IPD GROUP LTD - AGM Information 2022

IPD Group Limited ABN 12 111 178 351 HEAD OFFICE

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43 Newton Road, Wetherill Park, NSW, 2164 PO Box 6422, Wetherill Park, NSW, 1851 Tel: (02) 9645 0777 Fax: (02) 9645 1608

27 October 2022

ASX Announcement

Notice of Annual General Meeting and related documents

IPD Group Limited (ASX: IPG) advises that the following documents, in relation to its Annual General Meeting, were dispatched to Shareholders today in accordance with their communication preference:

Letter to Shareholders;
Notice of Annual General Meeting; and
Proxy Form.

This release has been authorised by the IPD Group Limited Board of Directors.

-- ENDS –

Further information

For further information, please visit our website https://ipdgroup.com.au/

About IPD Group

IPD is a national distributor and service provider to the Australian electrical market. IPD’s core focus in the products division is the sale of electrical infrastructure products to customers including switchboard manufacturers, electrical wholesalers, electrical contractors, power utilities, OEMs and system integrators. In addition to selling products, IPD provides a range of value-added services, including custom assembly, sourcing, engineering design, technical compliance, procurement, transport, storage, regulatory management, technical support, packaging, labelling, inventory management and delivery. IPD Group operations in nine locations across six states, providing a truly national offering to its customer base.

CUSTOMER SERVICE, SALES & TECHNICAL SUPPORT Tel: 1300 556 601 Fax: 1300 550 187 www.ipdgroup.com.au SYDNEY - BRISBANE - MELBOURNE - PERTH - ADELAIDE - HOBART

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IPD Group Limited ABN 12 111 178 351

HEAD OFFICE 43 Newton Road, Wetherill Park, NSW, 2164 PO Box 6422, Wetherill Park, NSW, 1851 Tel: (02) 9645 0777 Fax: (02) 9645 1608

27 October 2022

Annual General Meeting – Letter to Shareholders

IPD Group Limited (“IPG” or the “Company”) advises that an Annual General Meeting of Shareholders will be held at 11.00am AEDT on Monday 28 November 2022 Christie Conference Spaces, Room F, Level 4, 100 Walker Street, North Sydney NSW 2060 ( Meeting ).

In accordance with Part 1.2AA of the Corporations Act 2001 , the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to Shareholders who have elected to receive the Notice in physical form. The Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://ipdgroup.com.au/investors/asx-announcements. Alternatively, the Notice will also be available on the Company’s ASX market announcements page (ASX:IPG)

This Notice is given based on circumstances as at the date of this letter. Should circumstances change, the Company will make an announcement on the ASX market announcements platform. Shareholders are urged to monitor the ASX announcements platform.

Your vote is important

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

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

To vote by proxy please use one of the following methods:

Online	Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Log into
	the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’.
	To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number
	(SRN) or Holder Identifcation Number (HIN)) as shown on the front of the Proxy Form.
By post	Completing the enclosed Proxy Form and posting it to:
	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Completing the enclosed Proxy Form and delivering it by hand to:
	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to:
	[email protected]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

Yours Faithfully,

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Michael Austin Company Secretary

ANNUAL GENERAL MEETING | 2022

Notice of 2022 Annual General Meeting Explanatory Statement

11.00am (AEDT) on Monday, 28 November 2022

Address

Christie Conference Spaces – North Sydney Room F, Level 4 100 Walker Street North Sydney NSW 2060

As a physical meeting

This Notice of Meeting 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.

IPD GROUP LIMITED ACN 111 178 351

www.ipdgroup.com.au

Reliably serving Australia for 70 years

Important information for Shareholders about the Company’s 2022 AGM

This Notice is given based on circumstances as at Thursday, 27 October 2022. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at ipdgroup.com.au. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Contents
Venue and Voting Information	1
Notice of Annual General Meeting	2
Agenda	3
Explanatory Statement	7
Glossary	15
Annexure A – Notice of nomination of auditor	16
Annexure B – Employee Incentive Plan Rules	17

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00am (AEDT) on 28 November 2022 as a physical meeting at Christie Conference Spaces, Room F, Level 4, 100 Walker Street North Sydney NSW 2060.

Your vote is important

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

Voting in person

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

Voting by proxy

To vote by proxy, please use one of the following methods:

Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: l Login to the Automic website using the holding details as shown on the Proxy Form. l Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder 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
	Guideat https://www.automicgroup.com.au/virtual-agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to: [email protected]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 1

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of IPD Group Ltd ACN 111 178 351 will be held at 11.00am (AEDT) on 28 November 2022, at Christie Conference Spaces, Room F, Level 4, 100 Walker Street, North Sydney NSW 2060 (Meeting).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 11:00am (AEDT) on Saturday, 26 November 2022.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

A enda g

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note: This item of ordinary business is for discussion only and is not a resolution.

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose 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 Company’s Annual Financial Report for the financial year ended 30 June 2022.”

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

Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

a. it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
b. it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 3

Agenda continued

Re-election of Directors

Resolution 2 – Re-election of Mr David Rafter as Director

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

“That Mr Rafter, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

Resolution 3 – Re-election of Mr Mohamed Yoosuff as Director

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

“That Mr Yoosuff, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

Appointment of Auditor

Resolution 4 – Appointment of Auditor

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

“That, for the purposes of section 327B(1) of the Corporations Act and for all other purposes, PKF (NS) Audit & Assurance ABN 91 850 861 839, having been nominated by shareholders and consented in writing to act as auditor of the Company, be appointed as auditor of the Company, effective immediately.”

Issue of Performance Rights under Employee Incentive Plan

Resolution 5 – Approval of Issue of Performance Rights to Michael Sainsbury, Director of the Company

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

“That for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 134,524 Performance Rights under the Employee Incentive Plan to Michael Sainsbury, Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

a. a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Plan; or
b. an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 5 by:

i. 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
ii. 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
iii. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
l 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
l the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 5 if:

a. the proxy is either:
i. a member of the Company’s Key Management Personnel; or
ii. a closely related party of a member of the Company’s Key Management Personnel; and
b. the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

a. the proxy is the Chair of the Meeting; and
b. the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 5

Agenda continued

Resolution 6 – Approval of Issue of Performance Rights to Mohamed Yoosuff, Director of the Company

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

“That for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 52,230 Performance Rights under the Employee Incentive Plan to Mohamed Yoosuff, Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

a. a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Plan; or
b. an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 6 by:

i. 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
ii. 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
iii. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
l 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
l the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 5 if:

a. the proxy is either:
i. a member of the Company’s Key Management Personnel; or
ii. a closely related party of a member of the Company’s Key Management Personnel; and
b. the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

a. the proxy is the Chair of the Meeting; and
b. the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

By order of the board

Mr Michael Austin Company Secretary

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11.00am (AEDT) on Monday, 28 November 2022 at Christie Conference Spaces, Room F, Level 4, 100 Walker Street North Sydney NSW 2060.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website from 30 June 2022.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

l Conduct of the audit;

l Preparation and content of the Auditor’s Report;
l Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
l Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, which is by Monday, 21 November 2022.

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 7

Explanatory Statement continued

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at ipdgroup.com.au

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2023 Annual General Meeting (2023 AGM), the Company will be required to put to the vote a resolution (Spill Resolution) at the 2023 AGM to approve the calling of a further meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2023 AGM. All of the Directors who were in office when the 2023 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Re-election of Directors

Resolution 2 – Re-election of Mr David Rafter as Director

The Company’s Constitution requires that a Director shall not hold office for a period in excess of three years or past the third annual general meeting following his or her appointment. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election.

ASX Listing Rule 14.4 also provides that each Director must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer.

Mr Rafter was appointed a Director of the Company on 14 August 2019 and was last confirmed as a Director at the 2019 AGM and has not sought re-election since appointment.

Under this Resolution, Mr Rafter has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.

Biography

David Rafter is currently the CEO at Web FM, a global provider of construction and facilities management consulting and software solutions. Major roles across David’s 30-year building services career include the CEO of O’Donnell Griffin, a $600 million electrical engineering/contracting business and CEO of Haden Engineering, a $300 million HVAC construction and service company, both part of the ASX listed Norfolk Group via an IPO in 2007. Previously, David was an Executive General Manager at Transfield Services, an ASX listed operations, maintenance and construction services business. David was appointed as a Director on 14 August 2019 and is a member of the AICD.

Directors’ recommendation

The Directors (excluding Mr Rafter) recommend that Shareholders vote for this Resolution.

Resolution 3 – Re-election of Mr Mohamed Yoosuff as Director

The Company’s Constitution requires that a Director shall not hold office for a period in excess of three years or past the third annual general meeting following his appointment. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election.

ASX Listing Rule 14.4 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting.

Mr Yoosuff was appointed a Director of the Company on 16 September 2004 at the Company’s AGM. He has not sought re-election since appointment.

Under this Resolution, Mr Yoosuff has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.

Biography

Mohamed Yoosuff has been an employee and board member of IPD since 16 September 2004 Mohamed has held various roles within IPD Group and has been the CFO since inception. He previously held various senior management positions in manufacturing and distribution companies, including as CFO of Ludowici Group (a manufacturing and distribution business previously listed on ASX) and as Financial Controller of Otis Elevators.

Directors’ recommendation

The Directors (excluding Mr Yoosuff) recommend that Shareholders vote for this Resolution.

Appointment of Auditor

Resolution 4 – Appointment of Auditor

On 21 April 2020, pursuant to section 327C(1) of the Corporations Act, PKF (NS) Audit & Assurance ABN 91 850 861 839 was appointed as auditor of the Company.

Under section 327C(2) of the Corporations Act, an auditor who has been appointed under section 327C(1) of the Corporations Act only holds office until the company’s next annual general meeting.

The Company is required to appoint an auditor to fill any vacancy at each annual general meeting (after its first annual general meeting) pursuant to section 327B(1) of the Corporations Act. Due to an administrative oversight, the Company did not include a resolution for shareholders to appoint PKF (NS) Audit & Assurance at the previous meetings prior to listing on the ASX.

Pursuant to section 328B of the Corporations Act, the Company received a valid notice of nomination which nominated PKF (NS) Audit & Assurance to be appointed as the new auditor of the Company. A copy of the notice of nomination is set out in Annexure A of this Notice of Meeting.

PKF (NS) Audit & Assurance has provided the Company its written consent to act, subject to Shareholder approval being obtained, as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

Accordingly, under this Resolution, Shareholder approval is being sought to appoint PKF (NS) Audit & Assurance as the auditor of the Company.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 9

Explanatory Statement continued

Issue of Performance Rights under the Employee Incentive Plan

Resolutions 5 and 6 – Approval of Issue of Performance Rights to Michael Sainsbury and Mohamed Yoosuff, Directors of the Company

Background

The Company’s Employee Incentive Plan (Incentive Plan) was approved by Shareholders of the Company on 8 November 2021.

The Company seeks to invite Michael Sainsbury and Mohamed Yoosuff, subject to Shareholder approval that is sought under Resolutions 5 and 6, to participate in the Incentive Plan by subscribing for the following securities under the Incentive Plan (Incentive Securities).

a. Michael Sainsbury: 134,524 Performance Rights. b. Mohamed Yoosuff: 52,230 Performance Rights.

A summary of the material terms of the Incentive Securities are as follows:

Table A

Topic	Summary
Eligibility	Michael Sainsbury and Mohamed Yoosuff are eligible to receive Performance Rights pursuant to the FY23
	award under the EIP.
Award	The FY23 award to Michael Sainsbury and Mohamed Yoosuff under the EIP will be delivered in
	performance rights. Each Performance Right entitles the participant acquire a Share on vesting at nil
	exercise price, subject to the satisfaction of vesting conditions. Once vested, the Performance Rights do
	not need to be separately exercised and no exercise price is payable.
Quantum of	The Company will grant Performance Rights as follows:
grants	lMichael Sainsbury – 134,524 Performance Rights, calculated by dividing 50% of Michael Sainsbury’s
	base salary by the Volume Weighted Average Price (VWAP) of the company’s shares on the ASX
	during the 10 trading days immediately prior to 1 July 2022 (being the allocation value of $1.6354,
	which is calculated to 2 decimal places of one cent), rounding to the nearest whole number.
	lMohamed Yoosuff – 52,230 Performance Rights, calculated by dividing 25% of Mohamed Yoosuff’s
	base salary by the VWAP of the company’s shares on the ASX during the 10 trading days immediately
	prior to 1 July 2022 (being the allocation value of $1.6354, which is calculated to 2 decimal places of
	one cent), rounding to the nearest whole number.

Issue and The Performance Rights will be issued to the Incentivised Executives at no cost as they form part of the exercise price executive’s incentive arrangements.

Once vested, the Performance Rights do not need to be separately exercised and no exercise price is payable.

Topic	Summary
Vesting	The Performance Rights are subject to performance conditions as follows:
conditions	l50% of an Incentivised Executive’s Performance Rights will be tested against whether the %
	movement of the Company’s total shareholder return (TSR) for FY23 is greater than the % movement
	of the TSR achieved by a comparator group (TSR Rights); and

l 50% of a Participant’s Performance Rights will be tested against the Company’s NPAT for FY23 in comparison to the budgeted statutory NPAT for FY23 (NPAT Rights).

In addition to these performance conditions, the Performance Rights will only vest at their respective Vesting Date.

Performance conditions

TSR Rights

The Company’s TSR percentage movement will be assessed against the TSR percentage movement of the companies included in the S&P/ASX Small Ordinaries Index over the relevant performance period.

The Company’s TSR percentage movement is to be calculated in accordance with the following formula:

l the volume weighted average ASX:IPG share price over the 10 trading days immediately prior to 1 July 2023 plus declared dividends during the period.
minus
l the opening ASX:IPG share price on 1 July 2022
divided
l by the opening ASX:IPG share price on 1 July 2022

The S&P/ASX Small Ordinaries Index TSR percentage movement is to be calculated in accordance with the following formula:

l the average daily value of the S&P/ASX Small Ordinaries Index over the 10 trading days immediately prior to 1 July 2023
minus
l the opening S&P/ASX Small Ordinaries Index value on 1 July 2022
divided
l by the opening S&P/ASX Small Ordinaries Index value on 1 July 2022.

NPAT Rights

The Company’s NPAT will be calculated using the Company’s financial performance as reported in the Company’s audited full year audited results for FY23, excluding:

l one-off or extraordinary revenue items;
l revenue received in the form of government grants, allowances, rebates or other hand-outs; and
l revenue or profit that has been ‘manufactured’ to achieve the performance condition.

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 11

Explanatory Statement continued

Topic	Summary
Vesting	Vesting Date
conditions	In addition, even if either of the performance conditions are satisfed, Performance Rights will only vest if
continued	the Incentivised Executive continues to be employed by the Company and has not given notice on the
	following dates:
	l1/3 of an Incentivised Executive’s Performance Rights that have satisfied the relevant performance
	condition will vest on 30 September 2023;
	l1/3 of an Incentivised Executive’s Performance Rights that have satisfied the relevant performance
	condition will vest on 30 September 2024; and
	l1/3 of an Incentivised Executive’s Performance Rights that have satisfied the relevant performance
	condition will vest on 30 September 2025,
	(with each of 30 September 2023, 30 September 2024 and 30 September 2025 being aVesting Date).
	Calculation of the performance conditions and achievement against the performance conditions and
	vesting schedule will be determined by the Board in its absolute discretion, having regard to any matters
	that it considers relevant (subject to the stated exclusions from NPAT calculations applying in all cases).

Director and Related Party Approvals

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire securities under an employee incentive scheme unless it obtains the approval of its shareholders:

a. a director of the Company;
b. an associate of a director of the Company; or
c. a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders.

As Michael Sainsbury and Mohamed Yoosuff are Directors of the Company, the proposed issue of Performance Rights constitutes the acquisition of securities under an employee incentive scheme for the purposes of Listing Rule 10.14 and therefore requires the approval of the Company’s shareholders under Listing Rule 10.14.

To this end, this Resolutions 5 and 6 seek the required Shareholder approval to issue the Performance Rights to Michael Sainsbury and Mohamed Yoosuff under and for the purposes of Listing Rule 10.14.

If approval is obtained under Listing Rule 10.14, in accordance with Listing Rule 10.12 (exception 8), separate approval is not required under Listing Rule 10.11.

If Resolutions 5 and 6 are passed, the Company will be able to respectively proceed with the proposed issue of Performance Rights.

If this Resolutions 5 and 6 are not passed, the Company will not be able to respectively proceed with the proposed issue to Michael Sainsbury or Mohamed Yoosuff.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

a. the giving of the financial benefit falls within one of the exceptions to the provisions; or
b. Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of Incentive Securities constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company.

The non-conflicted Directors of the Company (being David Rafter and Andrew Moffat) carefully considered the issue of these Performance Rights to Michael Sainsbury and Mohamed Yoosuff and formed the view that the giving of this financial benefit as part of their remuneration would be reasonable, given the circumstances of the Company, the quantum and terms of the Performance Rights, and the responsibilities held by Michael Sainsbury and Mohamed Yoosuff in the Company.

Accordingly, the non-conflicted Directors of the Company believe that the issue of these Performance Rights to Michael Sainsbury and Mohamed Yoosuff fall within the “reasonable remuneration” exception as set out in section 211 of the Corporations Act, and relies on this exception for the purposes of this Resolution. Therefore, the proposed issue of Performance Rights to Michael Sainsbury and Mohamed Yoosuff requires Shareholder approval under and for the purposes of Listing Rule 10.11 only.

Information Required by ASX Listing Rule 10.15

The following information in relation to the issue of Incentive Securities to Michael Sainsbury and Mohamed Yoosuff is provided to Shareholders for the purposes of ASX Listing Rule 10.15:

a. The allottees are:
i. Michael Sainsbury
ii. Mohamed Yoosuff
b. Michael Sainsbury and Mohamed Yoosuff are Directors of the Company and are thus 10.14 parties.
c. The maximum number of Performance Rights that may be acquired by:
i. Michael Sainsbury is: 134,524
ii. Mohamed Yoosuff is: 52,230
d. The current total remuneration package received by the relevant Director is:

	Michael Sainsbury	Mohamed Yoosuff
Total Fixed	$440,000.00	$341,668.00
Remuneration
(exclusive of superannuation)	Michael is also entitled to use of a motor vehicle, laptop and mobile	Mohamed is also entitled to a motor vehicle allowance of $51,096 per annum and use of a
	phone provided by the Company.	laptop and mobile phone provided by the Company.
Short-term incentive	The maximum cash bonus has been	The maximum cash bonus has been set at 50%
	set at 50% of base salary (exclusive of	of base salary (exclusive of superannuation).
	superannuation).
Long-term incentive	Performance Rights equivalent to 50% of	Performance Rights equivalent to 25% of base
	base salary (exclusive of superannuation).	salary (exclusive of superannuation).

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 13

Explanatory Statement continued

e. Since the Incentive Plan was last approved by Shareholders on 8 November 2021, the Company has issued the following Performance Rights to Michael Sainsbury and Mohamed Yoosuff:

	Number of	Acquisition price
Name	securities received	for each security
Michael Sainsbury	171,667	$nil
Mohamed Yoosuff	68,443	$nil

f. The material terms of the Performance Securities are disclosed at Table A above.

The Company has chosen this type of security because they will be used to remunerate and incentivise employees.

An independent valuation based on the Black Scholes and Monte Carlo model valuation was conducted by Stantons. The total value of the Performance Rights has been assessed to be $346,543.00.

g. The Performance Rights will be issued within 3 months from the date of this Meeting, if approved by Shareholders of the Company.
h. The Performance Rights are being issued for no consideration pursuant to the terms of the Incentive Plan.
i. The Employee Incentive Plan Rules are at Annexure B to this Notice of Meeting.
j. Details of any securities issued under the Incentive Plan will be published in each annual report of the Company relating to a period which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14. Any additional persons who become entitled to participate in the Incentive Plan after the resolution was approved and who were not named in the notice of meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

Enquiries

Shareholders are asked to contact the Company Secretary at [email protected] if they have any queries in respect of the matters set out in these documents.

Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2022 Annual Report to Shareholders for the period ended 30 June 2022 as lodged by the Company with ASX on 30 August 2022.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of 2022 dated 30 June 2022 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

a. a spouse or child of the member;
b. a child of the member’s spouse;
c. a dependant of the member or of 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 dealings with the Company;
e. a company the member controls; or
f. a person prescribed by the Corporation Regulations 2001 (Cth).

Company means IPD Group Ltd ACN 111 178 351.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 27 October 2022 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Performance Right means a performance right which, subject to its terms, could convert to a Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2023 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2023 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2023 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2023 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 15

Annexure A

Notice of nomination of auditor

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IPD Group Limited ABN 12 111 178 351 HEAD OFFICE 43 Newton Road, Wetherill Park NSW 2164 (PO Box 6422, Wetherill Park NSW 1851) Tel: (02) 9645 0777 Fax: (02) 9645 1608

13 September 2022

David Rafter Chairman IPD Group Limited 43-47 Newton Road, Wetherill Park NSW 2164 ACN 111 178 351

Re: Nomination of Auditor

For the purposes of Section 328B (1) of the Corporations Act 2001, I, Jason Boschetti , being a member of IPD Group ACN 111 178 351 (Company) hereby nominate of PKF (NS) Audit & Assurance as auditor of the Company at the Annual General Meeting to be held on 10 November 2022.

Yours sincerely

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Jason Boschetti

CUSTOMER SERVICE, SALES & TECHNICAL SUPPORT Tel: 1300 556 601 Fax: 1300 550 187 www.ipdgroup.com.au SYDNEY - BRISBANE - MELBOURNE - PERTH - ADELAIDE - HOBART

Annexure B

Employee Incentive Plan Rules

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Employee Incentive Plan Rules
IPD Group Ltd
(ACN 111 178 351)
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Watson Mangioni Lawyers Pty Limited Corporate and Commercial Lawyers Level 23, 85 Castlereagh Street SYDNEY NSW 2000 Tel: (02) 9262 6666 Fax: (02) 9262 2626 Email: [email protected] Ref: CSC 221 9890 AWC 3462-4474-1654, v. 1

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 17

Annexure B continued

1.	Definitions and Interpretation ..................................................................................................... 1
2.	Purpose ...................................................................................................................................... 5
3.	Commencement of the Plan ...................................................................................................... 5
4.	Grants of Awards ....................................................................................................................... 5
5.	Dealing with Awards ................................................................................................................... 7
6.	Vesting, Exercise, Lapse and Forfeiture .................................................................................... 7
7.	Satisfaction of Awards.............................................................................................................. 11
8.	Restriction on Dealing with Shares .......................................................................................... 12
9.	Events and Change of Control ................................................................................................. 13
10.	Adjustments to Awards ............................................................................................................ 14
11.	Withholding .............................................................................................................................. 15
12.	Participants Based Overseas ................................................................................................... 15
13.	Applicable Law ......................................................................................................................... 16
14.	Amendments to the Plan .......................................................................................................... 16
15.	Rights and Obligations of Participant ....................................................................................... 17
16.	Administration of the Plan ........................................................................................................ 18
17.	Notices ..................................................................................................................................... 20
18.	Governing Law ......................................................................................................................... 20

Employee Incentive Plan Rules

1. Definitions and Interpretation

1.1. Definitions

Allocate means:

(a) the issue of a Share for the benefit of; or
(b) procuring the transfer of a Share (pursuant to a purchase on-market or an off-market transfer) to or for the benefit of,

a Participant (or his or her Personal Representative).

Applicable Law means any one or more or all, as the context requires of:

(a) the Corporations Act;
(b) while the Company is Listed, the Listing Rules;
(c) the Constitution;
(d) the Income Tax Assessment Act 1936 (Cth);
(e) the Income Tax Assessment Act 1997 (Cth);
(f) any class order, declaration, practice note, policy statement, regulatory guide, guideline, policy, procedure, ruling, judicial interpretation or other guidance note made to clarify, expand or amend (a), (c), (d), (e) or while the Company is Listed (b) above; and
(g) any other legal requirement that applies to the Plan.

ASIC means Australian Securities and Investment Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

Award means an Option or Performance Right.

Board means the board of directors of the Company, any committee of that board or a duly authorised person or body to which that board has delegated its powers under this Plan.

Business Day means any day on which the ASX is open for trading.

Cashless Exercise means the process in Clause 7.3 whereby a Participant elects on the exercise of vested Exercisable Awards to receive an Allocation of the number of Shares equal in value to the positive difference between the Current Market Price of Shares on the date of exercise of the Exercisable Awards and the Exercise Price of the Exercisable Awards.

Cessation Date means the date on which a Participant ceases to be employed or engaged by the Group.

Cessation Period means the period which starts on the Cessation Date and ends 60 days after the Cessation Date or any other period determined by the Board in respect of a particular Award. :

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 19

Annexure B continued

Change of Control means:

(a) a transaction resulting in a person (alone or together with their associates) holding a Relevant Interest in 50% or more of all issued Shares;

(b) a transaction resulting in a person (alone or together with their associates) holding a Relevant Interest in securities enabling that person (alone or together with their associates) to exercise 50% or more of the votes which may be cast at a general meeting of the Company; or (c) a transaction resulting in a person (alone or together with their associates) being able to control the appointment of a majority of the Board, but does not include an internal reorganisation of the Company where the owners of the shares in the entity resulting from the reorganisation are substantially the same as the holders of Shares immediately prior to the reorganisation (and in substantially the same proportions) and the reorganisation is not intended to affect the ultimate control of the Company’s business.

Company means IPD Group Ltd (ACN 111 178 351).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Current Market Price means:

(a) while the Company is Listed, the VWAP of Shares over the 5 Business Days commencing on the date on which the Share would otherwise have been Allocated to a Participant; or (b) while the Company is not Listed, another pricing method determined by the Company in good faith. Dealing means in relation to an Award or a Share (as the case may be), any dealing, including but not limited to:

(a) a sale, transfer, assignment, trust, encumbrance, option, swap, any alienation of all or any part of the rights attaching to the Award or Share;

(b) any attempt to do any of the actions set out in paragraph (a); and (c) any hedging or dealing with a derivative instrument intended to limit the economic risk associated with holding a Share or Award.

Eligible Executive means:

(a) an employee of the Group (including a director employed in an executive capacity);
(b) a non-executive director of the Group;

(c) a contractor or casual employee engaged by the Group to work the number of hours equivalent to 40% of more of a comparable full time position;

(d) a person who has entered into an arrangement with the Group that will result in that person becoming a person described in paragraphs (a), (b) or (c) above; or
(e) any other person who is declared by the Board to be eligible to receive a grant of an Award under the Plan.

3462-4474-1654, v. 1

3
Event means: (a) a Takeover Event is made for the Company; (b) a Court orders a meeting to be convened in relation to a proposed compromise or arrangement for the purposes of, or in connection with:
(i) a scheme which would, if it becomes effective, result in any person (either alone or together with its related bodies corporate) owning all of the Shares; or
(ii) a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
(c) members of the Company approve any compromise or arrangement referred to in paragraph (b);
(d) any person becomes bound or entitled to acquire shares in the Company under: (i) any compromise or arrangement referred to in paragraph (b) which has been approved by the Court;

(ii) section 414 of the Corporations Act; or (iii) Part 6A.1 or Part 6A.2 of the Corporations Act; (e) a resolution is proposed to be put to shareholders proposing a voluntary winding up;

(f) an order is sought for the compulsory winding up of the Company; or (g) any transaction or event is proposed that, in the opinion of the Board, may result in a person becoming entitled to exercise control over the Company. Exercisable Award means an Award which is required to be exercised for a Participant to be entitled to be Allocated a Share or receive a payment under Clause 7.1(b).

Exercise Condition means one or more conditions which must be satisfied or circumstances which must exist before an Exercisable Award is exercisable.

Exercise Price means the price payable per Share (if any) on exercise of an Award.

Group means the Company and each Group Company.

Group Company means the Company and each of its Subsidiaries.

Invitation means an invitation to an Eligible Executive made by the Board under Clause 4.1 to apply for, or participate in a grant of, Awards.

Listed means the Company being and remaining admitted to the official list of the ASX.

Listing Rules means the official Listing Rules of the ASX as they apply to the Company from time to time.

Option means an option to acquire one Share in the capital of the Company in accordance with these Rules and an Invitation.

Participant means a person who holds an Award or Share under the terms of this Plan from time to time.

3462-4474-1654, v. 1

IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 21

Annexure B continued

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Performance Right means a right to acquire one Share in the capital of the Company in accordance with these Rules and an Invitation. Personal Representative means the legal personal representative, executor or administrator of the estate of a deceased person. Plan means the IPD Group Ltd Employee Incentive Plan as set out in these Rules. Relevant Interest has the meaning given in the Corporations Act and a person will be deemed to have acquired a Relevant Interest in securities for the purposes of these Rules if that person would be taken to have acquired a Relevant Interest in those securities under the Corporations Act.

Rules means the terms and conditions set out in this document as amended from time to time. Share means a fully paid ordinary share in the capital of the Company. Subsidiary means a body corporate which is a subsidiary of the Company within the meaning of section 9 of the Corporations Act. Takeover Bid has the meaning given in section 9 of the Corporations Act. Takeover Event means: (a) a Takeover Bid being made for Shares in the Company (and for these purposes, a Takeover Bid will be made when a bidder serves its bidder's statement on the Company); (b) the Board recommending that shareholders of the Company accept any Takeover Bid for Shares in the Company; and (c) a Takeover Bid for Shares in the Company becoming unconditional. Tax means any tax, levy, excise, duty, charge, surcharge, contribution, withholding tax, impost or withholding obligation of whatever nature, whether direct or indirect, by whatever method collected or recovered, together with any fees, penalties, fines, interest or statutory charge. Terms means the terms and conditions of an Award specified in an Invitation. Vesting Award means an Award which is not required to be exercised for a Participant to be entitled to be Allocated a Share or receive a payment under Clause 7.1(b). Vesting Condition means one or more conditions which must be satisfied or circumstances which must exist before an Award vests under these Rules.

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VWAP means the volume weighted average price of the Shares (calculated to 2 decimal places of one
cent) traded on ASX "On-market" (as that term is defined in the ASX Operating Rules) excluding special
crossings, overseas trades, trades pursuant to the exercise of options or overnight trades, as
determined by ASX in accordance with its customary practice.
1.2. Interpretation
In these Rules unless there is something in the subject or context inconsistent:
(a) a reference to any legislation or to any provision of any legislation will include any modification
or re-enactment of, or any legislative provision substituted for, and all legislation and statutory
instruments issued under, such legislation or such provision;
(b) words denoting the singular number will include the plural and vice versa;
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3462-4474-1654, v. 1

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5
(c) words importing natural persons will (where appropriate) include corporations, firms,
unincorporated associations, partnerships, companies and any other entities recognised by law
and vice versa;
(d) words denoting any gender will include all genders;
(e) references to clauses are references to the clauses of these Rules;
(f) a reference to any document or agreement will be deemed to include references to such
document or agreement as novated, supplemented, varied or replaced from time to time;
(g) the headings in these Rules are for the purpose of more convenient reference only and will not
form part of these Rules or affect its construction or interpretation; and
(h) terms and expressions given a meaning in the Corporations Act have the same meaning when
used in these Rules.
1.3. Business Days
Except where otherwise expressly provided, where under or pursuant to these Rules the day on or by
which any act, matter or thing is to be done is a day other than a Business Day, such act, matter or
thing must be done on the immediately following Business Day.
1.4. Successors and assigns
The obligations and liabilities imposed and the rights and benefits conferred on persons under these
Rules will be binding upon and inure in favour of the respective persons and each of their respective
successors in title, legal personal representatives and permitted assigns.
1.5. Rounding
Where any calculation or adjustment is to be made under these Rules results in a fraction of a Share,
the fraction must be eliminated by rounding down to the nearest whole number.
2. Purpose
The purpose of the Plan is to give Eligible Executives the opportunity to participate in the growth and
profits of the Company and to attract, motivate and retain the services of Eligible Executives to promote
the long term success of the Company.
3. Commencement of the Plan
The Plan commences on the date of its adoption by the Board.
4. Grants of Awards
4.1. Board may make Invitations
The Board may, from time to time, in its discretion invite Eligible Executives to participate in a grant of
Awards upon the terms set out in the Plan and upon such additional terms, including Vesting Conditions
(if any), as the Board determines.
4.2. Form of Invitation
(a) An Invitation may take any form, and be upon the terms and subject to any restrictions,
determined by the Board.
(b) An Invitation must include the following information:
3462-4474-1654, v. 1
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IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 23

Annexure B continued

6

(i) the number of Awards being offered or the method by which the number of Awards being offered will be calculated;
(ii) whether the Awards are in the form of Options or Performance Rights or a combination of both;
(iii) the period or periods during which Awards may vest;
(iv) any applicable Vesting Conditions;
(v) whether an Award is a Vesting Award or an Exercisable Award, and in the case of an Exercisable Award, any applicable Exercise Conditions;
(vi) the dates or circumstances in which Awards may lapse;
(vii) the Exercise Price for an Exercisable Award (if any) or the method by which that Exercise Price will be calculated, and whether Cashless Exercise is permitted;
(viii) the period or periods in which an Exercisable Award may be exercised;
(ix) the amount (if any) that will be payable by the Participant upon the grant of an Award;
(x) if the vesting or exercise of an Award will only be satisfied by an Allocation of Shares to the Participant, a statement of this requirement;
(xi) the circumstances (if any) in which Shares Allocated to the Participant may be forfeited;
(xii) any restrictions (including the period of restriction) on Dealing in a Share Allocated to the Participant upon vesting or exercise of an Award;
(xiii) the closing date for acceptance of the Invitation which may be described either as a specified date or generally as the closing date under a disclosure or application document (as the case may be); and
(xiv) any other terms or conditions to be attached to either or both the Award and Shares Allocated to the Participant.

4.3. Acceptance of an Invitation

(a) Acceptance of an Invitation must be made in accordance with the instructions that accompany the Invitation, or in any other way the Board determines.
(b) The Board may only allow the participation of an Eligible Executive in the Plan where that Eligible Executive continues to satisfy any relevant conditions imposed by the Board, which may include that the Eligible Executive continues to be employed or engaged by the Group (as relevant) at the time of grant.
(c) Nothing limits the Board’s ability to treat the conduct of an Eligible Executive in respect of an Invitation as valid acceptance of that Invitation under these Rules.
(d) By accepting an Invitation the Eligible Executive is deemed to have agreed to be bound by these Rules, the Terms and the Constitution.

4.4. Board to grant Awards

(a) Subject to the Terms and upon acceptance of an Invitation under Clause 4.3, the Board will grant Awards in the name of the Eligible Executive.

3462-4474-1654, v. 1

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(b) Unless the Board determines otherwise, Awards may not be registered in any name other than
that of the Eligible Executive.
4.5. Limit on grant of Awards
The Company will not make an Invitation under the Plan where the grant of the Awards contemplated
by the Invitation would result in the Company exceeding the maximum permitted under any instrument
of relief issued by ASIC from time to time relating to employee incentive schemes which the Company
is relying on in regards to the Invitation.
4.6. No interest or right until Award, vesting or exercise
(a) An Eligible Executive has no entitlement under these Rules to be granted any Award unless
and until such Award is granted under Clause 4.4.
(b) Unless and until Shares are Allocated to a Participant following vesting of a Vesting Award or
exercise of an Exercisable Award, the Participant has no interest in those Shares.
5. Dealing with Awards
5.1. Transfer of Awards
An Award granted under the Plan is only transferable:
(a) with the prior consent of the Board; or
(b) by force of law upon death to the Participant’s Personal Representative or upon bankruptcy to
the Participant’s trustee in bankruptcy.
5.2. Unvested Awards
Any Dealing in respect of an unvested Award is prohibited, unless the Board determines otherwise.
5.3. Purported Dealings
Where a Participant purports to Deal with an Award other than in accordance with Clause 5.1, the Award
will immediately lapse, unless the Board determines otherwise.
6. Vesting, Exercise, Lapse and Forfeiture
6.1. Vesting of Awards
(a) Subject to Clauses 6.1(b), 6.4, 9.1, 9.2 and 16.2, an Award will only vest where and to the
extent that the Vesting Conditions and any applicable additional terms specified in the Invitation
have been satisfied.
(b) If the vesting of an Award would arise in a period where dealings by the Company or a
Participant would be prohibited, vesting will be delayed until such time as dealings are
permitted. For the avoidance of doubt, the Board may determine that vesting will be delayed
only in relation to the affected Participant or in relation to some or all Participants who hold
Awards under the Plan.
6.2. Lapse of Awards
(a) An unvested Award will lapse upon the earliest to occur of:
(i) the date or the circumstance specified in the Invitation for the purposes of
Clause 4.2(b)(vi);
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IPD GROUP | ANNUAL GENERAL MEETING – NOTICE OF MEETING AND EXPLANATORY STATEMENT 25

Annexure B continued

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(ii) the Award lapsing in accordance with Clause 5.3;
(iii) the Award lapsing in accordance with a provision of this Clause 6;
(iv) failure to meet the Vesting Conditions applicable to the Award within the specified
period; or
(v) forfeiture in accordance with their Terms.
(b) A vested Exercisable Award will lapse upon the earliest to occur of:
(i) the date or the circumstance specified in the Invitation for the purposes of
Clause 4.2(b)(vi);
(ii) the Award lapsing in accordance with Clause 5.3;
(iii) the Award lapsing in accordance with a provision of this Clause 6;
(iv) failure to meet the Exercise Conditions applicable to the Award within the specified
period;
(v) the expiry of the period or periods specified for the purposes of Clause 4.2(b)(viii).
Unless the Terms provide otherwise, if more than one such period applies, then the
provision which results in earliest date of lapsing will prevail; or
(vi) forfeiture in accordance with their Terms.
6.3. Exercise of Exercisable Awards
(a) Subject to Clauses 6.3(c), 6.4, 9.1, 9.2 and 16.2, an Exercisable Award may only be exercised
if, at the time of exercise:
(i) the Award has vested in accordance with Clause 6.1;
(ii) the Award has not lapsed in accordance with Clause 6.2;
(iii) all Exercise Conditions are satisfied; and
(iv) either the Exercise Price of the Award (if any) specified in the Invitation has been paid
to the Company in cleared funds or the Company deducts that Exercise Price from any
cash payment made by the Company under Clause 7.1(b) or Cashless Exercise
applied in accordance with Clause 7.3.
(b) The exercise of an Exercisable Award may only be effected in a form and manner specified in
the Invitation or as otherwise determined by the Board. An Invitation may specify, and the
Board may otherwise determine, that a minimum number or multiple of Exercisable Awards can
be exercised at any given time of exercise.
(c) Notwithstanding any other provision of these Rules, no Exercisable Award will be exercisable
for a period which is greater than 15 years from the date of the grant of the Award.
6.4. Cessation of employment or engagement
(a) Subject to Clause 6.4(e) and subject to the Board discretion pursuant to Clause 6.4(b), if a
Participant ceases to be employed or engaged by a Group Company:
(i) the Participant's unvested Awards lapse; and
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9
(ii) any Award which has vested (and in the case of an Exercisable Award has not been
exercised at the time of resignation or termination for cause (including unlawful or
serious misconduct)) will not lapse because of that resignation or termination (and in
the case of an Exercisable Award will remain exercisable for the Cessation Period, after
which any Exercisable Award that has not been exercised during the Cessation Period
will then lapse).
(b) At any time prior to or within the Cessation Period the Board may determine in its discretion
that any of the Awards granted to a Participant who ceases to be employed or engaged by a
Group Company will be dealt with otherwise than in accordance with Clause 6.4(a) or any
different treatment determined by the Board at the time of an Invitation in accordance with
Clause 6.4(e).
(c) Where the Board exercises its discretion under Clause 6.4(b), it will give written notice to the
Participant of the Awards that have vested or lapsed (as applicable).
(d) Any Awards held by a Participant who ceases to be employed or engaged by a Group Company
that would otherwise become eligible for vesting under Clause 6.1 or would otherwise be
subject to an Allocation of Shares under Clause 7.1 will be suspended until the earlier of:
(i) the Board notifying the Participant that it has either exercised, or decided not to
exercise, its discretion under Clause 6.4(b); or
(ii) the expiry of the period specified in Clause 6.4(b).
(e) The Board may at the time of an Invitation, provide for a different treatment on a Participant
ceasing to be employed or engaged by a Group Company than that contemplated by Clause
6.4(a) in which case the Terms shall prevail over Clause 6.4(a) to the extent of any
inconsistency. This different treatment determined at the time of an Invitation remains subject
to the Board discretion pursuant to Clause 6.4(b).
(f) Subject to all applicable laws, at the discretion of the Board, a Participant who is granted an
approved leave of absence and who exercises their right to return to work under any applicable
award, enterprise agreement, other agreement, statute or regulation before the vesting of an
Award under the Plan will be treated for those purposes as not having ceased to be such an
employee, director or contractor (as relevant).
(g) In all cases, the treatment of Awards on a Participant ceasing to be employed or engaged by a
Group Company is subject to all applicable laws, including those in relation to the provision of
termination benefits under Part 2D.2 Division 2 of the Corporations Act. The Company is not
bound to exercise any discretion in connection with an Award or the Plan or provide any
associated benefit in connection with a Participant's cessation of employment or engagement
to the extent that the amount of the benefit (together with all other relevant termination benefits)
exceeds the amount that is permitted to be paid or given under the Corporations Act without
shareholder approval, if that shareholder approval has not been obtained. Nothing in the Plan
requires the Company or any related body corporate to seek the approval of their respective
shareholders to enable them to perform an action in connection with an Award.
6.5. Inappropriate benefits
(a) If, in the opinion of the Board, a Participant:
(i) acts fraudulently or dishonestly; or
(ii) is in breach of his or her obligations to any Group Company,
then the Board may in its discretion:
(iii) where they have not lapsed automatically under Clause 6.2(a)(v), deem any unvested
Award held by the Participant to have lapsed;
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(iv) deem all or any Shares already Allocated to the Participant following vesting or exercise of Awards to be forfeited;
(v) appoint an officer of the Company as his or her agent and attorney to either or both sell Shares already Allocated to the Participant on the ASX or transfer them into the name of the Company’s nominee; and
(vi) where any Shares already Allocated to the Participant have been sold by the Participant, require the Participant to pay to the Company all or part of the proceeds realised on that sale;
(vii) where the Company has paid a cash amount to the Participant under Clause 7.1(b), withhold, deduct or offset that amount (or part of that amount) from any other amount owing by any Group Company to the Participant, or require the Participant to repay that amount (or part of that amount) as a debt immediately due and payable to the Company; and
(viii) require the Participant to pay a cash amount equal to any dividends or other rights or benefits (in each case, calculated as set out in a notice from the Company to the Participant but excluding any imputed or associated tax credits or rebates, such as Australian franking credits, in relation to those dividends, rights or benefits) paid on or attributed to Shares which are forfeited under Clause 6.5(a)(iv).
(b) Where, in the opinion of the Board, a Participant’s Awards vest, or may vest, as a result of the fraud, dishonesty or breach of obligations of an employee of the Group (other than the Participant) or a material misstatement of the financial statements of the Group and, in the opinion of the Board, the Awards would not otherwise have vested, the Board may determine that the Awards have not vested and may, subject to applicable laws, determine:
(i) where Awards have not vested or Shares have not been Allocated or a cash amount has not been paid upon vesting or exercise of Awards, that the Awards have not vested and reset the Vesting Conditions applicable to the Awards; or
(ii) where Shares have been Allocated upon vesting of Awards, that the Shares are forfeited by the Participant and may, at the discretion of the Board, reissue any number of Awards to the Participant subject to new Vesting Conditions in place of the forfeited Shares;
(iii) where the Company has paid a cash amount to the Participant under Clause 7.1(b), that the amount is withheld, deducted from or offset against other amounts payable to the Participant or the amount is required to be repaid by the Participant (as described in Clause 6.5(a)(vii) and may, at the discretion of the Board, reissue any number of Awards to the Participant subject to new Vesting Conditions in place of the cash amount withheld, deducted, offset or repaid; or
(iv) any other treatment in relation to Awards or Shares Allocated under the Plan or cash payments to ensure no unfair benefit is obtained by a Participant as a result of such actions of another person.
(c) Without limiting Clause 6.5(a) or 6.5(b), where a Participant has received or may receive remuneration (whether under the Plan or otherwise) and the Board determines in good faith that, in order to ensure that no inappropriate benefit is obtained by the Participant:
(i) the remuneration should be reduced by an amount; or
(ii) an amount of the remuneration should be repaid, the Board may, subject to applicable laws, determine any treatment in relation to one or more of:

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(iii) the Participant's Awards;
(iv) Shares Allocated to the Participant under the Plan; or
(v) cash received by the Participant in connection with the Plan (including the proceeds of
sale of a Share Allocated under the Plan),
in order to offset the relevant amount.
(d) Nothing in this Clause 6.5 limits the ability of the Board and a Participant to agree to different
or additional forfeiture, repayment or offset arrangements.
(e) The Board's decision under this Clause 6.5 will be final and binding.
6.6. Forfeiture
(a) Where Shares are forfeited in accordance with these Rules or the applicable Terms and the
Shares are held by the Participant, the Participant is deemed to have agreed to dispose of his
or her legal and/or beneficial interest (as appropriate) in such Shares for no consideration and
the Shares will be transferred into the name of the Company's nominee.
(b) Where Shares are forfeited in accordance with these Rules or the applicable Terms and the
Shares are held by a trustee, the Participant's rights in the Shares will be extinguished for no
consideration and the Board may, at any time in the future, request the trustee to hold the
Shares for the benefit of a different or new Participant (and, pending implementation of such
request, the Shares shall comprise general trust property).
(c) Where Shares are forfeited pursuant to these Rules, the Company will repay to the Participant
any Exercise Price paid in relation to those Shares by the Participant.
7. Satisfaction of Awards
7.1. Allocation of Shares or cash payment
On vesting of a Vesting Award or the exercise of an Exercisable Award, the Company must, at the
discretion of the Board either:
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(a) subject to Clause 7.3, Allocate a Share to the Participant (or his Personal Representative); or
(b) unless prohibited by the Terms, make a cash payment to the Participant (or his Personal Representative) in lieu of an Allocation of a Share.

7.2. Cash payments

(a) Where it is not prohibited by the Terms and the Board exercises its discretion under Clause 7.1 to make a cash payment to a Participant in lieu of an Allocation of Shares, the Company must pay to the Participant an amount (in any currency determined by the Board in its discretion) equivalent to the value of the Vesting Awards that have vested or the Exercisable Awards that have been exercised (as applicable) calculated in accordance with Clause 7.2(b).
(b) The amount of the cash payment referred in Clause 7.2(a) will be calculated by multiplying the number of Vesting Awards that have vested or the number of Exercisable Awards that have been exercised (as applicable) by the Current Market Price less, in the case of Exercisable Awards, any Exercise Price of those Exercisable Awards which has not been paid by the Participant to the Company.
7.3. Cashless Exercise

If:

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(a) the Terms of an Exercisable Award specify that Cashless Exercise is permitted;
(b) the Participant elects that Cashless Exercise is to apply to the exercise of those Exercisable
Awards; and
(c) the Current Market Price on the date of exercise of the Exercisable Awards is greater than the
Exercise Price of the Exercisable Awards,
on the exercise of the Exercisable Awards by that Participant, the Company must Allocate that
number of Shares calculated in accordance with the following formula rounded down to the nearest
whole number of Shares:
NS = NO x [(MV - EP) ÷ MV]
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where:
(d) NS is the number of Shares to be Allocated on the exercise of the Exercisable Awards;
(e) NO is the number of Exercisable Awards exercised by the Participant;
(f) MV is the Current Market Price of Shares on the date of exercise of the Exercisable Awards;
and
(g) EP is the Exercise Price of the Exercisable Awards.
7.4. Share ranking
Any Shares issued under the Plan upon vesting or exercise of an Award will rank equally in all respects
with other Shares for the time being on issue by the Company except as regards any rights attaching
to such Shares by reference to a record date prior to the date of their issue.
7.5. Listing of Shares on ASX
If Shares of the same class as those issued on the vesting or exercise of an Award are quoted on ASX,
the Company will apply for quotation of Shares issued under the Plan within the period required by
ASX.
7.6. Notification of Share allocation
The Company must ensure that, as soon as reasonably practicable after the Company has Allocated
Shares to a Participant in accordance with Clause 7.1, the Participant is given written notice specifying
the number of Shares Allocated to the Participant.
8. Restriction on Dealing with Shares
8.1. Imposition of restriction
(a) The Board may, at its discretion, impose a restriction on Dealing with Shares Allocated on
vesting or exercise of an Award.
(b) The Board must provide the Participant with details of any such restrictions in accordance with
Clause 4.2(b)(xii).
8.2. Procedures to restrict Dealings
The Company may implement any procedure it considers appropriate to restrict a Participant from
Dealing in Shares in accordance with a determination made under Clause 8.1(a), including through the
imposition of a holding lock or requiring that the Shares be held in trust on behalf of a Participant.
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13
8.3. Undertakings
By accepting an Invitation, each Participant undertakes not to take any action or permit another person
to take any action to remove any restriction procedure imposed by the Company under Clause 8.1(a).
9. Events and Change of Control
9.1. Events
(a) If an Event occurs prior to an Award being vested, then the Board may, within 14 days of the
Event, determine in its absolute discretion whether some or all of the Participant’s Awards:
(i) become vested Awards (whether subject to further Vesting Conditions and/or Exercise
Conditions or not);
(ii) lapse or are forfeited;
(iii) remain subject to the applicable periods for measurement, vesting dates, Vesting
Conditions and/or Exercise Conditions; or
(iv) become subject to substitute or varied periods for measurement, vesting dates, Vesting
Conditions and/or Exercise Conditions
having regard to any matter the Board considers relevant, including the circumstances of the
Event (including the value being proposed to shareholders), the extent to which the applicable
Vesting Conditions and/or Exercise Conditions have been satisfied (or estimated to have been
satisfied) at the time of the Event and/or the proportion of the period between the date of grant
of the Award and the vesting date that has passed at the time of the Event.
(b) Where the Board determines pursuant to Clause 9.1(a) that Awards vest and in the case of
Exercisable Awards may be exercised, the Board must as soon as practicable give written
notice to each Participant of the number of Awards that have vested or may be exercised.
(c) If the Board determines under Clause 9.1(a) that only some of a Participant's unvested Awards
will vest, all Awards that remain unvested will lapse, unless the Board determines otherwise.
9.2. Change of Control
If there is a Change of Control prior to an Award becoming vested, and the Board does not exercise a
discretion pursuant to Clause 9.1(a), all of the Participant's unvested Awards will lapse.
9.3. Effect on Shares
On the occurrence of an Event or a Change of Control:
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(a) all Shares Allocated under the Plan then subject to a Dealing restriction under Clause 8 will be released from the restriction; and (b) where Shares Allocated under the Plan are held on behalf of the Participant, on receiving notice from the Company that an Event or a Change of Control has occurred, the Company will require the trustee to arrange for the Shares to be transferred into the name of the Participant, unless the Board determines otherwise. 9.4. Acquisition of shares in Acquiring Company If a company ( Acquiring Company ) obtains control of the Company as a result of: (a) a Takeover Bid; 3462-4474-1654, v. 1

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(b) a proposed scheme of arrangement between the Company and its members; (c) a selective capital reduction; or (d) another corporate action, and the Company, the Acquiring Company and the Participant agree, a Participant may, upon vesting of Vesting Awards or exercise of Exercisable Awards be provided with shares of the Acquiring Company or its parent in lieu of Shares, on substantially the same terms and subject to substantially the same conditions as the Shares, but with appropriate adjustments to the number and kind of shares subject to the Awards.

10. Adjustments to Awards

10.1. No participation An Award does not confer on a Participant the right to participate in new issues of Shares by the Company, including by way of bonus issue, rights issue or otherwise.

10.2. Reorganisation (a) If, prior to the exercise of an Award, the Company undergoes a reorganisation of capital the Board may, subject to all applicable laws and the Listing Rules, make adjustments to the terms of the Awards to the extent necessary to comply with the Listing Rules as they apply to the Company at the relevant time. (b) Subject to all applicable laws and, while the Company is Listed the Listing Rules, the Board may also make such adjustments as it considers appropriate, if any, to one or more of the following: (i) the number of Awards; (ii) the Exercise Price of an Exercisable Award; (iii) where an Exercisable Award has been exercised but no Shares have been Allocated following the exercise, the number of Shares which may be Allocated; or (iv) the terms of a Vesting Condition, in the event of any of the circumstances set out in Clause 10.2(c). (c) The circumstances in which the Board may make the adjustments under Clause 10.2(b) are: (i) if there are variations in the share capital of the Company, including a capitalisation of reserves or distributable profits, rights issue, sub-division, consolidation or reduction of share capital, a demerger (in whatever form) or other distribution in specie; or (ii) in relation to a Vesting Condition, other events not in the ordinary course (and not related solely to the performance of the Group) which cause the Board to consider that the original terms of the Vesting Condition are no longer measurable, meaningful and/or likely to incentivise Participants appropriately, provided that the Vesting Condition is in the opinion of the Board no less difficult to satisfy than the original Vesting Condition as at the time the Award was made. (d) Where additional Awards are granted to the Participant under this Clause 10.2, such Awards will be subject to the same terms and conditions as the original Awards granted to the Participant (including any Vesting Conditions) unless the Board determines otherwise.

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(e) The Board must as soon as reasonably practicable after making any adjustments under this
Clause 10.2, give notice in writing of the adjustment to any affected Participant.
11. Withholding
11.1. Withholding and Tax Liability
If a Group Company is obliged, or reasonably believes it may have an obligation, as a result of or in
connection with:
(a) the grant of an Award to a Participant, or the vesting or exercise of any Award;
(b) the payment of any cash amount to a Participant (including pursuant to Clause 7.1); or
(c) the Allocation of Shares to, or on behalf of, a Participant (including pursuant to Clause 7.1),
to account for income tax or employment taxes under any wage, withholding or other arrangements or
for any other tax, social security contributions or levy or charge of a similar nature ( Tax Liability ), then
the Group Company is entitled to, at their election:
(d) withhold such amounts and make such arrangements as it considers necessary; or
(e) be reimbursed by the Participant,
for the amount or amounts so paid or payable.
11.2. Deferral of grant
Where Clause 11.1 applies, the Group Company is not obliged to grant the Awards, pay the relevant
amount or Allocate the relevant Shares to the Participant unless the Group Company is satisfied that
arrangements have been made for withholding, payment or reimbursement of the Tax Liability. Those
arrangements may include, at the Group Company's election:
(a) the Participant forgoing their entitlement to an equivalent number of Shares that would
otherwise be Allocated to the Participant;
(b) a reduction in any amount that is otherwise payable to the Participant; or
(c) the sale, on behalf of the Participant, of Shares Allocated or otherwise to be Allocated to the
Participant and where this happens, the Participant will also reimburse the costs of any such
sale, including any stamp duty or brokerage, in addition to the Tax Liability.
12. Participants Based Overseas
12.1. Non-Australian residents
When an Award is granted under the Plan to a person who is not a resident of Australia, the provisions
of the Plan apply subject to such alterations or additions as the Board determines having regard to any
applicable or relevant laws, matters of convenience and desirability and similar factors which may have
application to the Participant or to the Company in relation to the Award.
12.2. Transfers outside Australia
If a Participant is transferred to work for a Group Company outside Australia and, as a result of that
transfer, the Participant would:
(a) suffer a tax disadvantage in relation to their Awards which is demonstrated to the satisfaction
of the Board; or
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(b) become subject to restrictions on their ability to Deal with the Awards, or to hold or Deal in the
Shares or the proceeds of the Shares acquired on vesting or exercise, because of the laws
(including securities or exchange control laws) of the country to which he or she is transferred,
then, if the Participant continues to hold an office with a Group Company or continues to be employed
or engaged by a Group Company, the Board may decide that the Awards will vest or in the case of
Exercisable Awards may be exercised on a date the Board determines before or after the transfer takes
effect. The Awards will vest to, or on behalf of, the Participant to the extent permitted by the Board and
will not lapse as to the balance. The Exercisable Awards may be exercised to the extent permitted by
the Board.
13. Applicable Law
13.1. No contraventions
(a) Notwithstanding any other provision of these Rules, no Award or Share may be offered under
the Plan if to do so would contravene the Corporations Act instruments of relief issued by ASIC
from time to time relating to employee incentive schemes which the Company is relying on or,
while the Company is Listed, the Listing Rules.
(b) Notwithstanding any other provision of these Rules, Awards and Shares must not be issued,
assigned, transferred, sold, purchased or otherwise dealt with under the Plan if to do so would
contravene the Applicable Law.
13.2. Subject to Applicable Law
These Rules and the entitlements of Participants under these Rules are subject to the Applicable Law.
13.3. ASIC relief
(a) Notwithstanding any other provision of these Rules, every provision set out in an exemption
from, or modification to, the provisions of the Corporations Act granted from time to time by
ASIC in respect of the Plan that is required to be included in these Rules in order for the
exemption or modification to have effect is deemed to be contained in these Rules.
(b) To the extent that any provision deemed by Clause 13.3(a) to be contained in these Rules is
inconsistent with any other provision in these Rules, the deemed provision will prevail.
14. Amendments to the Plan
14.1. Power to make amendments
(a) Subject to Clause 14.2, the Board may at any time by resolution:
(i) amend all or any of the provisions of the Plan; or
(ii) amend the terms or conditions of any Award granted under the Plan.
(b) For the avoidance of doubt, any exercise by the Board of a discretion contemplated by these
Rules (including under Clause 10.2(b)) or the Terms of an Award will not constitute an
amendment pursuant to this Clause 14.
14.2. Restrictions on amendments
Subject to Clause 14.3, the Board may not exercise its powers under Clause 14.1(a) in a manner which
adversely affects the existing rights of the Participant in respect of any granted Award or Share already
Allocated except with the consent of the Participant.
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14.3. Permitted amendments
Clause 14.2 does not apply to an amendment which the Board considers necessary or desirable to:
(a) comply with or to take account of a change in legislation, exchange control, or other regulatory
requirement governing or regulating the maintenance or operation of the Plan or similar plans,
in any jurisdiction in which invitations under the Plan have been made;
(b) while the Company is Listed, comply with or to take account of a change in the Listing Rules;
(c) correct any manifest error or mistake; or
(d) take into consideration possible adverse tax implications in respect of the Plan arising from,
amongst others, adverse rulings, changes to tax legislation or changes in the interpretation of
tax legislation by a court of competent jurisdiction.
14.4. Termination or suspension of the Plan
(a) The Board may, at any time, terminate or suspend the Plan.
(b) The termination or suspension of the Plan will not affect any existing Awards granted under the
Plan and the terms of the Plan will continue to apply to such Awards provided that, in the case
of termination, all Shares Allocated under the Plan then subject to a Dealing restriction under
Clause 8 may at the discretion of the Board be released from the restriction on the date of
termination or on such other date specified by the Board.
(c) A Participant may not claim any compensation as a result of termination or suspension of the
Plan.
15. Rights and Obligations of Participant
15.1. No effect on contracts
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Unless the subject of an express provision in an employment or engagement contract, the rights and obligations of any Eligible Executive under the terms of their office, employment or engagement or contract with the Group are not affected by their participation in the Plan.

15.2. Not part of contracts

These Rules do not form part of, and are not incorporated into, any contract of any Eligible Executive (whether or not they are an employee, director or contractor of a Group Company).

15.3. No conferral or effect on other rights

Nothing in these Rules:

(a) confers on any Eligible Executive the right to become or remain an Eligible Executive or to participate in the Plan;
(b) confers on any Eligible Executive or Participant the right to continue to be employed or engaged by a Group Company;
(c) affects any rights which a Group Company may have to terminate the employment or engagement of an Eligible Executive or will be taken into account in determining an Eligible Executives or Participant's termination or severance pay (if relevant);
(d) may be used to increase damages in any action brought against a Group Company in respect of such termination of employment or engagement; or

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(e) confers any responsibility or liability on any Group Company or its directors, officers,
employees, representatives or agents in respect of any taxation liabilities of the Eligible
Executive or Participant.
15.4. Future participation
The grant of Awards on a particular basis in any year does not create any right or expectation of the
grant of Awards on the same basis, or at all, in any future year.
15.5. No right to compensation
No Participant has any right to compensation for any loss in relation to the Plan, including:
(a) any loss or reduction of any rights or expectations under the Plan in any circumstances or for
any reason (including lawful or unlawful termination of employment or engagement or the
employment or engagement relationship);
(b) any exercise of a discretion or a decision taken in relation to a grant of Awards or in relation to
the Plan, or any failure to exercise a discretion under these Rules; or
(c) the operation, suspension, termination or amendments of the Plan.
16. Administration of the Plan
16.1. Power of the Board
(a) The Plan will be administered by the Board.
(b) The Board has power to:
(i) determine appropriate procedures for administration of the Plan consistent with these
Rules;
(ii) appoint or engage service providers for the operation and administration of the Plan;
and
(iii) delegate to any one or more persons for such period and on such conditions as it may
determine the exercise of any of its powers or discretions arising under the Plan.
(c) Except as otherwise expressly provided in the Plan, the Board has absolute and unfettered
discretion to act or refrain from acting under or in connection with the Plan and in the exercise
of any power or discretion under the Plan.
16.2. Waiver of terms and conditions
Notwithstanding any other provisions of the Plan, the Board may at any time waive in whole or in part
any terms or conditions (including any Vesting Condition or Exercise Condition) in relation to any
Awards granted to any Participant.
16.3. Dispute or disagreement
In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or
right arising from or related to the Plan or to any Awards granted under it, the decision of the Board is
final and binding.
16.4. Liability
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The Group Companies and their respective directors and officers are not liable for anything done or omitted to be done by such person or any other person with respect to:

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(a) the price, time, quantity or other conditions and circumstances of the acquisition, custody or
sale of Shares;
(b) any fluctuations in the market price of Shares; and
(c) anything done in connection with the Plan,
except for the dishonesty, fraud or wilful default of such person.
16.5. Appointment of agent
Each Participant appoints the company secretary of the Company (or any other officer of the Company
authorised by the Board for this purpose) as his or her agent to do anything necessary or desirable to:
(a) Allocate Shares to the Participant in accordance with these Rules;
(b) effect a forfeiture of Shares in accordance with these Rules; and
(c) execute transfers of Shares in accordance with these Rules.
16.6. Data protection
By participating in the Plan, each Participant consents to the holding and processing of personal data
provided by the Participant to the Company for all purposes relating to the operation of the Plan. These
include:
(a) administering and maintaining Participants' records;
(b) providing information to trustees of any employee benefit trust, registrars, brokers or third party
administrators of the Plan;
(c) providing information to future purchasers of the Company or the business in which the
Participant works; and
(d) transferring information about the Participant to a country or territory outside Australia.
16.7. Information
Participants acknowledge that the Company may have reporting obligations in relation to participation
in the Plan. Participants authorise the Company to provide information regarding their participation in
the Plan, and any related information, to any tax authority or other person to the extent required by law
or by the official policy of the tax authority or a government agency.
16.8. Connection with other plans
(a) A Group Company is not restricted to using the Plan as the only method of providing incentive
rewards to employees, directors or contractors and may approve and introduce other incentive
plans.
(b) Participation in the Plan does not affect, and is not affected by, participation in any other
incentive or other plan operated by the Group Companies unless the terms of that other plan
provides otherwise or unless otherwise stated in the Invitation.
16.9. Amounts owing by a Participant
Where a Participant owes any amount or amounts to a Group Company, including the outstanding
balance of any loan account, any overpayment of leave or wages or salary, or any loss suffered by a
Group Company as a result of any breach of contract, statutory duty or tort committed by the Participant,
the Board may, in respect of any Awards granted to the Participant:
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(a) prevent the exercise of some or all of the Awards;

(b) determine that some or all of the Awards lapse; or

to take into account of and in settlement of any such amounts.

16.10. Advice

(a) There are legal and tax consequences associated with participation in the Plan. Eligible Executives should ensure that they understand these consequences before accepting an Invitation to participate in the Plan.

(b) Any advice given by or on behalf of the Company is general advice only, and Eligible Executives should consider obtaining their own financial product advice from an independent person who is licensed by ASIC to give such advice.

17. Notices

17.1. Giving of notices to Eligible Executive or Participant

Any notice, consent or other communication under or in connection with the Plan may be given by the Company to an Eligible Executive or Participant if:

(a) delivered personally to the addressee or sent by prepaid post to his last known residential address or to the address of the place of business at which the Participant performs all or most of their duties ( Place of Business );

(b) sent to him or her by facsimile or email to his last notified fax number or email address or to fax number or email address at the Place of Business; or

(c) posted on any intranet or website maintained by the Company or an administrator of the Plan and accessible by that Eligible Executive or Participant.

17.2. Giving of notices to Group Company

Any notice, consent or other communication under or in connection with the Plan may be given by an Eligible Executive or Participant to a Group Company if delivered or by sending it by post or facsimile to its registered office (or any other address notified by that company from time to time for that purpose ( Notified Address )) or the fax number (if any) of that registered office (or Notified Address). 17.3. Receipt of notices

Where a notice or other communication is given by post, it is deemed to have been received 48 hours after it was posted. Where a notice or other communication is given by facsimile or email, it is deemed to have been received on completion of transmission.

18. Governing Law

18.1. Governing law

The Rules and the rights of Eligible Executives and Participants under the Plan are governed by and must be construed according to the law applying in New South Wales, Australia.

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Proxy Voting Form If you are attending the meeting in person, please bring this with you for Securityholder registration.

Holder Number:

Your proxy voting instruction must be received by 11.00am (AEDT) on Saturday, 26 November 2022, 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 Lodging your Proxy Voting Form: 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 Online: investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should Use your computer or smartphone to advise their broker of any changes. appoint a proxy at STEP 1 – APPOINT A PROXY https://investor.automic.com.au/#/log If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name insah of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if or scan the QR code below using you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. your smartphone DEFAULT TO THE CHAIR OF THE MEETING Login & Click on ‘Meetings’. Use Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, the Holder Number as shown at the who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the top of this Proxy Voting Form. 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 KMP. 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 BY MAIL: the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy Automic 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. GPO Box 5193 APPOINTMENT OF SECOND PROXY Sydney NSW 2001 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 IN PERSON: percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms Automic together. If you require an additional Proxy Voting Form, contact Automic Registry Services. Level 5, 126 Phillip Street SIGNING INSTRUCTIONS Individual : Where the holding is in one name, the Shareholder must sign. Sydney NSW 2000 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 BY EMAIL: a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. [email protected] 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://automic.com.au.

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBCHAT: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

┘

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of IPD Group Limited, to be held at 11.00am (AEDT) on Monday, 28 November 2022 at Christie Conference Spaces – North Sydney, Room F, Level 4 100 Walker Street, North Sydney NSW 2060 hereby: 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 Resolutions 1, 5 and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5 and 6 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 – Your voting direction Resolutions For Against Abstain 1. Adoption of Remuneration Report 2. Re-election of Mr David Rafter as Director 3. Re-election of Mr Mohamed Yoosuff as Director 4. Appointment of Auditor 5. Approval of Issue of Performance Rights to Michael Sainsbury, Director of the Company 6. Approval of Issue of Performance Rights to Mohamed Yoosuff, Director of the Company 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 of your communications despatched by the Company electronically (where legally permissible).

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IPD GROUP LTD — AGM Information 2022

65136_rns_2022-10-26_861840af-5253-4f26-aef0-88c87b64b59a.pdf

Notice of Annual General Meeting and related documents

-- ENDS –

Further information

About IPD Group

Annual General Meeting – Letter to Shareholders

Your vote is important

Proxy Forms received later than this time will be invalid.

ANNUAL GENERAL MEETING | 2022

Address

Reliably serving Australia for 70 years

Contents

Venue and Voting Information

Your vote is important

Voting in person

Voting by proxy

Power of Attorney

Corporate Representatives

Notice of Annual General Meeting

A enda g

Ordinary business

Financial statements and reports

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

Re-election of Directors

Resolution 2 – Re-election of Mr David Rafter as Director

Resolution 3 – Re-election of Mr Mohamed Yoosuff as Director

Appointment of Auditor

Resolution 4 – Appointment of Auditor

Issue of Performance Rights under Employee Incentive Plan

Resolution 5 – Approval of Issue of Performance Rights to Michael Sainsbury, Director of the Company

Resolution 6 – Approval of Issue of Performance Rights to Mohamed Yoosuff, Director of the Company

By order of the board

Explanatory Statement

Agenda

Ordinary business

Financial statements and reports

Written questions of the auditor

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

Voting

Re-election of Directors

Resolution 2 – Re-election of Mr David Rafter as Director

Biography

Directors’ recommendation

Resolution 3 – Re-election of Mr Mohamed Yoosuff as Director

Biography

Directors’ recommendation

Appointment of Auditor

Resolution 4 – Appointment of Auditor

Directors’ recommendation

Issue of Performance Rights under the Employee Incentive Plan

Resolutions 5 and 6 – Approval of Issue of Performance Rights to Michael Sainsbury and Mohamed Yoosuff, Directors of the Company

Background

Table A

Performance conditions

TSR Rights

NPAT Rights

Director and Related Party Approvals

Chapter 2E of the Corporations Act

Information Required by ASX Listing Rule 10.15

Enquiries

Glossary

Annexure A

Notice of nomination of auditor

Re: Nomination of Auditor

Annexure B

Employee Incentive Plan Rules

Table of Contents

Employee Incentive Plan Rules

1. Definitions and Interpretation

Change of Control means:

Current Market Price means:

Eligible Executive means:

6

4.3. Acceptance of an Invitation

IPD GROUP LTD AGM Information 2022