after the date of the Meeting (or such date to the extent permitted by any ASX waiver or modifications of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date.
(f)
Purpose of Issue/ Use of Funds Raised
The purpose of the issue of the Shares to Dato’ Voon Him Hoo is to allow the Company to save on a cash payment of remuneration to the director.
No funds will be raised from the issue of the Share the subject of this Resolution 2.
(g) Remuneration
Dato’ Voon Him Hoo is entitled to AU$2,500 per month for non-executive director fees. The Company proposes to remunerate Dato’ Voon Him Hoo by the issue of Shares subject of this Resolution 2 which represents a value of A$60,000, for the period between 1 January 2024 and 31 December 2025 in which Dato’ Voon Him Hoo was not remunerated. In the event that Resolution 2 is not passed, the Company may consider payment of cash remuneration to Dato’ Voon Him Hoo of a similar amount.
(h)
Agreement
None.
(i) Voting Exclusion Statement
A voting exclusion statement applies to this Resolution. Please refer to the voting exclusion statement under Resolution 2 in the Notice for further information.
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2.5 Regulatory Framework
Chapter 2E of the Corporations Act requires that for a public company to give a financial benefit to a related party (including directors of the company), the company must obtain approval of members in the manner set out in Sections 217 to 227 of the Corporations Act and give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within exception set out in Sections 210 to 216 of the Corporations Act.
The Board (with Dato’ Voon Him Hoo abstaining from the deliberations) having considered the circumstances of the Company and the related party considerations as required by section 211 of the Corporations Act, the Directors (other than Dato’ Voon Him Hoo) confirm that, in their opinion, the issue of 3,260,870 Shares to Dato’ Voon Him Hoo represents reasonable remuneration to Dato’ Voon Him Hoo, and accordingly, the Company does not require shareholder approval pursuant to Chapter 2E of the Corporations Act.
2.6 Directors Recommendation
The Directors (other than Dato’ Voon Him Hoo) believes that the issue of the Shares to Dato’ Voon Him Hoo is beneficial for the Company as it allows the Company to save on a cash payment of remuneration to the director. Accordingly, the Directors, other than Dato’ Voon Him Hoo, recommend that Shareholders vote in favour of Resolution 2.
3. RESOLUTION 3 – CONSOLIDATION OF CAPITAL
3.1 Background
Resolution 3 seeks Shareholder approval to undertake a consolidation of the number of Shares on issue on the basis that every five (5) Shares held be consolidated into one (1) ( Consolidation ). Similarly, the number of Options on issue will be consolidated on the basis that every five (5) Options held will be consolidated into one (1) Option. The exercise price of the Options will be amended in inverse proportion to the consolidation ratio.
3.2 Regulatory Requirements
(a) Purpose of proposed resolution
The Directors have proposed the Consolidation for the following reasons:
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(i) the Company currently has 1,735,665,077 Shares on issue which represents a relatively large number when compared to its listed peer group;
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(ii) the Directors consider the Consolidation will assist in reducing the volatility of the Company’s share price and enable a more consistent valuation of the Company; and
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(iii) the Consolidation is also expected to assist in positioning the Company for long term growth by making an investment in the Company’s securities more attractive to institutional and other investors.
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(b) Legal requirements
Section 254H of the Corporations Act provides that a Company may, by resolution passed at a general meeting, convert all or any of its share into a larger or smaller number.
Listing Rule 7.20 provides that where an entity proposes to reorganise its capital, it must tell shareholders:
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(i) the effect of the proposal on the number of securities and the amount paid (if any) on the securities;
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(ii) the proposed treatment of any fractional entitlements; and
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(iii) the proposed treatment of any convertible securities on issue.
Listing Rule 7.21 provides that a listed entity which has convertible securities (except options) on issue may only reorganise its capital if, in respect of the convertible securities, the number of its convertible securities or the conversion price, or both, is reorganised so that the holder of the convertible securities will not receive a benefit that holders of ordinary securities do not receive.
Listing rule 7.22.1 requires that where a listed entity with options undertakes a consolidation of its capital, the number of its options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio.
(c) Effect of Consolidation
The result of the Consolidation is that each security holding will be reduced by five (5) times its current level.
As the Consolidation applies equally to all Shareholders, individual shareholdings will be reduced in the same ratio as the total number of Share (subject to rounding). Accordingly, assuming no other market movements or impacts occur, the Consolidation will have no effect on the percentage interest in the Company of each Shareholder.
The Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders.
The change in capital structure of the Company following the Consolidation, subject to adjustment for rounding, is as follows:
| Shares | Number* |
|---|---|
| Shares currently on issue | 1,735,665,077 |
| Share on issue after Consolidation | 347,133,016 |
*Assumes no Options exercised prior to Consolidation
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| Options on Issue |
Pre Consolidated Number* |
Post Consolidated Number on a 1:5 basis* |
Pre Consolidation Exercise Price |
Post Consolidation Exercise Price |
|---|---|---|---|---|
| Options Expiring 21/06/2026 |
2,070,000 | 414,000 | $NIL | $NIL |
*Assumes no Options exercised or forfeited prior to Consolidation
(d) Fractional entitlements
When the Consolidation results in an entitlement to a fraction of a Shares or Option, that fraction will be rounded up to the nearest whole number of Shares or Options.
(e) Holding statements
Taking effect from the date of the Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of securities on a post-consolidation basis. New holding statements will be issued to security holders, who are encourages to check their holdings after the Consolidation.
(f) Taxation
The Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the Shares held after the Consolidation will be the sum of the cost bases of the original Shares preconsolidation. The acquisition date of Shares held after the Consolidation will be the same as the date on which the original Shares were acquired.
This Explanatory Statement does not however consider the tax implications in respect of Shares or other securities held on revenue account, as trading stock or by non-resident Shareholders. Shareholders should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither the Company nor any of its officers or employees assumes any liability or responsibility for advising Shareholders or other security holders about eh tax consequences of the proposed Consolidation.
3.3 Timetable
An indicative timetable, assuming Shareholder approval is obtained will be as follows:
| DATE | EVENT |
|---|---|
| Friday, 2 January 2026 | Announcement of Consolidation and Issue of Appendix 3A.3 notice |
| Monday, 2 February 2026 | Meeting held with Resolution to approve Consolidation Company notifies ASX that Consolidation is approved |
| Monday, 2 February 2026 | Effective Date of Consolidation |
| Tuesday, 3 February 2026 | Last day for trading pre-consolidation securities |
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| Wednesday, 4 February 2026 |
Trading in the reorganised securities on a deferred settlement basis starts |
|---|---|
| Thursday, 5 February 2026 | Record Date for Consolidation. Last day for Company to register transfers on a pre-consolidation basis |
| Friday, 6 February 2026 | Registration of securities on a post-consolidation basis. First day for the Company to send notice to each security holder and for dispatch of new holding statements. In the case of Options, first day for the Company to issue new certificates. |
| Thursday, 12 February 2026 |
Deferred settlement trading ends. Last day for the Company to send notice to all Shareholders. Last day for securities to be entered into the holders’ security holdings |
| Friday, 13 February 2026 | Normal trading in reorganised securities starts |
3.4 Board recommendation
The Board unanimously recommends that Shareholders vote in favour of Resolution 3.
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GLOSSARY
$ means Australian dollars.
AEDT means Australian Eastern Daylight Time as observed in Sydney, Australia.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
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(a) a spouse or child of the member;
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(b) a child of the member’s spouse;
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(c) a dependent of the member or the member’s spouse;
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(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;
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(e) a company the member controls; or
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(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means I Synergy Group Limited (ACN 613 927 361).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Listing Rules means the Listing Rules of ASX.
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Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form
for online Securityholder registration.
I Synergy Group Limited | ABN 51 613 927 361
Your proxy voting instruction must be received by 1:00pm (AEDT) on Saturday, 31 January 2026 , 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
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/#/home Shareholders 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/#/loginsah or 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.
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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:
I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of I The Company is pleased to provide Synergy Group Limited, to be held virtually at 1:00pm (AEDT) on Monday, 02 February 2026 shareholders with the opportunity to attend and hereby: participate in a virtual Meeting through an online Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if meeting platform powered by Automic, where no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting shareholders will be able to watch, listen, and and at any adjournment thereof. vote online. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box To access the virtual meeting: provided below the name of the person or body corporate you are appointing as your proxy. If the 1. Open your internet browser and go to person so named is absent from the meeting, or if no person is named, the Chair will act on your investor.automic.com.au behalf. 2. 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 The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. attending the virtual meeting Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising Further information on how to do this is set out in the Chair to vote in accordance with the Chair’s voting intention. 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
| MP Resolutions For Against Abstain 1 RATIFICATION OF APRIL 2025 PLACEMENT SHARES – LISTING RULE 7.1A 2 ISSUE OF SECURITIES TO DATO’ VOON HIM HOO IN LIEU OF AU$60,000 CASH REMUNERATION FOR DIRECTOR FEES 3 CONSOLIDATION OF CAPITAL Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. |
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| SA 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). |
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