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MCS SERVICES LIMITED AGM Information 2025

Oct 29, 2025

65377_rns_2025-10-29_f00c300c-7318-484b-9a5e-bc876a8635de.pdf

AGM Information

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ABN 66 119 641 986

30 October 2025

Dear Shareholders

MCS SERVICES LTD – 2025 ANNUAL GENERAL MEETING

I am pleased to invite you to attend the 2025 annual general meeting of MCS Services Ltd ( MCS ) which will be held at 2:00pm (AWST) on Friday, 28 November 2025 ( Meeting ) at Stantons, Level 2, 40 Kings Park Road, West Perth WA 6005.

Meeting materials

In accordance with the Corporations Act 2001 (Cth), the Notice of Meeting and the accompanying Explanatory Statement are being made available to shareholders electronically. The MCS Notice of Meeting is available for you to view and download on the MCS website at https://mcsservices.com.au or from the ASX announcements website (www.asx.com.au) using the ASX code: MSG.

Shareholder participation

Shareholders will be able to participate in person at the Meeting venue.

Your participation in the Meeting is important to us. If you are unable to attend the Meeting at the scheduled time, you can participate in the Meeting by lodging a proxy vote. As voting on all resolutions at the Meeting will be conducted by poll, your lodged proxy vote will be included in the vote on each resolution.

Shareholders can either lodge the proxy appointment online at https://investor.automic.com.au/#/loginsah or sign and return the proxy form to the Company's share registry, Automic, in accordance with the instructions on the form, so that it is received by 2:00pm (AWST) on 26 November 2025.

Communication preferences

MCS is committed to promoting positive environmental outcomes, so we encourage all shareholders to provide an email address to receive their communications electronically. This ensures we are providing you with the information you need in the fastest, most costeffective manner possible, while also significantly reducing our environmental impact.

You can make an election as to whether you would like to receive certain documents, including annual reports and documents related to shareholder meetings (for example, notices of meeting and proxy/voting forms), as follows:

  1. You can make a standing elec�on to receive the documents in physical or electronic form;

  2. or

  3. You can elect not to receive certain documents, such as annual reports.

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ABN 66 119 641 986

To provide your preferences online, visit https://investor.automic.com.au/#/home and follow

the prompts to update your information, add your email address and update your ‘Communications’ preferences.

For a detailed overview of MCS’s performance and operations for the year ended 30 June 2025, I encourage you to read the 2025 Annual Report prior to the Meeting. The 2025 Annual Report can be found on the MCS website at https://mcsservices.com.au.

If you are unable to access the meeting materials online, please call the Company Secretary on +61 8 9389 2111.

For and on behalf of the Board,

Dennis Wilkins Company Secretary

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MCS SERVICES LIMITED ABN 66 119 641 986

Notice of 2025 Annual General Meeting Explanatory Statement and Proxy Form

TIME : 2:00 pm (AWST)

DATE : 28 November 2025

PLACE : Stantons Level 2 40 Kings Park Road West Perth WA 6005

This Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (0)8 9389 2111.

MCS Services Limited Notice of Annual General Meeting – 28 November 2025

MCS Services Limited

ABN 66 119 641 986

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of MCS Services Limited ( Company ) will be held on Friday, 28 November 2025 commencing at 2:00 pm (AWST) at Stantons, Level 2, 40 Kings Park Road, West Perth WA 6005 for the purpose of transacting the following business, in each case, as more particularly described in the Explanatory Statement accompanying this Notice.

Registration for the Meeting will open at 1:30 pm (AWST) on 28 November 2025.

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

REPORTS AND ACCOUNTS

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

Note : there is no requirement for Shareholders to approve these reports.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding ordinary resolution :

That, for the purpose of section 250R(2) of the Corporations Act, the Remuneration Report, which forms part of the Directors’ Report for the financial year ended 30 June 2025, be adopted.

Note : In accordance with section 250R(3) of the Corporations Act, the vote on this Resolution will be advisory only and does not bind the Directors or the Company.

A Voting Prohibition Statement for this Resolution is set out below.

RESOLUTION 2 – RE-ELECTION OF PAUL SIMMONS AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

That, for the purpose of article 15.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Paul Simmons, who retires by rotation in accordance with the Constitution and the Listing Rules and, being eligible, offers himself for re-election as a Director, is re-elected as a Director.

RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

That, for the purposes of Listing Rule 7.1A and all other purposes, approval be given for the Company to issue Equity Securities of up to 10% of the issued share capital of the Company (at the time of issue or agreement to issue) calculated in accordance with the formula prescribed by Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.

A Voting Exclusion Statement for this Resolution is set out below.

MCS Services Limited Notice of Annual General Meeting – 28 November 2025

By order of the Board

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DENNIS WILKINS Director & Company Secretary 13 October 2025

MCS Services Limited Notice of Annual General Meeting – 28 November 2025

VOTING EXCLUSIONS AND PROHIBITIONS

Resolution 1

Voting Prohibition

The Company will disregard any votes cast on Resolution 1:

  • by or on behalf of a member of the KMP whose remuneration details are included in the Remuneration Report for the year ended 30 June 2025 or a Closely Related Party of any such member of the KMP (regardless of the capacity in which the vote is cast); or

  • as a proxy by a person who is a member of the KMP at the time of the Meeting, or by a Closely Related Party of any such member of the KMP,

unless the vote is cast as proxy for a person entitled to vote on Resolution 1 and:

  • the vote is cast in accordance with a direction on the Proxy Form specifying how the proxy is to vote on the Resolution; or

  • the vote is cast by the Chair and the Proxy Form expressly authorises the Chair to exercise the proxy and vote as the Chair decides even though the Resolution is connected directly or indirectly with the remuneration of members of the KMP.

Resolution 3

Voting Exclusion

If, at the time of the Meeting, the Company is intending to make an issue of Equity Securities under Listing Rule 7.1A.2, the Company will disregard any votes cast in favour of Resolution 3 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 Company); or

  • an Associate of the person or those persons.

However, this does not apply to a vote cast in favour of Resolution 3 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 as proxy for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolutions 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 the directions given by the beneficiary to the holder to vote in that way.

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MCS Services Limited Notice of Annual General Meeting – 28 November 2025

NOTES

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your Shareholding, and your vote is important. Voting on each item of business will be conducted by poll. The Board encourages all Shareholders to either vote at the Meeting or lodge a Proxy Form prior to the deadline (being no later than 2:00 pm (AWST) on 26 November 2025. Information on how to lodge a proxy is set out on the Proxy Form.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00 pm (AWST) on 26 November 2025.

VOTING DURING THE MEETING

If you hold Shares in the Company, you will be able to vote on the Resolutions during the Meeting. Voting on each item of business will be by poll. However, the Directors are strongly encouraging Shareholders to lodge their Proxy Form in accordance with the instructions below to assist in the orderly conduct of the Meeting.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed personalised Proxy Form and return by no later than 2:00 pm (AWST) on 26 November 2025:

  • By lodging your Proxy Form online at https://investor.automic.com.au/#/loginsah; or

  • By delivering your completed Proxy Form by email to [email protected]; or

  • by posting your completed Proxy Form to Automic, GPO Box 5193, Sydney NSW 2001; or

  • by delivering your completed Proxy Form by fax to Automic at +61 2 8583 3040; or

  • by delivering your Completed Proxy Form by hand to Automic at Level 5, 126 Philip Street, Sydney NSW 2000.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

  • each Shareholder entitled to attend and vote at the Meeting has a right to appoint a proxy;

  • the proxy need not be a Shareholder of the Company and can be an individual or a body corporate; and

  • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, each proxy may exercise one-half of the votes.

CHAIR AS PROXY

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 the proposed Resolutions set out in this Notice, then you will be authorising the Chair to vote as the Chair decides on the proposed Resolutions (even if the Resolution is connected with the remuneration of a member of the Company's KMP). Where permitted, the Chair intends to vote (where appropriately authorised) as proxy in favour of each Resolution.

If you appoint the Chair as your proxy and wish to direct the Chair how to vote, you can do so by marking the boxes for the relevant Resolution (i.e., by directing to vote "For", "Against" or "Abstain").

If you appoint a member of the KMP (other than the Chair) or any Closely Related Party of a member of the KMP as your proxy, you must direct that person how to vote on Resolution 1 if you want your Shares to be voted on that Resolution. If you appoint a member of the KMP (other than the Chair) or any Closely Related Party of a member of the KMP and you do not direct them how to vote on Resolution 1, such a person will not cast your votes on that Resolution and your votes will not be counted in calculating the required majority for the poll on that Resolution.

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MCS Services Limited Notice of Annual General Meeting – 28 November 2025

CORPORATE REPRESENTATIVES

A body corporate who is a Shareholder or proxy must appoint an individual as its corporate representative if it wishes to attend and vote at the Meeting. If you are a corporate representative, you will need to provide evidence of your appointment as a corporate representative with the Share Registry prior to the Meeting or have previously provided the Company with evidence of your appointment.

POWERS OF ATTORNEY

If you appoint an attorney to attend and vote at the Meeting on your behalf, the power of attorney (or a certified copy) must be received by the Share Registry by 2:00 pm (AWST) on 26 November 2025, unless the power of attorney has previously been lodged with the Share Registry.

SHAREHOLDER QUESTIONS

Shareholders will be able to ask questions relevant to the business of the Meeting at the Meeting.

Shareholders who are unable to attend the Meeting or wish to submit questions prior to the Meeting may submit written questions by emailing the Company Secretary at [email protected]. In order for questions to be appropriately considered it is recommended that questions be received by 5:00 pm (AWST) on 26 November 2025. The more frequently raised Shareholder issues will be addressed by the Chair during the Meeting. While there will be an allotted time for questions, the Board will endeavour to respond to as many Shareholder questions as possible. However, there may still not be sufficient time available at the Meeting to address all the questions raised. Please note that individual responses will not be sent to Shareholders.

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MCS Services Limited Notice of Annual General Meeting – 28 November 2025

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders of MCS Services Limited in connection with the business to be conducted at the Annual General Meeting to be held on 28 November 2025 commencing at 2:00 pm (AWST).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. This Explanatory Statement forms part of, and should be read together with, the Notice of Meeting. Capitalised terms used in this Explanatory Statement are defined in the Glossary.

REPORTS AND ACCOUNTS

The Company's Financial Report, the Directors' Report and the Auditor’s Report for the year ended 30 June 2025 will be laid before the Meeting. A copy of the Company's Annual Report for the year ended 30 June 2025, which includes these reports, is available on the Company's website at https://mcsservices.com.au and on ASX's website www.asx.com.au, under the Company's code "MSG".

There is no requirement for Shareholders to approve these reports. Shareholders will be given a reasonable opportunity at the Meeting to ask questions or make comments about these reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Company's Auditor questions about the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 Background

Section 250R(2) of the Corporations Act requires the Company to put a resolution to Shareholders that the Remuneration Report be adopted. The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the outcome of the vote and the discussion will be considered by the Board when evaluating the remuneration arrangements of the Company in the future.

The Remuneration Report of the Company for the period ended 30 June 2025 is set out in the Company's Annual Report. This report includes information about the principles used to determine the nature and amount of remuneration and sets out the remuneration arrangements for each Director and member of the KMP, including the policies behind and structure of the remuneration arrangements.

Shareholders will be given a reasonable opportunity to ask questions about, or comment on, the Remuneration Report at the Meeting.

Resolution 1 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

1.2 Directors’ recommendation

Based on the information available, including the information contained in this Explanatory Statement and the Remuneration Report, all the Directors consider that Resolution 1 is in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 – RE-ELECTION OF PAUL SIMMONS AS A DIRECTOR

2.1 Background

Mr Paul Simmons was appointed as a Director on 1 July 2019. The Board do not consider Mr Simmons to be an independent Director.

Article 15.2 of the Constitution and Listing Rules 14.4 and 14.5 require that a Director must retire from office at the third AGM after the Director was elected or last re-elected (other than the Managing Director), and that an election of a Director must be held at each AGM. The Directors to retire at an AGM are those who have held office the longest

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MCS Services Limited Notice of Annual General Meeting – 28 November 2025

since their last election. If two or more Directors have held office for the same period, those Directors may agree between themselves which of them will retire, otherwise they are to draw lots.

Accordingly, Mr Simmons retires as a Director of the Company and, being eligible, offers himself for re-election as a Director.

Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

2.2 Director’s biography and experience

Mr Simmons brings a wealth of experience in the security sector and a track record in business growth, management and developing lasting client relationships. He has completed the AICD corporate governance course.

Mr Simmons’ career commenced as a Police Officer in the UK and he was later the WA state security manager for a major national retainer for 12 years, leading to him becoming the founder and driving force of MCS Security Group Pty Ltd since its inception in 2005. MCS Security Group Pty Ltd was acquired by MCS Services Limited in 2015, with Mr Simmons continuing in the role as CEO and Managing Director until 2024. Mr Simmons remains a non-executive director of the Company.

Mr Simmons holds securities in the Company, as detailed in his Appendix 3Y lodged with ASX on 2 December 2022, available on the ASX website at www.asx.com.au (code: MSG) and on the Company’s website at https://mcsservices.com.au .

Further details about Mr Simmons are set out in the Annual Report which is available at https://mcsservices.com.au.

2.3 Directors’ recommendation

Based on the information available, including the information contained in this Explanatory Statement, all the Directors consider that Resolution 2 is in the best interests of the Company, as Mr Simmons has a wealth of experience and expertise which is valuable to the Company. The Directors (other than Mr Simmons because of his interest in this Resolution) unanimously recommend that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3: APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

3.1 Background

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period ( 15% Placement Capacity ).

However, under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase the entity’s 15% Placement Capacity under Listing Rule 7.1 by an additional 10% to a total of 25% ( Additional 10% Placement Capacity ).

An “eligible entity” for the purposes of Listing Rule 7.1A is an entity that, as at the date of the relevant special resolution under Listing Rule 7.1A, is not included in the S&P/ASX 300 Index and that has a market capitalisation equal to or less than the amount prescribed by ASX (currently $300 million).

The Company has a market capitalisation of approximately $1.6 million as at 10 October 2025 and is not included in the S&P/ASX 300 Index. Accordingly, the Company is an “eligible entity” for the purposes of Listing Rule 7.1A.

Resolution 3 seeks Shareholder approval for the Company to access the Additional 10% Placement Capacity. If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If Resolution 3 is not passed, the Company will not be able to access the Additional 10% Placement Capacity and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

Resolution 3 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

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MCS Services Limited Notice of Annual General Meeting – 28 November 2025

3.2 Formula for calculating Additional 10% Placement Capacity

The maximum number of Equity Securities that the Company may issue under the approval sought by Resolution 3 will be calculated in accordance with the formula set out in Listing Rule 7.1A.2:

(A x D) - E

Where:

A = the number of fully paid ordinary securities on issue at the commencement of the relevant period:

  • 1) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than exceptions 9, 16 or 17;

  • 2) plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within Listing 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 the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;

  • 3) plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within Listing 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 the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;

  • 4) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under Listing Rules 7.1 or 7.4;

  • 5) plus the number of partly paid ordinary securities that became fully paid in the relevant period; and

  • 6) less the number of fully paid ordinary securities cancelled in the relevant period.

  • D = 10%.

  • E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement to issue has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.

Note: the "relevant period" is a 12-month period .

3.3 Information required by Listing Rule 7.3A

The following information is provided to Shareholders for the purposes of Listing Rule 7.3A:

  • (a) The Additional 10% Placement Capacity will be valid during the period commencing on the date of the Meeting and will expire on the earlier of:

  • (i) the date that is 12 months after the date of the Meeting;

  • (ii) the time and date of the Company’s next AGM; and

  • (iii) the time and date of Shareholder approval of any transaction under Listing Rule 11.1.2 (change to the nature or scale of the Company’s activities) or Listing Rule 11.2 (disposal of the Company’s main undertaking).

  • (b) Any Equity Securities issued under Listing Rule 7.1A.2 must be in an existing quoted class of Equity Securities and be issued for cash consideration which is not less than 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

  • (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or

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MCS Services Limited Notice of Annual General Meeting – 28 November 2025

  • (ii) if the Equity Securities are not issued within 10 Trading Days of the date in the paragraph above, the date on which the Equity Securities are issued.

  • (c) As at the date of this Notice of Meeting, the Company has not formed an intention to offer any Equity Securities under Listing Rule 7.1A. However, if Resolution 3 is passed and the Company does raise funds from the issue of Equity Securities under the Additional 10% Placement Capacity, then the Company considers that the funds may be used for general working capital and to identify growth strategies to implement into the existing traffic management business.

  • (d) If Resolution 3 is passed and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders’ economic and voting interests in the Company will be diluted. There is a risk that:

  • (i) the market price for the Company’s Equity Securities may be significantly lower on the date of issue of the Equity Securities than on the date of the Meeting; and

  • (ii) the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

Any issue of Equity Securities under the Additional 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Equity Securities under the relevant issue.

If Resolution 3 is passed and the Company issues the maximum number of Equity Securities available under the Additional 10% Placement Capacity, the economic and voting interests of existing Shareholders in the Company will be diluted as shown in the table below. This table shows the potential dilution of existing Shareholders on the basis of three different assumed issue prices and values for variable ‘A’ in the formula in Listing Rule 7.1A.2.

Table 1: Listing Rule 7.1A.2 dilution table

Number of Shares on
issue
(Variable ‘A’ in
Listing Rule 7.1A.2)
Dilution
$0.004
(Issue price at
half the current
market price)
$0.008
(Issue price at the
current market
price)
$0.016
(Issue price at
double the current
market price)
198,099,652 Shares
(Current variable ‘A’)
Shares issued 19,809,965
19,809,965
19,809,965
Funds raised $79,240
$158,480
$316,959
Dilution 10.0%
10.0%
10.0%
297,149,478 Shares
(50%
increase
in
current variable ‘A’)
Shares issued 29,714,948
29,714,948
29,714,948
Funds raised $118,860
$237,720
$475,439
Dilution 10.0%
10.0%
10.0%
396,199,304 Shares
(100% increase in
current variable ‘A’)
Shares issued 39,619,930
39,619,930
39,619,930
Funds raised $158,480
$316,959
$633,919
Dilution 10.0%
10.0%
10.0%

The table above assumes:

  1. The current issue price is $0.008, being the closing price of the Company’s Shares on ASX on 10 October 2025.

  2. The Company issues the maximum number of Equity Securities available under the Additional 10% Placement Capacity.

  3. No convertible securities are exercised before the date of the issue of the Equity Securities.

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MCS Services Limited Notice of Annual General Meeting – 28 November 2025

  1. The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes options, for the purposes of the above table, it is assumed that those options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.

  2. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Capacity, based on that Shareholder’s holding at the date of the AGM.

  3. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2, with approval under Listing Rule 7.1 or ratified under Listing Rule 7.4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% Placement Capacity under Listing Rule 7.1.

  4. (e) The identity of the persons to whom Equity Securities will be issued under the Additional 10% Placement Capacity is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities and the Company’s allocation policy, which involves consideration of a number of matters including, but not limited to:

  5. (i) subject to the scale of the capital raising opportunity, and the appetite of existing Shareholders, a general preference to existing Shareholders;

  6. (ii) the structure and timeframe of the capital raising opportunities available to the Company (e.g. placement, entitlement offer or share purchase plan);

  7. (iii) the Company’s financial position and likely future capital requirements; and

  8. (iv) advice from the Company’s professional advisers (including corporate, financial and broking advisers if applicable).

  9. (f) The persons to whom Equity Securities may be issued under the Additional 10% Placement Capacity may include institutional, sophisticated and professional investors, existing Shareholders of the Company, clients of holders of an Australian Financial Services Licence and/or their nominees, or any other person to whom the Company is able to issue Equity Securities (but will not include related parties of the Company or their Associates).

  10. (g) The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its AGM held on 30 November 2023.

  11. The Company has not issued any Equity Securities under Listing Rule 7.1A.2 in the 12 months preceding the date of the Meeting.

  12. (h) As at the date of this Notice of Meeting, a voting exclusion statement does not apply to Resolution 3, as the Company has not formed an intention to offer any Equity Securities under Listing Rule 7.1A (refer to Section 3.3(c) of the Explanatory Statement).

3.4 Directors’ recommendation

The Board recommends that Shareholders vote in favour of Resolution 3.

.

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MCS Services Limited Notice of Annual General Meeting – 28 November 2025

GLOSSARY

15% Placement Capacity has the meaning given in Section 3.1 of the Explanatory Statement.

Additional 10% Placement Capacity has the meaning given in Section 3.1 of the Explanatory Statement.

AGM means an annual general meeting of shareholders.

Annual General Meeting or Meeting means the AGM convened by the Notice.

Annual Report means the Directors’ Report, the Financial Report and Auditor’s Report, in respect of the financial year ended 30 June 2025.

Associate has the meaning given to that term in the Listing Rules.

ASX means ASX Limited (ABN 98 008 624 691) and, where the context permits, the financial market that it operates.

AUD$, $ and dollars means Australian dollars, unless otherwise stated .

Auditor means the auditor of the Company, being Stantons International Audit and Consulting Pty Ltd.

Auditor’s Report means the Auditor’s report on the Financial Report.

AWST means Australian Western Standard Time (Perth time).

Board means the current board of Directors of the Company.

Chair means the chair of the Meeting.

Closely Related Party has the meaning given in the Corporations Act.

Company or MCS means MCS Services Limited (ACN 119 641 986).

Constitution means the constitution of the Company, as amended.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors’ Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company.

Equity Securities has the meaning given in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company.

KMP means the key management personnel of MCS from time to time.

Listing Rules means the listing rules of the ASX.

Notice or Notice of Annual General Meeting or Notice of Meeting means this notice of Annual General Meeting.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means any of the resolutions set out in the Notice of Annual General Meeting.

Section means a section of this Explanatory Statement.

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

Share Registry means Automic Group.

Shareholder means the registered holder of a Share.

Trading Days has the meaning given in the Listing Rules.

12

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

MCS Services Limited | ABN 66 119 641 986

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Your proxy voting instruction must be received by 2:00pm (AWST) on Wednesday, 26 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

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/#/homeShareholders 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/#/loginsahor
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.
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 MCS Services Limited, to be held at 2:00pm (AWST) on Friday, 28 November 2025 at Stantons, Level 2, 40 Kings Park Road, West Perth WA 6005 hereby:

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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 Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is 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
Against
Abstain
1
ADOPTION OF REMUNERATION REPORT
2
RE-ELECTION OF PAUL SIMMONS AS A DIRECTOR
3
APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY
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 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Securityholder 2 Securityholder 2 Securityholder 2 Securityholder 2 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 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).