JAYRIDE GROUP LIMITED — AGM Information 2024

Oct 27, 2024

==> picture [152 x 54] intentionally omitted <==

ASX Announcement

28th October 2024

Notice of Annual General Meeting

Jayride Group Limited (ASX:JAY) (“ Jayride” or the “ Company” ), the global online travel marketplace for airport transfers, advises that its Annual General Meeting ( AGM ) will be held virtually on Thursday, 28 November 2024 at 11:00 AM (Sydney Time).

Annexed to this announcement is the Notice of Meeting being dispatched to shareholders and a sample proxy form and mailpack.

For more information, please contact:

Sonny Didugu

Company Secretary

Email: corporate@jayride.com

ASX release authorised by Sonny Didugu, Company Secretary, Jayride Group Limited.

Jayride Group Limited (ACN 155 285 528) – 1

==> picture [298 x 77] intentionally omitted <==

Jayride Group Limited ACN 155 285 528

Notice of Annual General Meeting Thursday, 28 November 2024 at 11.00am (Sydney)

Online: Computershare Meeting Platform

This is an important document. Please read it carefully.

Please speak to your professional advisers if you have any questions about this document or how to vote at the Meeting.

==> picture [66 x 38] intentionally omitted <==

Jayride Group Limited ACN 155 285 528

Notice of the Annual General Meeting

Notice is hereby given that the 2024 Annual General Meeting of Jayride Group Limited (the Company or Jayride) is to be held at 11.00am (Sydney) on Thursday, 28 November 2024 online via the Computershare Meeting Platform.

Clause 15.5 of the Company’s Constitution permits general meetings to be held virtually.

Shareholders can access the Computershare Meeting Platform to attend the meeting virtually at https://meetnow.global/MDKH6US. Further instructions on how to attend the AGM online are attached to this Notice. The Computershare Meeting Platform enables shareholders to watch the meeting live, including any presentation materials, vote online during the meeting, and to put questions to the meeting. Voting on all resolutions will be conducted by poll.

If Shareholders have any questions regarding the meeting or seek further information, please contact the Company Secretary at corporate@jayride.com.

Ordinary Business

Financial Statements and Reports

To receive the Company’s financial statements and the reports of the Directors and the Auditor for the financial year ended 30 June 2024.

1. Resolution 1: Non-binding resolution to adopt the Remuneration Report

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

“That the Directors’ Remuneration Report for the year ended 30 June 2024 be and is hereby adopted for the purposes of the Corporations Act 2001(Cth) ”.

NOTE: The Remuneration Report commences on page 8 of the 2024 Annual Report.

Voting Exclusion Statement

The company will disregard any votes cast on Resolution 1 (in any capacity, whether as proxy or as shareholder) by any of the following:

• a) Key Management Personnel;

• b) Closely Related Parties of Key Management Personnel; and

• c) as a proxy by a member of Key Management Personnel or a Key Management Personnel's Closely Related Party

However, the Company need not disregard a vote if it is:

• a) Cast by a person as proxy appointed in accordance with the directions on the proxy form that specify how the proxy is to vote on Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a), (b) and (c) above; or

• b) Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a), (b) and (c) above.

Election of Directors

1. Resolution 2: Ordinary Resolution to elect Rod Cuthbert as a Director

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

“That, Rod Cuthbert, retiring in accordance with Clause 20.1 of the Company’s Constitution be elected as a director of the Company”.

Note: The qualifications and experience of Rod Cuthbert is provided in the 2024 Annual Report tabled at this Annual General Meeting.

2024 AGM

Jayride Group Limited 2

Jayride Group Limited ACN 155 285 528

==> picture [66 x 38] intentionally omitted <==

Approval of Employee Share Scheme

3. Resolution 3: Ordinary Resolution to Adopt Employee Share Scheme

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

“That, for the purposes of ASX Listing Rule 7.2 Exception 13, and for all other purposes, the Company approves and adopts the Jayride Employee Share Scheme and approves the issue of securities under that scheme on the terms and conditions set out in the Jayride Employee Share Plan Trust Deed and summarised in the Explanatory Statement”.

Voting Exclusion Statement

A voting exclusion applies to this Resolution 3. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• A person who is eligible to participate in the employee incentive scheme.

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

• 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

• 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

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

• 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

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

Additional Placement Capacity

4. Resolution 4: Special Resolution to Approve Additional 10% Placement Capacity

To consider and if thought fit, pass the following as a special resolution:

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given to allow the Company to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement”.

Note: this resolution is a special resolution and can only be passed if at least 75% of the votes cast, in person or by proxy, by members who are entitled to vote on the resolution, vote in favour.

Voting Exclusion Statement

A voting exclusion applies to this Resolution 4. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• • Any associate of those persons.

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

• 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

• 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

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

• 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

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

2024 AGM

Jayride Group Limited

3

==> picture [66 x 38] intentionally omitted <==

Jayride Group Limited ACN 155 285 528

Other Business

To transact any other business which may be legally brought before a General Meeting, in accordance with the Company’s Constitution and the Corporations Act 2001 (Cth).

On behalf of the Board,

Sonny Didugu Company Secretary 28 October 2024

4

2024 AGM

Jayride Group Limited

Jayride Group Limited ACN 155 285 528

==> picture [66 x 38] intentionally omitted <==

Explanatory Statement

This Explanatory Statement is intended to provide Shareholders of Jayride Group Limited (ASX: JAY) (Jayride or the Company) with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

If you have any queries regarding the matters set out in this Explanatory Statement or the preceding Notice please contact Jayride or seek advice from your professional advisors.

Financial Statements and Reports

Financial Statements and Reports – Financial Year Ended 30 June 2024

The Corporations Act requires the Financial Report, Directors’ Report and Auditor’s Report for the past financial year to be tabled before the Annual General Meeting, and the Company’s Constitution provides for such reports to be received and considered at that meeting. Neither the Corporations Act nor the Company’s Constitution requires a vote of shareholders at the Annual General Meeting on such Reports. The Annual General Meeting provides a forum for shareholders to ask questions and make comments on the Company’s reports and accounts and on the business and operations of the Company for the year ended 30 June 2024.

In addition, at the meeting, shareholders may ask questions of the auditor in relation to the following:

• the conduct of the audit;

• the content of the auditor’s report;

• the accounting policies adopted by the Company for the preparation of the financial statements; and

• the auditor’s independence in relation to the above items.

Shareholders may view the Company’s 2024 Annual Report on the Company’s website: www.jayride.com/investors.

Resolution 1: Non-binding resolution to adopt the Remuneration Report

In accordance with Section 250R(2) of the Corporations Act a resolution that the Remuneration Report be adopted must be put to a vote at the Company’s Annual General Meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s 2024 Annual Report and is also available from the Company’s website.

The Remuneration Report:

• describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;

• sets out the remuneration arrangements in place for each director and for certain members of the senior management team; and

• explains the difference between the bases for remunerating non-executive directors and senior executives.

If the Resolution 1 receives a ‘No’ vote of 25% or more of the votes cast at the meeting, the Company’s 2024 Remuneration Report will include a report on actions taken by the Board in response. The Board will take the outcome of the vote, even if less than 25% ‘No’ into consideration when reviewing the Company’s remuneration policy. There has not been a ‘No’ vote of more than 25% in any past years.

2024 AGM

Jayride Group Limited

5

==> picture [66 x 38] intentionally omitted <==

Jayride Group Limited ACN 155 285 528

Directors Recommendation

The Directors do not make a recommendation in respect of Resolution 1, however the Chairman will vote all undirected proxies in favour of this Resolution.

Voting Exclusion Statement

A Voting Exclusion Statement applies to this Resolution 1 relating to Key Management Personnel identified in the 2024 Annual Report and their Closely Related Parties as these terms are defined in the Corporations Act.

Election of Directors

Resolutions 2: Re-election of Rod Cuthbert as director

Clause 20.1 of the Company’s Constitution requires that a director stand for re-election at the third annual general meeting after that Director's appointment or last re-election. Consequently, Rod Cuthbert retires as a Director under Clause 20.1 and submits himself for re-election under Clause 20.7.

The full bio of Rod Cuthbert, including his qualifications and experience is set out in the 2024 Annual Report. Rod has been a director of the Company since April 2020, and Chairman since April 2021. In August 2024, Rod became Executive Chairman of the Company. The directors consider Rod to no longer be an independent director due to his executive officeholding.

Directors Recommendation

The Directors, other than Rod Cuthbert, recommend that shareholders vote in favour of Resolution 2 to re-elect Rod Cuthbert as a Director.

The Chairman will vote all undirected proxies in favour of both Resolutions 2.

Approval of Employee Share Scheme

Resolution 3: Ordinary Resolution to Approve Employee Share Scheme

The Company established an Employee Share Scheme (an ESS), constituted by the Jayride Employee Share Trust Deed which allows the Company to issue Shares to employees as long-term incentives. Invitations under the ESS are generally only made to senior team members to tie their long-term performance with that of shareholders of the Company.

The Listing Rules allow for the Company to seek shareholder approval for the ESS which allows the Company to issue securities under the ESS without requiring further shareholder approval for each issue for three years from the date of shareholder approval pursuant to Listing Rule 7.2 Exception 13. The ESS was last approved by Shareholders at the AGM held on 29 November 2021. As it is nearing three years since that approval, the Company is seeking re-approval of the ESS, which will continue for the next three years.

Shareholders may request a copy of the Jayride Employee Share Scheme Rules by contacting the Company Secretary at corporate@jayride.com.

2024 AGM

Jayride Group Limited

6

Jayride Group Limited ACN 155 285 528

==> picture [66 x 38] intentionally omitted <==

A summary of the terms of the ESS and the Jayride Employee Share Trust Deed is as follows:

Terms	Description
Eligibility	Only an Eligible Person may be invited to participate in the ESS. An Eligible Person includes a director, an employee, an associate of an employee, or other persons who are considered to be eligible with respect to the relevant taxation legislation governing employee share schemes. Pursuant to the Listing Rules, a director may not participate in the ESS without specific shareholder approval. If an Eligible Person is identified by the Board or management to participate in the ESS, the Company will direct the Trustee to invite the person, who may then accept such invitation and will then be issued interests under the ESS. Upon acceptance, that person becomes a Participant of the ESS.
Operation	In effect, the Company will issue a pool of securities to the Trust, which will later be allocated to Participants determined by the Company’s management by the issuance of one Share Unit in the Trust for every Share they are entitled to. Provided that there are no vesting or performance conditions which remain unmet, the Participant may seek the cancellation of the Share Unit which will result in them receiving the Shares or other cancellation benefit as provided for by the ESS. The proposed ESS provides the flexibility to management to ensure that the Company can tailor specific packages for employees that align their interests with that of all shareholders, and ensure that the Company is able to offer remuneration consistent with market trends and expectations in the growth technology sector.
Vesting or Performance Conditions	The Board may in its sole discretion determine any vesting or performance conditions that will apply to the offer of any interests under the ESS in line with the Company’s remuneration policies.
Number of Shares	The number of Shares to be offered under the ESS will be determined by the Board in its sole discretion from time to time. However, the Jayride Employee Share Trust Deed and Div 1A of Part 7.12 of the Corporations Act places limitations on the maximum number of securities which may be issued under all the Company’s employee incentive schemes. The Company cannot issue further Shares under the ESS, where the total Shares issued under the ESS or the Employee Option Plan in the past three years exceeds 5% of the issued capital of the Company at the time of the proposed issue of Shares under the ESS (pursuant to section 1100V of the Corporations Act). A calculation of this figure as at today (not adjusting for any issues already completed within the last three years) would be 11,723,001 Shares.
Trustee	Royal Exchange Nominees acts as the Trustee of the Jayride Employee Share Trust and accordingly will effectively ‘manage’ the scheme. Royal Exchange Nominees is a company appointed to discharge the obligations of the Trustee under the ESS. The Company reserves the right to remove Royal Exchange Nominees as Trustee and appoint any other person as Trustee pursuant to the Jayride Employee Share Trust Deed.

2024 AGM

Jayride Group Limited

7

Jayride Group Limited ACN 155 285 528

==> picture [66 x 38] intentionally omitted <==

Rights of Unit Holder	A Participant who holds Share Units will be entitled to direct the Trustee on how to vote in the event of a meeting of the Company’s shareholders as if the Participant held the Shares directly. Similarly, in the event of a dividend or other income declared to holders of Shares, the Participant will be entitled to receive any such income as if they held the Shares directly.

Since the last adoption of the ESS in 2021, the Company has issued under the ESS a total of 6,320,196 Shares pursuant to the ESS.

In the event that Shareholders do not approve the continuation of the ESS, the Company will consider future issuances of Shares to the extent available under its 15% placement capacity provided in Listing Rule 7.1.

Additional Placement Capacity

Resolution 4: Additional 10% Placement Capacity

Resolution 4 is a special resolution for the approval of an additional 10% placement capacity for the Company to issue securities without shareholder approval pursuant to Listing Rule 7.1A (the 7.1A 10% Additional Capacity). This provides the Company with a higher level of flexibility to undertake capital raisings, to complete acquisitions, or other corporate actions involving the issue of equity securities by the Company.

Regulatory Framework

ASX Listing Rule 7.1 prohibits a listed company from issuing equity securities representing more than 15% of its issued capital in any twelve-month period without obtaining shareholder approval (subject to certain exceptions). However, ASX Listing Rule 7.1A allows a company to seek shareholder approval at an annual general meeting to have the capacity to issue an additional 10% of its equity securities in the same class as an existing quoted class of securities. If approved, the issuance capacity is available for twelve-months following the annual general meeting at which the approval was obtained. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

If Resolution 4 is approved as a special resolution then the Company, within 12 months after shareholder approval, may issue an additional 10% of the Company’s issued capital as fully paid ordinary shares (being the only quoted class of Jayride securities at present) calculated in accordance with the formula in ASX Listing Rule 7.1A.2 which is as follows:

(A x D) – E

Where:

• A = the number of fully paid ordinary securities on issue in the relevant period before the date of issue or date of agreement to issue:

• (i) plus the number of fully paid ordinary securities issued in the relevant period under an exception in rule 7.2 other than exception 9, 16 or 17;

• (ii) plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

  • a. the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • b. the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,

2024 AGM

Jayride Group Limited

8

Jayride Group Limited ACN 155 285 528

==> picture [66 x 38] intentionally omitted <==

• (iii) plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

  • a. the agreement was entered into before the commencement of the relevant period; or

  • b. the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4

• (iv) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4

• (v) plus the number of partly paid ordinary securities that became fully paid in the relevant period

• (vi) less the number of fully paid ordinary securities cancelled in the relevant period Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

• D =

• 10%

• E = The number of equity securities issued or agreed to be issued under rule 7.1A.2 in the 12 months before the issue date or agreement to issue that are not issued with the approval of holders of ordinary securities under rule 7.1 or rule 7.4.

Compliance Information

In compliance with Listing Rule 7.3A, the Company provides the following information with respect to Resolution 4:

• (i) The minimum price at which equity securities may be issued under the Listing Rule 7.1A capacity will be calculated in accordance with Listing Rule 7.1A.3 which requires that the issue price be no less than 75% of the volume weighted average price for quoted securities in the same class as the securities being issued, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• a. The date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or

• b. If the securities are not issued within 10 trading days of the date in paragraph a, the date on which the securities are issued.

• (ii) If Resolution 4 is approved by shareholders and the Company issues equity securities under the 7.1A 10% Additional Capacity, existing shareholders’ economic and voting power in the Company will be diluted as shown in the table below. There is a risk that:

• a. the market price for the Company’s equity securities may be significantly lower on the date of the issue of the equity securities than on the date of this approval under ASX Listing Rule 7.1A; and

• b. the equity securities may be issued at a price that is at a discount to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of the equity securities.

• (iii) If Resolution 4 is approved by Shareholders, the approval to issue securities under this capacity per ASX Listing Rule 7.1A will cease upon the earlier of:

• a. The date that is 12 months after the date of the Annual General Meeting at which the approval is obtained – 28 November 2025;

• b. The time and date of the Company’s next annual general meeting; or

• c. The date of the approval by Shareholders of a transaction under ASX Listing Rule 11.1.2. or 11.2, being a significant change to the nature or scale of the Company’s activities, or the disposal of a main undertaking.

• (iv) The Company may seek to issue securities under this capacity for cash consideration only. As the Company continues to pursue growth opportunities and expand its global footprint, the Company may seek to raise capital using this additional capacity. Funds raised may be applied towards

2024 AGM

Jayride Group Limited

9

Jayride Group Limited ACN 155 285 528

==> picture [66 x 38] intentionally omitted <==

working capital, for funding acquisitions or investments, or other opportunities identified by the Directors. The Company will ensure it remains compliant with its disclosure obligations under ASX Listing Rule 7.1A.4 upon the issue of any securities under this capacity.

• (v) The allocation policy of the Company will be dependent upon the prevailing market conditions at the time of any proposed issue of securities under this capacity. The identity of any allottees will be determined on a case-by-case basis having regard to various factors including without limitation:

• a. the alternate methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• b. the effect of the issue of the securities on the control of the Company;

• c. the financial situation of the Company; and

• d. advice from corporate, financial and broker advisers (as may be applicable from time to time).

• (vi) As at the date of this Notice, the Company has not identified any allottees proposed to be offered securities under this placement capacity but may include new or existing investors who are not Related Parties or Associates of Related Parties of the Company.

• (vii) In the 12 months preceding the date of this Meeting, the Company did not issue equity securities under ASX Listing Rule 7.1A.

• (viii) A voting exclusion statement applies to this Resolution 4, however the Company is not proposing to make an issue of securities under ASX Listing Rule 7.1A at this time.

The following table sets out the possible dilution of existing shareholders of the Company on the basis of the market price of the Company’s securities of $0.008 on 17 October 2024 per ASX Listing Rule 7.1A, where Variable “A” has been calculated in the manner required by ASX Listing Rule 7.1A.2:

	Dilution Effect	Dilution Effect	Dilution Effect	Dilution Effect
Variable A Listing Rule 7.1A		50% Decrease in Share Price $0.004	Current Share Price $0.008	100% Increase in Share Price $0.016
Current Variable A 238,460,034	10% Dilution	23,846,003	23,846,003	23,846,003
	Funds Raised	$95,384	$190,768	$381,536
50% Increase Variable A 357,690,051	10% Dilution	35,769,005	35,769,005	35,769,005
	Funds Raised	$143,076	$286,152	$572,304
100% Increase Variable A 476,920,068	10% Dilution	47,692,007	47,692,007	47,692,007
	Funds Raised	$190,768	$381,536	$763,072

The above table makes the following assumptions:

• (i) All securities have been issued under the 7.1A 10% Additional Capacity and the Company has issued the maximum number of equity securities available to it under the 7.1A 10% Additional Capacity

• (ii) The dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue

• (iii) The table only shows the effect of issues of securities under the 7.1A 10% Additional Capacity and does not consider the 15% capacity the Company has under ASX Listing Rule 7.1 nor the Company’s ability to issue securities without shareholder approval under the exceptions in ASX Listing Rule 7.2

2024 AGM

Jayride Group Limited

10

Jayride Group Limited ACN 155 285 528

==> picture [66 x 38] intentionally omitted <==

Directors Recommendation

The Directors recommend Shareholders vote in favour of Resolution 4 as it will allow the Company the flexibility to issue further securities in the Company should the need or opportunity arise, including but not exclusively to facilitate a third party acquiring a strategic interest in the Company, to conduct a capital raising, or for other permissible purposes.

Further Information

For further information, please contact the Company by email at corporate@jayride.com.

If you are unsure about any of the matters discussed above, the Directors encourage you to seek professional financial, legal, taxation, accounting, or other advice prior to making any decisions.

2024 AGM

Jayride Group Limited

11

==> picture [66 x 38] intentionally omitted <==

Jayride Group Limited ACN 155 285 528

Voting Information

Pursuant to Regulation 7.11.37 of the Corporations Regulation 2001 (Cth) the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm (Sydney time) on Tuesday, 26 November 2024.

Voting online: To vote online, attend the Meeting online at 11.00am (Sydney) on Thursday, 28 November 2024 at the time and date of the meeting.

Voting by proxy: To vote by proxy, please complete and sign the enclosed Proxy Form and return it in accordance with the instructions set out in the Voting form so it is received no later than 11.00am (Sydney time) on Tuesday, 26 November 2024.

Pursuant to section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, then in pursuant to section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

If a Proxy Form is signed by an attorney, the original or a certified copy of the power of attorney or other authority under which the Proxy Form is signed must be provided to the Company's share registry in the manner specified in the Proxy Form by no later than 11.00am (Sydney time) on Tuesday, 26 November 2024.

Voting by corporate representative: A Shareholder or proxy which is a corporation and entitled to attend and vote at the Meeting may appoint an individual to act as its corporate representative to vote at the Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment and lodge it with the registration desk, unless it has been previously provided to the Company's share registry by the time and in the manner specified in the Proxy Form.

Voting by attorney: A Shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney does not need to be a Shareholder. The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one. To be effective, the power of attorney (or certified copy) must also be returned in the same manner and time as specified for Proxy Form or otherwise lodged at the registration desk on the day of the Meeting.

Key Management Personnel: The Chair of the meeting may vote an undirected proxy (ie. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given informed consent, in the form of an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel (Informed Consent). The Company recommends that shareholders consider the following options to ensure the validity of their votes:

• that shareholders direct proxies on a remuneration related resolution instead of leaving them undirected; or

• • that shareholders nominate a proxy who is not a member of Key Management Personnel or any of their Closely Related Parties to vote on a remuneration related resolution; or

• that shareholders who wish to vest their undirected proxies in the chair on a remuneration related resolution ensure that they follow instructions provided on the proxy form in order to provide Informed Consent.

2024 AGM

Jayride Group Limited

12

==> picture [66 x 38] intentionally omitted <==

Jayride Group Limited ACN 155 285 528

Glossary

General terms and abbreviations in this Notice of Meeting and Explanatory Statement have the following meanings unless contrary intention appears or the context requires otherwise:

Term	Definition
ASX	ASX Limited or the market it operates (the Australian Securities Exchange) as the context may require
Closely Related Party	Has the meaning given to the term by section 9 of the Corporations Act
CompanyorJayride	Jayride Group Limited (ACN 155 285 528)
Corporations Act	Corporations Act 2001(Cth)
Eligible Persons	A person who is deemed eligible to participate in the ESS as determined by the ESS Rules
Employee Share Schemeor ESS	An employee share scheme constituted under the Jayride Employee Share Trust Deed proposed to be re-adopted pursuant to Resolution 3
Equity Security	Has the meaning given to the term by Chapter 19 of the ASX Listing Rules, being: a share, a unit, a right to a share or unit or option, an option over an issued or unissued security, a convertible security, any security that ASX decides to classify as an equity security, but not a security ASX decides to classify as a debt security
Explanatory Statement	The explanatory statement enclosed with the Notice set out in this document
Jayride Employee Share Trust Deed	The employee share trust deed which establishes Jayride Group Limited Employee Incentive Share Plan Trust of which the Trustee is the trustee
Key Management Personnel	Has the meaning given to the term by section 9 of the Corporations Act
Listing RulesorASX Listing Rules	The rules of the ASX that govern the admission, quotation and removal of securities from the Official List, as amended from time to time
MeetingorAnnual General MeetingorAGM	The annual general meeting of the Company to be held online via the Computershare Meeting Platform on Thursday, 28 November 2024 at 11.00am (Sydney Time)
Notice of MeetingorNotice	The notice of annual general meeting set out in this document
Official List	The official list of entities that ASX has admitted and not removed
Option	An option to acquire Shares
Ordinary Resolution	A resolution which requires only a majority of the votes cast in person or by proxy by members entitled to vote on the resolution to vote in favour to be passed
Resolutions	The resolutions set out in the Notice or any one or group of them as the context requires
Royal Exchange Nomineesor Trustee	Royal Exchange Nominees Pty Ltd (ACN 629 531 577)
Shareholder	A holder of Shares
SharesorFully Paid Ordinary Shares	Fully paid ordinary shares in the Company
Special Resolution	A resolution which requires at least 75% of the votes cast in person or by proxy by members entitled to vote on the resolution to vote in favour to be passed

2024 AGM

Jayride Group Limited

13

==> picture [28 x 32] intentionally omitted <==

JAYRIDE GROUP LIMITED ABN 49 155 285 528

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 5000 (outside Australia)

Online:

www.investorcentre.com/contact

JAY

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Jayride Group Limited Annual General Meeting

The Jayride Group Limited Annual General Meeting will be held on Thursday, 28 November 2024 at 11:00am (AEDT). You are encouraged to participate in the meeting using the following options:

==> picture [47 x 47] intentionally omitted <==

MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

==> picture [38 x 38] intentionally omitted <==

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Tuesday, 26 November 2024.

==> picture [48 x 39] intentionally omitted <==

ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MDKH6US

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form

and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

==> picture [28 x 32] intentionally omitted <==

JAYRIDE GROUP LIMITED ABN 49 155 285 528

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 5000 (outside Australia)

Online:

www.investorcentre.com/contact

JAY

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Tuesday, 26 November 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Jayride Group Limited hereby appoint the Chairman OR of the Meeting

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Jayride Group Limited to be held as a virtual meeting on Thursday, 28 November 2024 at 11:00am (AEDT) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 3 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 3 by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain
	Resolution 1 Non-binding resolution to adopt the Remuneration Report
	Resolution 2 Ordinary Resolution to elect Rod Cuthbert as a Director
	Resolution 3 Ordinary Resolution to Adopt Employee Share Scheme
	Resolution 4 Special Resolution to Approve Additional 10% Placement Capacity

For Against Abstain

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

==> picture [535 x 97] intentionally omitted <==

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

Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

9 9 9 9 9 9 A

J A Y

==> picture [28 x 32] intentionally omitted <==

JAYRIDE GROUP LIMITED

ABN 49 155 285 528

JAYRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Jayride Group Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

• Securityholder Reference Number (SRN);

• ASX trading code;

• Name of company in which security is held;

• Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Jayride Group Limited

Samples/000002/000005/i12