MAGELLAN FINANCIAL GROUP LIMITED - Proxy Solicitation & Information Statement 2026

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6 March 2026

ASX Release: Magellan Financial Group Ltd (“MFG”) – 2026 Notice of Extraordinary General Meeting

Please �ind attached a Notice of Extraordinary General Meeting of MFG (“ EGM ”), to be held on Friday 10 April 2026 at 11:00 am (Sydney time) at the of�ices of MFG, Level 36, 25 Martin Place, Sydney NSW 2000 (“ NOM ”), which is proposed to be sent to shareholders on Wednesday, 11 March 2026 . The NOM includes:

a letter from the Chairman of MFG, Mr Andrew Formica;
the investor presentation released to ASX on 2 March 2026 (with modi�ications as detailed on page 8 of the NOM);
a copy of the Proxy Form; and
EGM question form.

The EGM will be livestreamed. Shareholders viewing the livestream will not have the opportunity to vote but will have the opportunity to submit written questions or make written comments via the livestream platform during the EGM. Shareholders who are unable to physically attend the meeting and wish to submit questions are encouraged to send questions to MFG or its Directors ahead of the EGM using the EGM question form.

You will need to pre-register to join the livestream at: https://bit.ly/MFG-EGM-26.

After registering, you will receive a confirmation email containing information about how to join the livestream (please make sure to check your clutter/junk e-mail).

A recording of the EGM will be made available to shareholders on MFG’s website as soon as available in the days following the EGM. Please note that MFG will not be hosting a separate teleconference for this EGM.

This document was authorised to be given to the ASX by Andrew Formica, Chairman.

For further information:

Emma Pringle, Head of Investor Relations Sam Mosse, Company Secretary

61 2 9235 4823 +61 2 9235 4954

Magellan Financial Group Ltd

Level 36, 25 Martin Place, Sydney NSW 2000 Australia | p +61 2 9235 4888 | f +61 2 9235 4800 | www.magellanfinancialgroup.com

ABN 59 108 437 592

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Section	Page	Attachments		Page
Chairman’s Letter	3	Investor Presentation	1	36
Notice of Extraordinary General Meeting	6	Proxy form		89
Explanatory Notes	9	EGM Question Form		91
1. Background	10
2. Trading and peer metrics	11
3. Proposed timetable	13
4. Barrenjoey	13
5. Sellers	15
6. Summary of proposed Merger	15
7. Impact on MFG if the Merger proceeds	18
8. Strategic rationale, key benefits and
expected synergies if Merger proceeds	22
9. Path forward if the Merger does not
proceed	22
10. Key risk of the Merger	22
11. Technical disclosures regarding the
Consideration Shares	26
Questions and Comments	28
Important notice and disclaimer	29
Corporate Directory	35

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peers

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VWAP PERIOD, TO 27 FEBRUARY 2026	VWAP VALUE (A$/sh)	MFG closing price premium at 3 March 2026, relative to VWAP 27
1 week	$ 8.46	21.9 %
1 month	$ 8. 36	23.4 %
2 month s	$8. 51	21.2 %

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Brian Benari

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Sophia Rahmani

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Guy Fowler OAM

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Senior Leadership	Fixed Income	Private Capital
Brian Benari Chief Executive Officer >30 years’ experience, previously CEO of Challenger Limited	Duncan Haig Head of Fixed Income >30 years’ experience, previously Head of Australasian Fixed Income and Global Head of Rates at UBS	Michael Vardanega Head of Private Capital >20 years’ experience, previously Chief Executive of Group Strategy of Challenger Limited
Gavin Buchanan Chief Financial Officer >30 years’ experience, previously Deputy CFO of Challenger Limited
		Linda Carroll Chief Operating Officer, Private Capital and Research >25 years’ experience, previously Head of Investor Relations at Appen
	Jacqui Byrnes Chief Operating Officer, Fixed Income >25 years’ experience, previously FX, Rates and Credit Senior Business Manager / COO at UBS Australia
Guy Fowler & Matthew Grounds Co - Executive Chairs >30 years’ experience, previously Chair of Investment Banking at UBS Australia and CEO and Country Head of UBS Australasia respectively

		Capital Markets and Advisory
		Matt Hanning Chair of Corporate Finance >28 years’ experience, previously Head of Asia Pacific investment banking operations at UBS
		Jarrod Key Head of Corporate Finance >25 years’ experience, previously Head of Infrastructure at UBS Australia
		Jabe Jerram & Dyson Bowditch Co - Heads of Equity Capital Markets >20 years’ experience, previously Head of Investment Banking at JP Morgan Australia and Head of Equity Capital Markets at JP Morgan Australia respectively
		Barry Sharkey & Tim Galt Co - Heads of Debt Capital Markets >20 years’ experience, previously Co - Head of Global Capital Markets at UBS Australia and Head of DCM at UBS Australia respectively
		Lisa Carroll Chief Operating Officer, Corporate Finance and Head of Group Strategy Execution >30 years’ experience, previously H ead of Change Management, Corporate & Investment Bank at Deutsche Bank AG, Australia

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89%
298
232
207
64%
181
173
53%
126 129
43%
1H23 2H23 1H24 2H24 1H25 2H25 1H26 FY23 FY24 FY25 1H26
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•	All Barrenjoey Parties 1 will be subject to escrow and/or vesting arrangements covering all their Consideration Shares with staggered release dates	All Barrenjoey Parties 1 will be subject to escrow and/or vesting arrangements covering all their Consideration Shares with staggered release dates
•	The weighted average	dealing restricted period is approximately 5.5 years post
	announcement 2

• •

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• Private
Systematic
credit Private
equities
equity
Real assets
•
Australian
equities
• Global
equities
•
Listed
infrastructure
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•

• •

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32
Equity raising details
[1]
To the extent the full amount is not raised, then MFG will pay the balance with its existing cash [2]
An eligible shareholder is a shareholder who (
i
) was registered on MFG’s share register as a holder of one or more MFG
fully paid ordinary shares at 7.00pm (Sydney time) on 27 February 2026 with a registered address in either Australia or New Z
eal
and, (ii) who is not in the United States and is not acting for the account or benefit of a person
in the United States, and (iii) is otherwise eligible to participate in the SPP under the terms of the SPP offer (“Eligible S
har
eholders”). Further details on the SPP, including eligibility requirements, will be made available in the
SPP booklet
[3]
Barrenjoey Markets is the lead manager of the Placement only and not the SPP.
Refer to Appendix 3B for additional information
Offer structure and size
•
Non
-
underwritten institutional placement of up to $130.0 million (Placement) and non
-
underwritten share purchase plan (SPP) under wh
ich MFG is targeting to raise
$20.0 million
•
The Placement will result in up to
15.4
million new fully paid ordinary shares (New Shares) being issued, representing up to 9.2% of existing issued shares
Placement price
•
Fixed price of $8.45 per share
•
Represents a 0.1% discount to both MFG’s closing price of $8.46 on 27 February 2026 and to MFG’s 5
-
day VWAP of $8.46, as at 27 F
ebruary 2026
Use of proceeds
•
The proceeds from the Placement and SPP will be used to fund the acquisition of 1,007 Class B Preference shares in Barrenjoey
fr
om Barclays (representing a c.
10
%
economic interest)
1
SPP overview
•
MFG will also offer Eligible Shareholders
2
the opportunity to participate in a non
-
underwritten SPP
•
MFG is targeting to raise $20.0 million under the SPP. Applications may be scaled back (in whole or in part) at the absolute
dis
cretion of MFG. If a scale back is
applied, it is MFG’s intention that the scale back will be applied having regard to the pro rata shareholding of Eligible Sha
reh
olders who apply for SPP Shares.
•
MFG may (in its absolute discretion), in a situation where total demand exceeds $20.0 million, decide to increase the amount
to
be raised under the SPP
•
The issue price of the new shares under the SPP will be $8.45
•
Maximum application size of A$30,000 per Eligible Shareholder, free of transaction and brokerage costs
•
SPP Record Date is 7:00 pm (Sydney time) on Friday 27 February 2026. An SPP booklet is expected to be sent to Eligible Shareh
old
ers on or around Wednesday 11
March 2026
Ranking
•
New Securities issued under the Placement and SPP will rank equally with existing ordinary securities in MFG from their date
of
issue
Underwriting
•
Both the Placement and SPP are non
-
underwritten
Lead Manager
•
Barrenjoey Markets Pty Limited
3

Event	Date
Record date for SPP	(7:00pm) Friday 27 February 2026
Trading halt and announcement of Merger, Placement and SPP	Monday 2 March 2026
Placement bookbuild opens	Monday 2 March 2026
Placement bookbuild closes	Monday 2 March 2026
Announcement of the completion of the Placement	Tuesday 3 March 2026
Trading halt lifted and securities recommence trading	Tuesday 3 March 2026
Settlement of New Shares to be issued under the Placement	Thursday 5 March 2026
Allotment and issue of new shares under the Placement and normal trading of those shares commences	Friday 6 March 2026
Expected dispatch of Notice of Meeting and SPP Booklet	Wednesday 11 March 2026
Expected SPP offer opening date	Thursday 12 March 2026
Expected SPP offer closing date	(5:00pm) Wednesday 25 March 2026
Announcement of results of SPP	Tuesday 31 March 2026
Allotment and issue of New Shares under the SPP	Wednesday 1 April 2026
Quotation of new securities under the SPP	Thursday 2 April 2026
Dispatch of holding statements in respect of New Shares issued under the SPP	Wednesday 8 April 2026
MFG extraordinary general meeting and shareholder vote	Friday 10 April 2026

Units Amount Ordinary shares on issue prior to the Offer m 168.0 Undiluted market capitalisation prior to the Offer 4 A$m 1,421 Gross proceeds of the offer A$m 150 Total New Shares issued under the Offer m 17.8 Total shares on issue following the Offer m 185.8 Price of New Shares under the Offer A$/sh 8.45 Implied market capitalisation following the Offer *A$m* 1,571 Pro forma capital structure 3	Sources and uses
	Sources Units Amount
	Placement proceeds 5 A$m 130 SPP proceeds 5 A$m 20
	Total *A$m* 150

	Uses Units Amount
	Acquisition of 1,007 Class B Preference shares in Barrenjoey, representing a 10% economic interest A$m 149
	Working capital A$m 1
	Total *A$m* 150

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4 112
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2H25 1H26 LTM Synergies Pro forma LTM
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•

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•

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Most #1 and Top 3 ranked teams	Most #1 and Top 3 ranked teams
•	#1 in 17 sectors
•	Top 3 in 22 sectors

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•

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CY21 CY22 CY23 CY24 CY25 AUD Govt Credit Inflation NZD Govt Semi
Nov-21 Feb-22 May-22 Aug-22 Nov-22 Feb-23 May-23 Aug-23 Nov-23 Feb-24 May-24 Aug-24 Nov-24 Feb-25 May-25 Aug-25 Nov-25
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All Correspondence to:  By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

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 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 005 016 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

The extraordinary general meeting of Magellan Financial Group Ltd (“ MFG ”) will be held at 11:00am (Sydney time) on Friday 10 April 2026 (“ Meeting ”) (with registration commencing at 10:00am (Sydney time)).

Your vote is important. The Consideration Shares will only be issued and the Merger will only proceed if the Resolution is passed by MFG shareholders at the Meeting and certain other remaining Conditions Precedent are satisfied or waived.

If you are an MFG shareholder on the MFG share register as at 7:00pm (Sydney time) on Wednesday 8 April 2026 (“ Voting Record Date ”), you are entitled to vote on the Resolution subject to any applicable voting exclusion statement in the Notice of Meeting (defined below) (“ Voting Exclusions ”).

For your proxy appointment to be effective it must be received and recorded by the Share Registry at least 48 hours before the Meeting (that is, by no later than 11:00am (Sydney time) on Wednesday 8 April 2026 ) .

The notice of meeting was released by MFG on ASX on 6 March 2026 (“Notice of Meeting”). Further details in relation to the Resolution, the approval threshold and the Voting Exclusions for the Resolution are set out in the Notice of Meeting, which you should read in its entirety .

 TO APPOINT A PROXY ONLINE

STEP 1: VISIT https://www.votingonline.com.au/mfgegm2026

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)

STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone

QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

A Magellan Financial Group Ltd (” MFG ”) shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. Use this form to indicate who you want to appoint as your proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the relevant box in Step 1. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the full name of that individual or body corporate in the relevant box in Step 1. If you leave this section blank, or your named proxy does not attend the Meeting, the Chair of the Meeting will be your proxy by default. A proxy need not be a shareholder of MFG. Do not write the name of MFG or the registered shareholder in the space.

Appointment of a Second Proxy

If you are entitled to cast two or more votes, you may appoint up to two proxies to attend the meeting and vote, and you may specify the percentage or the number of votes each proxy is appointed to exercise. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting MFG’s Share Registry or you may copy this form.

To appoint a second proxy, you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of votes applicable to that form. If the appointments do not specify the percentage or the number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite the item of business in Step 2. All your MFG shares held as at 7.00pm (Sydney time) on the Voting Record Date will be voted in accordance with such a direction unless you indicate only a portion of these shares are to be voted on item 1 by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on item 1, your proxy may vote as he or she chooses subject to any applicable Voting Exclusions. If you mark more than one box on item 1 for all your MFG shares held as at 7.00pm (Sydney time) on the Voting Record Date, your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the Meeting must have provided an “Appointment of Corporate Representative” form to the Share Registry prior to the Meeting so that it is received and recorded at least 48 hours before the Meeting (that is, by no later than 11.00am (Sydney time) on Wednesday 8 April 2026. An Appointment of Corporate Representative form can be obtained from the Share Registry.

Voting restrictions

Please note that if you appoint 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 shares in MFG) or an associate of that person or those persons, as your proxy, they will not be able to cast your vote on Item 1 unless you direct them how to vote or the Chair of the Meeting is your proxy. If you appoint the Chair of the Meeting as your proxy or the Chair of the Meeting is appointed as your proxy by default, but you do not mark a voting box for Item 1, by completing and submitting this Proxy Form, you will be expressly authorising the Chair of the Meeting to exercise your proxy in respect of Item 1 as the Chair decides.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual : This form is to be signed by the MFG shareholder.

Joint Holding : where the holding is in more than one name, at least one of the joint shareholders must sign.

Power of Attorney : to sign under a Power of Attorney, you must have already lodged it with the Share Registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies : this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director, who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, that is, by no later than 11:00am AEDT on Wednesday 8 April 2026 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed reply paid envelope (where provided) or:

Online https://www.votingonline.com.au/mfgegm2026
By Fax + 61 2 9290 9655

 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

Boardroom Pty Limited  In Person Level 8, 210 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the Meeting, please bring this form with you to assist registration.

General

Capitalised terms used but not defined in this form have the meaning given to them in the Notice of Meeting.

You should read the entire Notice of Meeting (including any supplementary or replacement disclosure) carefully and seek professional advice before deciding how to vote or how to direct your proxy. If you have any questions relating to aspects of the Notice of Meeting or the Merger, please contact the Shareholder Information Line, Georgeson Shareholder Communications Australia Pty Ltd, on 1300 125 723 (callers within Australia) or +61 3 9415 4395 (callers outside Australia) between 8.30am to 5.30pm (Sydney time), Monday to Friday (excluding public holidays). If you require further information about your MFG shareholdings or the registry, please contact MFG’s Share Registry, BoardRoom Pty Limited from 8.30am to 5.00pm, Monday to Friday (excluding public holidays) on 1300 005 016 (callers within Australia) or +61 2 9290 9600 (callers outside Australia). If you have any queries or uncertainties, please consult your stockbroker, accountant, tax adviser, independent financial adviser and/or other professional adviser(s) before deciding how to vote or how to direct your proxy.

Magellan Financial Group Ltd

ABN 59 108 437 592

Your Address

This is your address as it appears on MFG’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Shareholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1

APPOINT A PROXY

I/We being a member/s of Magellan Financial Group Ltd (“ Company ” or “ MFG ”) and entitled to attend the Meeting and vote at the Meeting hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held at the offices of Magellan Financial Group , No 25 Martin Place, Sydney NSW 2000 on Friday 10 April 2026 at 11:00am ( Sydney time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Item 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Item 1 as the Chair decides.

Chair of the Meeting will vote all undirected proxies in favour of Item 1. If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote for or against Item 1, or to abstain from voting on Item 1, you must provide a direction by marking the ‘For’, 'Against' or 'Abstain' box (as relevant) opposite that Item.

STEP 2 VOTING DIRECTIONS

If you mark the Abstain box for item 1, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority on a poll.

Board recommended items.

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The Board recommends shareholders vote FOR item 1. Board Recommendation For Against Abstain
Item 1 Approval to issue Consideration Shares to the Barrenjoey FOR
Parties and an affiliate of Barclays
STEP 3 SIGNATURE OF SHAREHOLDERS
This form must be signed to enable your directions to be implemented.
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Director Director / Company Secretary
Secretary
----- End of picture text -----*

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2026

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▢ Chairman	▢ CEO and Managing Director	▢ Director(s)	▢ Undirected
Question(s):

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AI assistant

MAGELLAN FINANCIAL GROUP LIMITED Proxy Solicitation & Information Statement 2026

65324_rns_2026-03-05_1f1856d2-dc2a-43d0-be8a-ec046ea1e861.pdf

ASX Release: Magellan Financial Group Ltd (“MFG”) – 2026 Notice of Extraordinary General Meeting

For further information:

Brian Benari

YOUR VOTE IS IMPORTANT

 TO APPOINT A PROXY ONLINE

BY SMARTPHONE

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Voting restrictions

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

Proxy forms may be lodged using the enclosed reply paid envelope (where provided) or:

Attending the Meeting

General

Magellan Financial Group Ltd

Your Address

PROXY FORM

STEP 1

APPOINT A PROXY

STEP 2 VOTING DIRECTIONS

AI assistant

MAGELLAN FINANCIAL GROUP LIMITED — Proxy Solicitation & Information Statement 2026

65324_rns_2026-03-05_1f1856d2-dc2a-43d0-be8a-ec046ea1e861.pdf

ASX Release: Magellan Financial Group Ltd (“MFG”) – 2026 Notice of Extraordinary General Meeting

For further information:

Brian Benari

YOUR VOTE IS IMPORTANT

 TO APPOINT A PROXY ONLINE

BY SMARTPHONE

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Voting restrictions

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

Proxy forms may be lodged using the enclosed reply paid envelope (where provided) or:

Attending the Meeting

General

Magellan Financial Group Ltd

Your Address

PROXY FORM

STEP 1

APPOINT A PROXY

STEP 2 VOTING DIRECTIONS

More from MAGELLAN FINANCIAL GROUP LIMITED

MAGELLAN FINANCIAL GROUP LIMITED Proxy Solicitation & Information Statement 2026