Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

IVE GROUP LIMITED AGM Information 2025

Oct 23, 2025

65109_rns_2025-10-23_130a3e10-4dc8-46c8-af16-b26dc09e4523.pdf

AGM Information

Open in viewer

Opens in your device viewer

==> picture [584 x 152] intentionally omitted <==

ASX RELEASE – IVE GROUP LIMITED (ASX:IGL)

24 October 2025

Notice of 2025 Annual General Meeting

IVE Group Limited ( IVE Group ) attaches the Notice of Meeting and Proxy Form for IVE Group’s 2025 Annual General Meeting ( AGM ) which has been sent to shareholders today.

The AGM will be held on Tuesday, 25 November 2025 commencing 10:00am (Sydney time) at the Balinga Room, Grace Hotel, 77 York Street, Sydney NSW 2000.

This announcement has been approved by Matt Aitken, Managing Director.

Contact: Tony Jackson, Investor Relations

+612 9089 8548

  • 61 410 499 043

[email protected]

24 October 2025

Dear Shareholder,

On behalf of the Board of IVE Group Limited ( IVE Group or the Company ), I am pleased to invite you to attend the 2025 Annual General Meeting ( AGM ) of IVE Group. Enclosed is the Notice of Meeting setting out the business of the AGM.

IVE Group’s 2025 AGM will be held on Tuesday, 25 November 2025 commencing 10:00am (Sydney time) at the Balinga Room, Grace Hotel, 77 York Street, Sydney NSW 2000.

I encourage you to read the enclosed Notice of Meeting (including the Explanatory Memorandum). If you are unable to attend the AGM, I encourage you to complete and return the enclosed Proxy Form. The Proxy Form must be received no later than 10.00am (Sydney time) on Sunday, 23 November 2025 in one of the ways specified in the Notice of Meeting and Proxy Form.

Subject to the abstentions noted in the Explanatory Memorandum, the Directors of IVE Group unanimously recommend that Shareholders vote in favour of all resolutions.

If you haven’t already, I encourage you to elect to receive documents from IVE Group electronically. It enables us to provide you with information more quickly and is consistent with our commitment to sustainable business practices. To update your preferences, contact our registry provider, Automic, on 1300 288 664 (within Australia) or +61 (8) 9324 2099 (outside Australia).

Following the conclusion of the AGM, you are welcome to join the Board and Management for light refreshments.

Thank you for your continued support of IVE Group and I look forward to welcoming you to our 2025 AGM.

Yours faithfully,

==> picture [132 x 57] intentionally omitted <==

James Todd Chairman

IVE Group Limited Notice of Annual General Meeting

1

==> picture [87 x 37] intentionally omitted <==

ABN 62 606 252 644

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting ( AGM or Meeting ) of shareholders of IVE Group Limited ( IVE Group or Company ) will be held on Tuesday, 25 November 2025 at 10:00am (Sydney time) at the Balinga Room, Grace Hotel, 77 York Street, Sydney NSW 2000 .

An audio webcast of the AGM will be available at https://us02web.zoom.us/webinar/register/WN_ jHZjT6zqQZKD887Rm6dlmA for shareholders to listen to the proceedings and view the presentations. NOTE: Shareholders who listen to the audio webcast and view the presentations online will not be able to vote or ask questions during the Meeting via the webcast.

Shareholders should monitor the Company’s website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the Meeting.

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum, Entitlement to Attend and Vote section are part of this Notice of Meeting.

QUESTIONS AND COMMENTS

Before the AGM

Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance are invited to do so. If you wish to submit questions to the Company or KPMG, the external auditor ( Auditor ), in advance of the AGM, questions must be received no later than 5:00pm (Sydney time) on Tuesday, 18 November 2025 by email: [email protected]

Written questions submitted to the Auditor must be relevant to the content of the Independent Auditor’s Report or the conduct of the audit. During the AGM, the Chair of the Meeting will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to Shareholders.

2

IVE Group Limited Notice of Annual General Meeting

During the AGM

Following consideration of the Reports, the Chair of the Meeting will give shareholders as a whole a reasonable opportunity to ask questions about or comment on the management of the Company.

During the Meeting, the Chair of the Meeting will also give shareholders as a whole a reasonable opportunity to ask the Auditor questions relevant to:

  • (a) the conduct of the audit;

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

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

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

CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors’ Report and the Independent Auditor’s Report of the Company for the financial year ended 30 June 2025.

All shareholders can view the Annual Report which contains the Financial Report, the Directors’ Report, and the Independent Auditor’s Report of the Company for the year ended 30 June 2025 on the Company’s website at www.ivegroup.com.au.

Shareholders are not required to vote on this item. However, during this item, shareholders as a whole will be given an opportunity to ask questions about, and make comments on, IVE Group’s 2025 Annual Report.

ITEMS FOR APPROVAL

Resolution 1. Re-Election of Director – Andrew Bird

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Andrew Bird, who retires in accordance with clause 7.1(d) of the Company’s Constitution and being eligible, is re-elected as a Director of the Company.”

Resolution 2. Re-Election of Director – Gavin Bell

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Gavin Bell, who retires in accordance with clause 7.1(d) of the Company’s Constitution and being eligible, is re-elected as a Director of the Company.”

Resolution 3. Remuneration Report

To consider and, if thought fit, pass the following as a non-binding ordinary resolution of the Company:

“That the Company’s Remuneration Report for the financial year ended 30 June 2025, as set out in the Directors’ Report, is adopted.”

The Remuneration Report is contained in the 2025 Annual Report (available at www.ivegroup.com.au). Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (the Corporations Act ), the vote on this resolution is advisory only and does not bind the Directors or the Company.

3

IVE Group Limited Notice of Annual General Meeting

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3:

  • (a) by or on behalf of a member of the Key Management Personnel ( KMP ) whose remuneration details are included in the 2025 Remuneration Report or their closely related parties, regardless of the capacity in which the vote is cast; or

  • (b) as a proxy by a person who is a member of the Company’s KMP at the date of the Meeting or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote on Resolution 3:

  • (a) in accordance with a direction in the proxy form; or

  • (b) by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy even though Resolution 3 is connected with the remuneration of the Company’s KMP.

"Key management personnel” and “closely related party” have the same meaning as set out in the Corporations Act.

In accordance with section 250BD of the Corporations Act, a vote must not be cast on Resolution 3 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair of the Meeting where the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

Resolution 4. Issue of Rights under the IVE Group Equity Incentive Plan – Matthew Aitken (FY26 LTI)

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of up to 253,807 performance rights to Matthew Aitken under the IVE Group Equity Incentive Plan on the terms described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4:

  • (a) in favour of the resolution by or on behalf of Matthew Aitken or his associates, regardless of the capacity in which the vote is cast; or

  • (b) as a proxy by a person who is a member of the Company’s KMP at the date of the Meeting or their closely related parties,

unless the vote is cast on Resolution 4:

  • (a) as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or

  • (b) as proxy for a person entitled to vote on Resolution 4 by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy as the Chair of the Meeting decides; or

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

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 4; and

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

IVE Group Limited Notice of Annual General Meeting

4

Resolution 5. Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY25 STI)

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 33,582 fully paid ordinary shares to Matthew Aitken on the terms described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5:

  • (a) in favour of the resolution by or on behalf of Matthew Aitken or his associates, regardless of the capacity in which the vote is cast; or

  • (b) as a proxy by a person who is a member of the Company’s KMP at the date of the Meeting or their closely related parties,

unless the vote is cast on Resolution 5:

  • (a) as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with the directions given to the proxy or attorney to vote on Resolution 5 in that way; or

  • (b) as proxy for a person entitled to vote on Resolution 5 by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy as the Chair of the Meeting decides; or

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

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 5; and

  • (ii) the holder votes on Resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6. Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY26 STI)

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of fully paid ordinary shares to Matthew Aitken up to the value of $125,000 on the terms described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 6:

  • (a) in favour of the resolution by or on behalf of Matthew Aitken or his associates, regardless of the capacity in which the vote is cast; or

  • (b) as a proxy by a person who is a member of the Company’s KMP at the date of the Meeting or their closely related parties,

unless the vote is cast on Resolution 6:

  • (a) as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with the directions given to the proxy or attorney to vote on Resolution 6 in that way; or

  • (b) as proxy for a person entitled to vote on Resolution 6 by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy as the Chair of the Meeting decides; or

IVE Group Limited Notice of Annual General Meeting

5

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

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 6; and

  • (ii) the holder votes on Resolution 6 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 7. Non-Executive Director Fee Sacrifice Share Acquisition Plan

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of share rights to Non-Executive Directors and their associates under the Non-Executive Director Fee Sacrifice Share Acquisition Plan on the terms described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 7:

  • (a) in favour of the resolution by or on behalf of any non-executive director of the Company who is eligible to participate in the Non-Executive Director Fee Sacrifice Share Acquisition Plan or any of their associates, regardless of the capacity in which the vote is cast; or

  • (b) as a proxy by a person who is a member of the Company’s KMP at the date of the Meeting or their closely related parties,

unless the vote is cast on Resolution 7:

  • (a) as proxy or attorney for a person who is entitled to vote on Resolution 7, in accordance with the directions given to the proxy or attorney to vote on Resolution 7 in that way; or

  • (b) as proxy for a person entitled to vote on Resolution 7 by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy as the Chair of the Meeting decides; or

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

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 7; and

  • (ii) the holder votes on Resolution 7 in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

==> picture [72 x 56] intentionally omitted <==

Darren Dunkley Company Secretary

24 October 2025

6

IVE Group Limited Notice of Annual General Meeting

ENTITLEMENT TO ATTEND AND VOTE

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 10:00am (Sydney time) on Sunday, 23 November 2025 will be entitled to attend and vote at the AGM as a shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, the vote of the holder named first in the register who tenders a vote, whether in person or by proxy, attorney or representative, must be accepted to the exclusion of the votes of the other joint holders.

Appointment of Proxy

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder’s votes.

To be effective, the proxy must be received at the Share Registry of the Company no later than 10:00am (Sydney time) on Sunday, 23 November 2025 (48 hours before AGM). Proxies must be received before that time by one of the following methods:

Online: Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘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 the Online Proxy Lodgement Guide at - https://www.automicgroup.com.au/virtual agms/ By post: IVE Group Limited C/- Automic Group GPO Box 5193 Sydney NSW 2001 Australia By facsimile: +61 2 8583 3040 By delivery (in person): Automic Group Level 5, 126 Phillip Street Sydney NSW 2000 During business hours Monday to Friday (9:00am to 5:00pm)

If you wish to indicate how your proxy should vote, please mark the appropriate boxes online or on the proxy form. If you do not direct your proxy how to vote on a particular item of business, you are authorising your proxy to vote as your proxy decides, subject to any applicable voting exclusions.

To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

IVE Group Limited Notice of Annual General Meeting

7

Power of Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10:00am (Sydney time) on Sunday, 23 November 2025, being 48 hours before the AGM.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Act. The representative must provide satisfactory evidence of their appointment prior to the commencement of the Meeting. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry online at https://www.automicgroup.com.au/investor-services/how-do-i-appoint-a-corporate-representative

IMPORTANT: If you appoint the Chair of the Meeting as your proxy, or the Chair becomes your proxy by default, and you do not direct your proxy how to vote on Resolutions 3, 4, 5, 6 and 7 then by submitting the proxy form you will be expressly authorising the Chair of the Meeting to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the KMP.

If your appointed proxy does not attend the Meeting, or does not vote as directed, the Chair of the Meeting will become your proxy by default and will cast any available proxies as directed (subject to any applicable voting exclusions).

If you intend to appoint a member of the Company’s KMP (other than the Chair) or their closely related party as your proxy, they will not be able to cast your votes on Resolutions 3, 4, 5, 6 and 7, unless you direct them how to vote by marking “For”, “Against” or “Abstain” for each of those items of business.

Voting at the Meeting

Voting on each of the proposed resolutions at this Meeting will be conducted by a poll.

CONDUCT OF MEETING

IVE Group is committed to ensuring that its shareholder meetings are conducted in a manner which provides those Shareholders (or their proxy holders) who attend the meeting with a reasonable opportunity to participate in the business of the meeting in an orderly fashion and to ask questions about and comment on matters relevant to the business of the meeting or about the Company generally. IVE Group will not allow conduct at any Shareholder meeting which is discourteous to those who are present at the meeting, or which in any way disrupts or interferes with the proper conduct of the meeting. The Chair of the Meeting will exercise his powers as the Chair to ensure that the meeting is conducted in an orderly and timely fashion, in the interests of all attending Shareholders.

8

IVE Group Limited Notice of Annual General Meeting

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of the Company (Shareholders ) in relation to the business to be conducted at the Company’s AGM to be held on Tuesday, 25 November 2025 at 10:00am (Sydney time).

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions.

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

Resolutions 1 – 7 are ordinary resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the Resolution. Resolution 3 relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

Resolution 1. Re-election of Andrew Bird as Director

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

In accordance with the Company’s Constitution, Andrew Bird will retire and stand for re-election as a Director of the Company, having been elected at the Company’s 2022 AGM. If shareholders do not approve the re-election of Andrew Bird, then Andrew Bird will cease to be a Director at the conclusion of the Meeting.

The Board considered whether Andrew Bird had any interest, position or relationship that may interfere with his independence as a Director, having regard to the relevant factors as set out in the ASX Corporate Governance Council Principles & Recommendations (4[th] edition) ( ASX Principles ). The Board considers that Andrew Bird (if re-elected), will continue to be an independent Director.

Andrew is a member of the Audit, Risk & Compliance Committee.

Andrew has extensive financial, operational and strategic experience acquired from a 30-year executive career in consulting, strategy, digital and investment roles primarily in Australia.

Following the earlier part of his career in management consulting with Booz, Allen and Hamilton, Andrew joined CCH, a multi-national listed publishing company and ran one of their business units in Australia. In 1997 Andrew co-founded Aspect Huntley, which was acquired by Morningstar in 2006 and Andrew was appointed CEO for Australia and New Zealand. In 2010 Andrew established his own family investment firm with a focus on private equity and early-stage investments in technology and information businesses. Andrew is currently the Chair of Sharesight Limited.

Andrew holds a Bachelor of Arts from Williams College in Massachusetts, USA and an MBA from INSEAD Business School in Fontainebleau, France.

Prior to submitting himself for re-election, Andrew has confirmed that he would continue to have sufficient time to properly fulfil his duties and responsibilities to the Company.

The Board supports the re-election of Andrew Bird as he will continue to contribute to the Board significant experience in financial, digital and strategic disciplines.

The Directors, with Andrew Bird abstaining, unanimously recommend that Shareholders vote in favour of this Resolution.

9

IVE Group Limited Notice of Annual General Meeting

Resolution 2. Re-election of Director – Gavin Bell

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. In accordance with the Company’s Constitution, Gavin Bell will stand for re-election as a Non-Executive Director of the Company, having last been re-elected at the Company’s 2022 AGM. If shareholders do not approve the election of Gavin Bell, then Gavin Bell will cease to be a Director at the conclusion of the Meeting.

Gavin is a member of the Board’s Nominations and Remuneration Committee and the Audit, Risk and Compliance Committee. Gavin has been a Non-Executive Director of the Company since 25 November 2015.

The Board considered whether Gavin Bell had any interest, position or relationship that may interfere with his independence as a Director, having regard to the relevant factors as set out in the ASX Principles. The Board considers that Gavin Bell (if re-elected), will continue to be an independent Director.

Gavin was Managing Partner and Chief Executive Officer of law firm Herbert Smith Freehills, a role he held from 2005 until 2014 when he retired from the role, having joined the firm as a graduate solicitor in 1982.

Gavin is an experienced non-executive director and was previously a non-executive director of Smartgroup Corporation Ltd (ASX:SIQ) and Qantm Intellectual Property Limited (ASX:QIP).

Gavin holds a Bachelor of Laws from the University of Sydney and a Master of Business Administration (Exec) from AGSM, University of New South Wales.

Prior to submitting himself for re-election, Gavin has confirmed that he would continue to have sufficient time to properly fulfil his duties and responsibilities to the Company.

The Board supports the re-election of Gavin Bell as he will continue to contribute to the Board significant experience in law, commercial negotiation and governance as well as complementing the skills of the existing directors.

The Directors, with Gavin Bell abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

Resolution 3. Remuneration Report

Section 250R(2) of the Corporations Act requires that the section of IVE Group’s Directors' Report dealing with the remuneration of the key management personnel for the financial year ended 30 June 2025 ( Remuneration Report ) be put to the vote of shareholders for adoption by way of a non-binding vote.

Key management personnel ( KMP ) are those persons having authority and responsibility for planning, directing and controlling the activities of IVE Group including any executive or non-executive director.

Broadly, the Remuneration Report:

  • discusses the Board of IVE Group’s policy in relation to remuneration of the KMP;

  • discusses the relationship between the Board’s policy and Company performance;

  • details any performance conditions attached to KMP remuneration; and

  • sets out remuneration details for each KMP.

Shareholders can view the full Remuneration Report in the Annual Report which is available on IVE Group’s website at www.ivegroup.com.au

10

IVE Group Limited Notice of Annual General Meeting

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

The Board will continue to review the effectiveness of the Company’s remuneration practices and their alignment with strategic performance objectives to appropriately reward the Company’s executives and deliver shareholder value.

The Directors, noting their interest in the resolution, unanimously recommend that Shareholders vote in favour of this Resolution.

Resolution 4. Issue of Performance Share Rights under the IVE Group Equity Incentive Plan (FY26 LTI) – Matthew Aitken

Please refer to the Company’s Remuneration Report in the 2025 Annual Report for details on the Company’s approach to remuneration which includes fixed and at-risk remuneration.

ASX Listing Rule 10.14 requires shareholder approval by ordinary resolution before a director can be issued securities under a listed entity’s employee incentive scheme. Resolution 4 seeks shareholder approval for the issue of up to 253,807 performance rights ( Performance Rights ) to Matthew (Matt) Aitken, a Director of IVE Group, under the Incentive Plan.

If shareholders approve Resolution 4, the Company will be able to proceed with the issue of Performance Rights to Matt Aitken on the terms and conditions as set out in this Notice of Meeting.

If shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise Matt Aitken.

Purpose of the Incentive Plan

The Company has established the Incentive Plan to assist in the motivation, retention and reward of staff including senior management. A summary of the key terms of the Incentive Plan is set out in Attachment A.

Other members of senior management, selected by the Board, have been granted performance rights under the Incentive Plan on similar terms to Matt Aitken.

Calculation of the Proposed Number of Performance Rights

The number of Performance Rights to be granted is calculated by dividing the total value of the award by the fair value of the Performance Rights calculated using a Monte Carlo simulation (for the component subject to the TSR performance condition) and a risk-neutral assumption (for the component subject to EPS performance condition). The fair value for this grant is $1.97, with the number of Performance Rights granted rounded down to the next whole number.

It is proposed that Matt Aitken be granted up to 253,807 Performance Rights. This has been calculated by dividing the total value of $500,000 by $1.97 (fair value).

Performance Conditions

The Performance Rights are subject to two Performance Conditions: 60% of the Performance Rights are subject to an earnings per share ( EPS ) performance hurdle, tested based on the compound annual growth rate ( CAGR ) of the Company’s EPS, and 40% of the Performance Rights are subject to a relative Total Shareholder Return ( TSR ) hurdle. Both Performance Conditions will be tested over the three-year period commencing 1 July 2025 and ending on 30 June 2028 ( Performance Period ).

IVE Group Limited Notice of Annual General Meeting

11

The Performance Conditions operate as follows:

  • The EPS hurdle will measure the compound annual growth of the Company’s EPS over the Performance Period. EPS measures the earnings generated by the Company attributable to each share on issue on a fully diluted basis. EPS growth will be calculated as the Company’s Underlying Net Profit After Tax ( NPAT ) divided by the undiluted weighted average shares on issue throughout the performance period, using the following formula:

Year 3 EPS EPS CAGR =[3] ( ————————––– ) — 1 Year 0 EPS

( Benchmark 1 ); and

  • The Total Shareholder Return ( TSR ) performance of the Company will be measured in comparison to similar companies in a peer group. Due to changes in the market and the lack of material numbers of useful comparator companies, the peer group chosen for the FY26 grant are the companies who are included in the ASX Small Ordinaries Index at the commencement of the Performance Period. The TSR of each company will be measured from the start of the Performance Period to the end of the Performance Period ( Benchmark 2 ).

Performance Rights will vest in the percentages relevant to achievement of the Performance Conditions in the table below subject to any adjustments for abnormal or unusual profit items that the Nominations and Remuneration Committee, in its discretion, considers appropriate:

==> picture [486 x 213] intentionally omitted <==

----- Start of picture text -----

60% of Performance Rights 40% of Performance Rights
Earnings Per Share Target (EPS) Relative Total Shareholder Return (TSR)
(‘Benchmark 1 Entitlement’) (‘Benchmark 2 Entitlement’)
EPS Target Performance Performance
TSR growth
Range 3% – 5% Share Rights Share Rights
Less than 3% of Nil Company ranks below Nil
target range achieved 50 [th] percentile
3.00 – 3.99% of target 50% vesting on Company ranks at 50%
range achieved straight-line basis the 50 [th] percentile
4.00 – 4.99% of 75% vesting on Company ranks Straight line vesting
target range straight-line basis between the 50 [th] between 50% to 100%
achieved and 75 [th] percentile
5% of target range 100% Company ranks at or 100%
achieved or exceeded above 75 [th] percentile
----- End of picture text -----

Together Benchmark 1 and Benchmark 2 comprise the total Performance Conditions but act independently relative to their specific target component of 60% and 40% of Performance Rights, respectively.

Testing of the EPS and TSR Hurdles will occur shortly after the end of the Performance Period and release of the Company’s full year audited results in August 2028 and the number of Performance Rights that vest (if any) will be determined. Any Performance Rights that remain unvested will lapse immediately.

Calculation of the Performance Conditions and achievement against the Performance Conditions will be determined by the Nominations and Remuneration Committee of the Company in its absolute discretion, having regard to any matters that it considers relevant. The Board has discretion to adjust the comparator group, including to take into account takeovers, mergers or de-mergers that might occur during the Performance Period.

Any Performance Rights which vest will generally convert to IVE Group Shares on a one-for-one basis.

12

IVE Group Limited Notice of Annual General Meeting

Additional Terms of the Performance Rights

  • Performance Rights do not carry any dividend or voting rights prior to vesting.

  • In respect of vested Performance Rights, the Board may in its absolute discretion determine to make a cash payment in lieu of allocating some or all of the Shares.

  • The Company’s obligation to allocate Shares on vesting of the Performance Rights may be satisfied by issuing new Shares, procuring the transfer to, or procuring the setting aside for the participant the number of shares in respect of which Performance Rights have vested.

  • The Incentive Plan contains provisions which give the Board the ability, in certain circumstances, to impose clawback, including the lapse of unvested Performance Rights and forfeit of shares allocated upon vesting of Performance Rights (e.g. in the event of fraud, dishonesty or serious breach of duty).

  • The Board has discretion to determine that all or a specified number of the Performance Rights vest if there is a change of control.

  • In the event there is any corporate action by, or capital reconstruction in relation to the Company (including but not limited to return of capital), adjustments may be made to the number of Performance Rights and/or the number of Shares to which Matt Aitken is entitled upon vesting in accordance with the Listing Rules or in a manner that the Board considers appropriate.

  • Unless the Board determines otherwise:

  • if Matt Aitken’s employment is terminated for cause or he resigns (or gives notice of his resignation) prior to Performance Rights vesting, all of his unvested Rights will lapse; or

  • if Matt Aitken ceases employment for any other reason prior to Performance Rights vesting, a pro-rata portion of his unvested Rights (calculated based on the portion of the performance period that has elapsed up until the date of his cessation) will remain on foot and will be tested in the ordinary course as though he had not ceased employment.

  • Under the Incentive Plan rules, any dealing in respect of a Performance Right is prohibited, unless the Board determines otherwise or the dealing is required by law.

Technical information for the purposes of the ASX Listing Rules

In accordance with the requirements of ASX Listing Rule 10.15, the following information is provided with respect to Resolution 4:

  • Matt Aitken is a director of the Company and as such is a director for the purposes of ASX Listing Rule 10.14.1. It is proposed that Matt Aitken be granted up to 253,807 Performance Rights.

  • Matt Aitken’s current total remuneration package for FY26 comprises:

    • a fixed base salary of $1,000,000 (including superannuation);
  • a variable short-term incentive (bonus) of up to $500,000; and

  • a variable long-term incentive of up to $500,000 worth of Performance Rights, the subject of this resolution.

  • Further information regarding Matt Aitken’s remuneration is set out in the Company’s Remuneration Report which forms part of the 2025 Annual Report.

  • The following securities have been previously issued to Matt Aitken for nil average acquisition price under the Incentive Plan:

  • FY17 – 32,817 performance rights granted for Matt Aitken’s FY17 award. Of these, 7,032 Shares were issued in FY20 on vesting and the remaining 25,785 unvested performance rights lapsed.

  • FY18 – 60,810 performance rights granted, and all 60,810 performance rights lapsed following the release of FY20 financial results.

  • FY19 – 130,718 performance rights granted, and all 130,718 performance rights lapsed following the release of FY21 financial results.

13

IVE Group Limited Notice of Annual General Meeting

  • FY20 – 147,058 performance rights granted, and all 147,058 performance rights lapsed following the release of FY22 financial results.

  • FY21 – 384,615 performance rights granted, and all 384,615 performance rights vested following the release of FY23 financial results.

  • FY22 – 168,067 performance rights granted, and all 168,067 performance rights vested following the release of FY24 financial results.

  • FY23 – 111,111 performance rights granted, and all 111,111 performance rights vested following the release of FY25 financial results.

  • FY24 – 147,058 performance rights granted, testing and vesting following release of FY26 financial results.

  • FY25 – 270,270 performance rights granted, testing and vesting following release of FY27 financial results.

Further details are included in the Company’s 2025 Remuneration Report contained within the 2025 Annual Report.

  • The Performance Rights are not quoted on the ASX and carry no voting or dividend rights. Shares issued on vesting of the Performance Rights will rank equally with ordinary shares on issue. Performance Rights are considered by the Board to be an appropriate equity security under the Incentive Plan as the vesting of those Performance Rights link directly to vesting conditions to be satisfied before fully paid ordinary shares are issued. The Performance Rights are valued at $500,000.

  • The Performance Rights will be issued to Matt Aitken on or about the date of the AGM, but in any event no later than 3 years after the date of the Meeting.

  • The issue price for the Performance Rights is nil and no money is payable by Matt Aitken for a Share on the vesting of a Performance Right.

  • A summary of the material terms of the Incentive Plan are set out in Attachment A.

  • No loans will be made in relation to the acquisition of the Performance Rights or Shares by Matt Aitken.

  • Details of any securities issued under the Incentive Plan will be published in IVE Group’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Incentive Plan after this Resolution 4 is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule, unless an exception applies.

  • A voting exclusion statement is set out in the Notice of Meeting.

ASX Listing Rule 7.1 imposes a 15% cap on the number of equity securities that can be issued by IVE Group without approval of shareholders in any rolling twelve-month period. However, IVE Group is permitted to issue shares (or other securities) in excess of the 15% limit if those shares or securities are issued in reliance on an exception to ASX Listing Rule 7.1 or the issue is approved by shareholders.

Resolution 4, if passed, will provide approval for this purpose in relation to both the Performance Rights and any Shares issued on vesting of those rights. If approval is given under Listing Rule 10.14, approval is not required under ASX Listing Rule 7.1, in accordance with Exception 14 in ASX Listing Rule 7.2.

The Directors (with Matthew Aitken abstaining) unanimously recommend that Shareholders vote in favour of Resolution 4.

IVE Group Limited Notice of Annual General Meeting

14

Resolution 5. Issue of Shares under the IVE Group Short Term Incentive Scheme (FY25 STI) – Matthew Aitken

The Short-Term Incentive ( STI ) is the main tool for rewarding the current year’s performance of the business. The Board adjusted the STI structure in FY25 such that 25% of any STI payment awarded be delivered in fully paid ordinary shares. The change was made in conjunction with the introduction of minimum shareholding guidelines for senior leadership including KMP.

The STI is an incentive payment and full payment is conditional on achievement of the following:

  • The key financial performance target for the Group, specifically, Underlying Earnings before Interest, Tax, Depreciation and Amortisation ( EBITDA ) for the year in review;

  • Individual financial and non-financial performance targets relevant to Matt Aitken’s role as Managing Director which includes strategic and other measurements.

At the end of the financial year, the Board assesses the individual and collective performance against the STI measures and retains an overall discretion in relation to the assessment of performance, to consider, for example, overall performance and any changes to priorities.

At the end of FY25, the Board tested the financial and non-financial performance targets and determined that 90% of the hurdles had been met, resulting in a total FY25 STI award for Matt Aitken of $360,000. Further detail regarding the FY25 STI was included in the FY25 Remuneration Report. This award will be delivered 75% in cash and 25% in shares.

ASX Listing Rule 10.14 requires shareholder approval by ordinary resolution before a director can be issued securities under a listed entity’s employee incentive scheme. Resolution 5 seeks shareholder approval for the issue of 33,582 fully paid ordinary shares in the Company ( FY25 STI Shares ) to Matthew (Matt) Aitken, a Director of IVE Group, under the Incentive Plan.

If shareholders approve Resolution 5, the Company will be able to proceed with the issue of FY25 STI Shares to Matt Aitken on the terms and conditions as set out in this Notice of Meeting. The Shares to be allocated to Matt Aitken will be fully vested ordinary shares, and they will have no disposal or other conditions, as they are being delivered following testing of the FY25 STI performance targets.

If shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise Matt Aitken.

Calculation of the Proposed Number of Shares

It is proposed that Matt Aitken be granted 33,582 fully paid ordinary shares. This has been calculated by dividing the total value of the equity component of the FY25 STI award (being, $90,000) by $2.68 (the volume weighted average price (VWAP) of the Company’s shares for 10 trading days following the ex date for payment of the FY25 final dividend.

Technical information for the purposes of the ASX Listing Rules

In accordance with the requirements of ASX Listing Rule 10.15, the following information is provided with respect to Resolution 5:

  • Matt Aitken is a director of the Company and as such is a director for the purposes of ASX Listing Rule 10.14.1. It is proposed that Matt Aitken be granted up to 33,582 fully paid ordinary shares.

  • Matt Aitken’s current total remuneration package for FY26 comprises:

  • a fixed base salary of $1,000,000 (including superannuation);

  • a variable short-term incentive (bonus) of up to $500,000; and

  • a variable long-term incentive of up to $500,000 worth of Performance Rights.

  • Further information regarding Matt Aitken’s remuneration is set out in the Company’s Remuneration Report which forms part of the 2025 Annual Report.

IVE Group Limited Notice of Annual General Meeting

15

  • No grants have previously been made under the STI Plan. Further details regarding the FY25 STI are included in the Company’s 2025 Remuneration Report contained within the 2025 Annual Report.

  • The STI Shares will be fully paid ordinary Shares.

  • The Shares will be issued to Matt Aitken on or about the date of the AGM, but in any event no later than 3 years after the date of the Meeting.

  • The issue price for the Shares is $2.68 however no cash consideration is payable by Matt Aitken for the Shares.

  • No loans will be made in relation to the acquisition of the Shares by Matt Aitken.

  • Details of any securities issued under the Incentive Plan will be published in IVE Group’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Incentive Plan after this Resolution 5 is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule, unless an exception applies.

  • A voting exclusion statement is set out in the Notice of Meeting.

ASX Listing Rule 7.1 imposes a 15% cap on the number of equity securities that can be issued by IVE Group without approval of shareholders in any rolling twelve-month period. However, IVE Group is permitted to issue shares (or other securities) in excess of the 15% limit if those shares or securities are issued in reliance on an exception to ASX Listing Rule 7.1 or the issue is approved by shareholders.

Resolution 5, if passed, will provide approval for this purpose in relation to any Shares issued. If approval is given under Listing Rule 10.14, approval is not required under ASX Listing Rule 7.1, in accordance with Exception 14 in ASX Listing Rule 7.2.

The Directors (with Matthew Aitken abstaining) unanimously recommend that Shareholders vote in favour of Resolution 5.

Resolution 6. Issue of Shares under the IVE Group Short Term Incentive Scheme (FY26 STI) – Matthew Aitken

The Short-Term Incentive ( STI ) is the main tool for rewarding the current year’s performance of the business. As outlined above, the Board adjusted the STI structure in FY25 such that 25% of any STI payment awarded be delivered in fully paid ordinary shares. The change was made in conjunction with the introduction of minimum shareholding guidelines for senior leadership, including the Managing Director.

ASX Listing Rule 10.14 requires shareholder approval by ordinary resolution before a director can be issued securities under a listed entity’s employee incentive scheme. Resolution 6 seeks shareholder approval for the issue of up to $125,000 worth of fully paid ordinary shares in the Company ( FY26 STI Shares ) to Matt Aitken, a Director of IVE Group, under the Incentive Plan.

The FY26 STI is an incentive payment and full payment is conditional on achievement of the following:

  • The key financial performance target for the Group, specifically, Underlying Earnings before Interest, Tax, Depreciation and Amortisation ( EBITDA ) for the year in review;

  • Individual financial and non-financial performance targets relevant to Matt Aitken’s role as Managing Director which includes strategic and other measurements.

The Board will determine the FY26 STI payment for Matt Aitken by allocating a percentage weighting across the above measures at the end of FY26. The Board will assess the individual and collective performance against the STI measures and retains an overall discretion in relation to the assessment of performance, to consider, for example, overall performance and any changes to priorities.

16

IVE Group Limited Notice of Annual General Meeting

Further information regarding the Company’s Remuneration Policy is included in the Remuneration Report which forms part of the 2025 Annual Report.

If shareholders approve Resolution 6, the Company will be able to proceed with the issue of FY26 STI Shares to Matt Aitken on the terms and conditions as set out in this Notice of Meeting.

If shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise Matt Aitken.

Calculation of the Proposed Number of Shares

The number of FY26 STI Shares to be granted to Matt Aitken cannot be determined at this time but will be calculated in accordance with the formula set out below:

The number of FY26 STI Shares to be awarded will be 25% of the actual FY26 STI amount awarded divided by the 10 day VWAP of the Company’s shares following the release of the FY26 results announcement.

Matt Aitken is eligible for a maximum FY26 STI of $500,000 (total STI payable at 100% achievement). Assuming Matt Aitken is awarded the total STI in August 2026 following the release of the Company FY26 results, $125,000 of the STI (being 25% of the total STI) will be paid in Shares and the remaining 75% of the STI will be paid in cash.

Any Shares allocated to Matt Aitken will be fully vested ordinary shares, and they will have no disposal or other conditions, as they will be delivered following testing of the STI performance targets.

Technical information for the purposes of the ASX Listing Rules

In accordance with the requirements of ASX Listing Rule 10.15, the following information is provided with respect to Resolution 6:

  • Matt Aitken is a director of the Company and as such is a director for the purposes of ASX Listing Rule 10.14.1.

  • The number of Shares to be granted to Matt Aitken cannot be determined at this time but will be calculated in accordance with the formula set out below:

    • $125,000 (maximum value of shares to be issued) divided by the 10 day VWAP of the Company’s shares following the release of the FY26 results announcement.
  • Matt Aitken’s current total remuneration package for FY26 comprises:

  • a fixed base salary of $1,000,000 (including superannuation);

  • a variable short-term incentive (bonus) of up to $500,000; and

  • a variable long-term incentive of up to $500,000 worth of Performance Rights.

  • Further information regarding Matt Aitken’s remuneration is set out in the Company’s Remuneration Report which forms part of the 2025 Annual Report.

  • No grants have previously been made under the STI Plan, noting the FY25 award is subject to shareholder approval in Resolution 5.

  • The STI Shares will be fully paid ordinary shares.

  • The Shares will be issued to Matt Aitken on or about 30 August 2026 following the release of the Company’s FY26 financial results, but in any event no later than 3 years after the date of the Meeting.

  • The price at which the Company will issue the Shares will be determined by the 10 day VWAP of the Company’s shares following the release of the Company’s FY26 annual financial results. No cash consideration is payable by Matt Aitken for the Shares.

  • No loans will be made in relation to the acquisition of the Shares by Matt Aitken.

IVE Group Limited Notice of Annual General Meeting

17

  • Details of any securities issued under the Incentive Plan will be published in IVE Group’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Incentive Plan after this Resolution 6 is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule, unless an exception applies.

  • A voting exclusion statement is set out in the Notice of Meeting.

ASX Listing Rule 7.1 imposes a 15% cap on the number of equity securities that can be issued by IVE Group without approval of shareholders in any rolling twelve-month period. However, IVE Group is permitted to issue shares (or other securities) in excess of the 15% limit if those shares or securities are issued in reliance on an exception to ASX Listing Rule 7.1 or the issue is approved by shareholders.

Resolution 6, if passed, will provide approval for this purpose in relation to any Shares issued. If approval is given under Listing Rule 10.14, approval is not required under ASX Listing Rule 7.1, in accordance with Exception 14 in ASX Listing Rule 7.2.

The Directors (with Matthew Aitken abstaining) unanimously recommend that Shareholders vote in favour of Resolution 6.

Resolution 7. Non-Executive Director Fee Sacrifice Share Acquisition Plan

Resolution 7 seeks shareholders’ approval for the grant of Share Rights to Non-executive Directors under the Non-Executive Director Fee Sacrifice Share Acquisition Plan ( NED Share Plan ) for FY26, FY27 and FY28.

To encourage greater equity ownership and drive improved alignment with shareholder interests, the Board recently introduced minimum shareholding requirements for Directors and is proposing to put in place the NED Share Plan.

The NED Share Plan is a salary sacrifice plan that allows Non-executive Directors to sacrifice up to 100 per cent of their annual Non-executive Directors’ fees to acquire Share Rights at the Value per Share Right as described below. Each Share Right is a right to receive a fully paid ordinary share in IVE Group, subject to the terms of grant.

ASX Listing Rule 10.14 requires shareholder approval by ordinary resolution before a director can be issued securities under a listed entity’s employee incentive scheme. Resolution 7 seeks shareholder approval for the issue of Share Rights to Non-executive Directors under the NED Share Plan.

If shareholders approve Resolution 7, the Company will be able to proceed with the issue of securities under the NED Share Plan. The Company may satisfy the vesting of Share Rights by purchasing shares on-market or by issuing new shares.

Overview of the NED Share Plan

Under the NED Share Plan, each Non-executive Director may choose to sacrifice a portion of their fees to be used to acquire Share Rights (up to a maximum of 100 per cent of annual Non-executive Director fees). Share Rights will generally be granted twice a year, shortly following the announcement of the Company’s half-year and full-year results in February and August respectively. Should any Non-executive Director participate for FY26, it is expected that the first grant will occur in late February 2026 under this approval.

18

IVE Group Limited Notice of Annual General Meeting

The number of Share Rights received by a Non-executive Director will be calculated in accordance with the following formula:

Fees Sacrificed

  • No. of Share Rights = ————————––---------------------

[Value per Share Right]

Where:

  • Fees Sacrificed = the dollar value of the Non-executive Director’s fees that have been sacrificed in respect of the relevant period to acquire Share Rights; and

  • Value per Share Right = the volume weighted average price of IVE Group’s shares for the ten trading days after the release of the Company’s half-year and full-year results in February and August respectively.

Each Share Right will, subject to compliance with IVE Group’s Securities Dealing Policy, vest after the end of the following blackout period (i.e. Share Rights granted in February following the release of the half-year results will vest in late August after the end of the blackout period following the release of IVE Group’s full-year results) and convert into a fully paid ordinary share subject to a dealing restriction (a Restricted Share).

The dealing restriction will end on the earliest of:

  • the Non-executive Director ceasing to be a Director of the Company;

  • the end of the restriction time period nominated by the Non-executive Director in their application for Share Rights (up to a maximum of 15 years from the date the Share Rights were granted); or

  • the Board determining that the restriction period should end (for example, upon a change of control transaction or in exceptional circumstances applicable to an individual Director).

Non-executive Directors do not have dividend or voting rights with respect to Share Rights until they have vested. Following vesting, the Restricted Shares acquired by Directors will rank equally (in relation to dividend and other rights) with other fully paid ordinary shares.

Upon retirement from the Board, Non-executive Directors are entitled to retain any outstanding Share Rights, which will remain on foot and will vest in accordance with their original terms. There will be no restriction period applicable to the shares allocated in these circumstances. Any salary sacrifice contributions that have been deducted from a retiring Director and for which Share Rights have not been allocated will be repaid as normal fees less tax and, if applicable, superannuation contribution.

The Share Rights granted to Non-executive Directors under the NED Share Plan will not be subject to performance conditions or service requirements that could result in potential forfeiture. This is in line with best practice governance standards, which recommend that Non-executive Directors generally should not receive equity with performance hurdles attached as it may lead to bias in their decision making and compromise their objectivity.

If at any time the Board determines that the allocation of Share Rights or Restricted Shares would result in the Company breaching the Company’s constitution, Company policy, any law, the ASX Listing Rules, or is otherwise inappropriate in the circumstances, the Board may defer the allocation of Share Rights or Restricted Shares until a more suitable time or, in the case of Share Rights, return the fees that have been salary sacrificed to the Non-executive Director.

Technical information for the purposes of the ASX Listing Rules

All Non-executive Directors currently in office may participate in the NED Share Plan. The current Non-executive Directors are James Todd, Gavin Bell, Paul Selig, Sandra Hook, Cathy Aston and Andrew Bird. No current or future Executive Director is eligible to participate.

19

IVE Group Limited Notice of Annual General Meeting

The maximum number of shares that may be acquired by Non-executive Directors under the FY26, FY27 and FY28 grants cannot be specified at this stage and will depend on the following factors:

  • IVE Group’s share price at the time of each allocation of Share Rights;

  • the number of Non-executive Directors in office from time to time;

  • the portion of fees sacrificed by each Non-executive Director in relation to each grant (capped at a maximum of 100 per cent of annual Non-executive Director fees). The current Non-executive Director fee pool is $1,000,000 per annum, which means that the maximum amount of fee sacrificed in one year is $1,000,000, if the whole Non-executive Director fee pool was used; and

  • the level of fees paid to Non-executive Directors from time to time.

Non-executive Directors are paid fees for their service as Directors. The Chair is paid $250,000 per annum and Non-executive Directors are paid $110,000 per annum. The Chair of the Audit, Risk and Compliance Committee and the Chair of the Nomination and Remuneration Committee are each paid an additional $15,000 per annum. All fees are inclusive of superannuation.

This is the first time the NED Share Plan has been put to shareholders for approval and therefore no Non-executive Director has previously received securities under the NED Share Plan.

Share Rights are used as they provide immediate share price exposure and only provide participating Non-executive Directors with the full benefits of share ownership (such as dividend and voting rights) once they convert to Shares.

No loans will be made available in relation to the allocation of Share Rights or shares under the NED Share Plan.

Details of any securities issued under the NED Share Plan will be published in each Annual Report of the Company relating to a period in which securities have been issued and that approval for the issue of securities was obtained under ASX Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the NED Share Plan after this resolution is approved, and who were not named in the Notice of Meeting, will not participate until approval is obtained under that rule unless an exception applies.

If shareholder approval is obtained, Share Rights will be granted to satisfy FY26, FY27 and FY28 allocations under the NED Share Plan, with all Share Rights to be granted by 25 November 2028, being three years following the date of this Meeting. It is intended that the NED Share Plan may operate indefinitely, and therefore shareholder approval will need to be refreshed for grants made after FY28 if the NED Share Plan remains in place. If shareholder approval is not obtained, Non-executive Directors will not be able to participate in the NED Share Plan.

A voting exclusion statement is set out in the Notice of Meeting.

Because the Non-executive Directors have a personal interest in the subject of this resolution, the Non-executive Directors have abstained from making a recommendation to shareholders in relation to this resolution. The remaining Director recommends that Shareholders vote in favour of Resolution 7.

20

IVE Group Limited Notice of Annual General Meeting

Attachment A

The key terms of the IVE Group Equity Incentive Plan are as follows:

Where applicable, defined terms have the same meaning as provided in the IVE Group Equity Incentive Plan Rules as available on the IVE Group website (www.ivegroup.com.au).

==> picture [486 x 475] intentionally omitted <==

----- Start of picture text -----

Feature Terms of the IVE Group Equity Incentive Plan
Eligibility Offers may be made at the Board’s discretion to employees of the Company
or its subsidiaries (including a director employed in an executive capacity)
or any other person who is declared by the Board to be eligible to receive a
grant of securities under the Incentive Plan.
Types of security The Incentive Plan provides flexibility for the Board to grant one or more of
the following securities subject to the terms of the individual offer at the
relevant time:
• performance share rights
• options
• restricted shares
Options are an entitlement to receive an ordinary Share upon satisfaction of
specified conditions and payment of a specified exercise price. Performance
share rights are an entitlement to receive an ordinary Share for no consideration
upon satisfaction of specified conditions. Restricted shares are shares which
are subject to dealing restrictions and any other conditions imposed. Unless
otherwise specified in an offer document, the Board has the discretion to settle
performance rights or options with a cash equivalent payment.
Offers of equity The Board may make offers of any form of security at its discretion and any
offer documents must contain the information required by the Incentive Plan
Rules. The Board has the discretion to set the terms and conditions on which it
will offer performance share rights, options and restricted shares in individual
offer documents. Offers can be made on an opt-in or opt-out basis.
Consideration payable Unless the Board determines otherwise, no payment is required for a grant
of a performance right or option under the Incentive Plan.
Vesting Vesting of performance rights, options and restricted shares under
the Incentive Plan is subject to any vesting or performance conditions
determined by the Board and specified in the offer document. Options must
be exercised by the employee and the employee is required to pay the
exercise price before Shares are allocated.
Subject to the Incentive Plan Rules and the terms of the specific offer
document, any performance rights, options or restricted shares will either
lapse or be forfeited if the relevant vesting and performance conditions are
not satisfied.
----- End of picture text -----

21

IVE Group Limited Notice of Annual General Meeting

==> picture [486 x 616] intentionally omitted <==

----- Start of picture text -----

Feature Terms of the IVE Group Equity Incentive Plan
Rights attaching to A Performance Share Right or Option has no rights other than those under
performance share rights, the Incentive Plan and advised in the Offer Letter and do not have any
shares and options entitlement to any dividend or voting rights.
Unless otherwise limited by the Incentive Plan Rules or under an agreement
of the Shareholders of the Company, a Participant will be entitled to all
rights attaching to the Shares (including Restricted Shares) once registered
in the Participant’s name including:
(i) an entitlement to receive any dividend paid in relation to those Shares;
(ii) the right to exercise any voting rights attaching to those Shares, or
appoint a proxy to represent and vote for him or her, at any meeting of
the members of the Company;
(iii) any bonus shares that are issued in respect of the Shares will be issued
to the Participant and will be held by the Participant as Shares subject
to the same terms, conditions and restrictions on Dealing (if any) as
applicable to the Shares in respect of which they were issued; and
(iv) if rights arise on a rights issue in respect of the Shares, the Participant
may deal with or exercise those rights.
Cessation of The Incentive Plan Rules provide that on cessation of employment
employment performance rights, options or restricted shares will continue on the terms
granted unless the Board determines otherwise.
The Board has a broad discretion in relation to the treatment of
entitlements on cessation of employment except that the Board is
prohibited from providing a benefit that would cause the Company to be
in breach of Part 2D.2 of the Corporations Act insofar as it would relate to
a termination benefit.
Clawback of equity The Incentive Plan Rules provide the Board with broad ‘clawback’
powers if, amongst other things, the Participant has acted fraudulently
or dishonestly, engaged in serious breach of duties or has acted in a
manner that has brought the Company or its related bodies corporate
into serious disrepute, or there is a material financial misstatement or the
Participant’s entitlements vest as a result of the fraud, dishonesty or breach
of obligations of any other person and the Board is of the opinion that the
incentives would not have otherwise vested.
Change of control The Incentive Plan Rules provide that if a ‘Control Event’ occurs, the Board
has the absolute discretion to determine whether none, some, or all of
a Participant’s performance rights, options or restricted shares will vest
and/or be exercisable or cease to be subject to restrictions unless the specific
terms of the relevant offer specify otherwise.
No hedging A Participant is prohibited from entering into any arrangement including but
not limited to any financial product which operates to limit the economic
risk of the Restricted Shares, Performance Share Rights or Options prior to
vesting or becoming exercisable as relevant. Where a participant enters into
any arrangement in breach of this rule, the Restricted Share, Performance
Share Right and/or Option will lapse, unless the Board determines otherwise.
----- End of picture text -----

22

IVE Group Limited Notice of Annual General Meeting

==> picture [486 x 292] intentionally omitted <==

----- Start of picture text -----

Feature Terms of the IVE Group Equity Incentive Plan
Discretion of the Board Any power or discretion which is conferred on the Board under the Incentive
Plan may be exercised in the interests and for the benefit of the Company,
and is not subject to any fiduciary or other obligation to any other person.
Legal compliance Notwithstanding any rule in the Incentive Plan Rules, securities will not be
allocated, issued, acquired, transferred or otherwise dealt with under the
Incentive Plan if to do so would:
(a) contravene the Corporations Act, the Listing Rules, or any other
applicable laws; or
(b) require the Company to pay, provide, or procure the payment or provision
of, any money or benefits to the Participant which would require
shareholder approval under Part 2D.2, Division 2 of the Corporations Act.
Offers are Personal Unless otherwise determined by the Board, any Offer made to an Eligible
Employee:
(a) is personal to that person;
(b) can only be accepted by that person; and
(c) will not be transferable, transmissible or assignable.
Other terms The Incentive Plan Rules contain terms for dealing with administration, variation,
suspension and termination of the Incentive Plan.
----- End of picture text -----

for Securityholder registration.

IVE Group Limited | ABN 62 606 252 644

==> picture [97 x 58] intentionally omitted <==

Proxy Voting Form If you are attending the Meeting in person, please bring this with you

Your proxy voting instruction must be received by 10:00am (AEDT) on Sunday, 23 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 - APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

==> picture [58 x 58] intentionally omitted <==

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of IVE Group Limited, to be held at 10:00am (AEDT) on Tuesday, 25 November 2025 at Balinga Room, Grace Hotel, 77 York Street, Sydney NSW 2000 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 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 3, 4, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

AMPL
STEP 2 - Your voting direction
Resolutions
For
Against
Abstain
1
Re-election of Andrew Bird
2
Re-election of Gavin Bell
3
Remuneration Report
4
Issue of Rights under the IVE Group Equity Incentive Plan – Matthew Aitken (FY26 LTI)
5
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY25 STI)
6
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY26 STI)
7
Non-Executive Director Fee Sacrifice Share Acquisition Plan
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
MPLE
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 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 3,
4, 5, 6 and 7 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
Re-election of Andrew Bird
2
Re-election of Gavin Bell
3
Remuneration Report
4
Issue of Rights under the IVE Group Equity Incentive Plan – Matthew Aitken (FY26 LTI)
5
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY25 STI)
6
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY26 STI)
7
Non-Executive Director Fee Sacrifice Share Acquisition Plan
MPLE
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 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 3,
4, 5, 6 and 7 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
Re-election of Andrew Bird
2
Re-election of Gavin Bell
3
Remuneration Report
4
Issue of Rights under the IVE Group Equity Incentive Plan – Matthew Aitken (FY26 LTI)
5
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY25 STI)
6
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY26 STI)
7
Non-Executive Director Fee Sacrifice Share Acquisition Plan
MPLE
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 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 3,
4, 5, 6 and 7 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
Re-election of Andrew Bird
2
Re-election of Gavin Bell
3
Remuneration Report
4
Issue of Rights under the IVE Group Equity Incentive Plan – Matthew Aitken (FY26 LTI)
5
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY25 STI)
6
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY26 STI)
7
Non-Executive Director Fee Sacrifice Share Acquisition Plan
MPLE
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 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 3,
4, 5, 6 and 7 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
Re-election of Andrew Bird
2
Re-election of Gavin Bell
3
Remuneration Report
4
Issue of Rights under the IVE Group Equity Incentive Plan – Matthew Aitken (FY26 LTI)
5
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY25 STI)
6
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY26 STI)
7
Non-Executive Director Fee Sacrifice Share Acquisition Plan
MPLE
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 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 3,
4, 5, 6 and 7 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
Re-election of Andrew Bird
2
Re-election of Gavin Bell
3
Remuneration Report
4
Issue of Rights under the IVE Group Equity Incentive Plan – Matthew Aitken (FY26 LTI)
5
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY25 STI)
6
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY26 STI)
7
Non-Executive Director Fee Sacrifice Share Acquisition Plan
MPLE
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 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 3,
4, 5, 6 and 7 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
Re-election of Andrew Bird
2
Re-election of Gavin Bell
3
Remuneration Report
4
Issue of Rights under the IVE Group Equity Incentive Plan – Matthew Aitken (FY26 LTI)
5
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY25 STI)
6
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY26 STI)
7
Non-Executive Director Fee Sacrifice Share Acquisition Plan
MPLE
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 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 3,
4, 5, 6 and 7 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
Re-election of Andrew Bird
2
Re-election of Gavin Bell
3
Remuneration Report
4
Issue of Rights under the IVE Group Equity Incentive Plan – Matthew Aitken (FY26 LTI)
5
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY25 STI)
6
Issue of Shares under the IVE Group Short Term Incentive Scheme – Matthew Aitken (FY26 STI)
7
Non-Executive Director Fee Sacrifice Share Acquisition Plan
SA
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director and Sole Company Secretary
Director
Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone
Date (DD/MM/YY)
/
/
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).