MONEYME LIMITED — Proxy Solicitation & Information Statement 2022

Sep 8, 2022

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MONEYME Limited (ASX:MME)

9 September 2022

ASX Announcement

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

MONEYME Limited (ASX:MME) ( MONEYME or the Company ) announces that an Extraordinary General Meeting of Shareholders will be held at 11.00am (AEDT) on Tuesday, 11 October 2022 ( Meeting ). The Meeting will be held in person and virtually as a hybrid meeting.

A letter describing how MONEYME shareholders can access the Notice of Meeting electronically has been despatched to MONEYME shareholders today.

Copies of the following documents are attached:

1. Letter to shareholders and Notice of Meeting; and

2. A sample Voting Form for the Meeting.

The Meeting has been primarily called to consider the resolutions in relation to the conditional components of the Company’s recent capital raising as announced on 31 August 2022 ( Capital Raising ). The Meeting will also consider a resolution to ratify the issue of Company shares under the unconditional component of the Capital Raising.

Authorised by the Company’s Disclosure Committee on behalf of the Board.

ENDS

For further information please	contact:
Managing Director and CEO	Chief Financial Officer	Company Secretary
Clayton Howes	Neal Hawkins	Jonathan Swain
clayton@moneyme.com.au	neal@moneyme.com.au	companysecretary@moneyme.com.au

For general investor enquiries, please email investors@moneyme.com.au

About MONEYME

MONEYME is a leading Australian disruptor, using technology in its quest to become the #1 challenger to the major banks.

With a focus on innovation, MONEYME funds credit approved ambitious people with the advantage of marketleading speed and automated customer experiences. Leveraging AI and advanced cloud-based technology, it offers highly automated credit products across personal, auto and real estate finance.

The Group’s core brands MONEYME and SocietyOne reflect digital-first experiences that meet, and exceed, the expectations of ‘Generation Now’.

MONEYME Limited is listed on the ASX and the Group includes licensed and regulated credit and financial services providers operating in Australia.

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9 September 2022

Dear Shareholder

MONEYME’S EXTRAORDINARY GENERAL MEETING

On behalf of the Board of Directors of MoneyMe Limited ( MoneyMe or the Company ), I am pleased to invite you to an Extraordinary General Meeting of Shareholders of MoneyMe ( EGM or Meeting ), to be held on Tuesday, 11 October 2022 commencing at 11:00am (Sydney time).

The Meeting has been primarily called to consider the resolutions in relation to the conditional components of the Company’s capital raising announced to ASX on 31 August 2022 ( Capital Raising ). The Meeting will also consider a resolution to ratify the issue of shares already issued by the Company under the unconditional component of the Capital Raising.

Background to Meeting

The past financial year has been a game-changer for MONEYME, as the business delivered on its growth strategy through strong operational execution in a challenging macroeconomic environment.

MONEYME capitalised on the increasing demand for its innovative consumer lending products and the strategic acquisition of SocietyOne to achieve critical scale, which along with increased automation and technology-driven efficiencies provide significant operational advantages.

Customer receivables increased by 305% to $1.35 billion, while the focus on originating secured assets through the Autopay product has supported an overall increase in the credit quality of our loan portfolio and increased MONEYME’s resilience in an evolving market.

Our step change in scale has required a similar step change in financial capacity, which is reflected in a further diversification of our funding structures and a 4x increase in our funding capacity to $1.7 billion.

On 31 August 2022, MONEYME announced a $20 million institutional placement. This letter aims to provide further clarity on how the additional capital will support the successful execution of our strategy for the year ahead.

An increase in equity capital is necessary for the growth in our balance sheet and to continue to service customer demand, while balancing the subordination requirements of our warehouse funding structures. The capital raised will also be used to fund upfront commissions to brokers and pay the transaction costs of the raise.

In addition, while our funding partners have been highly supportive of the growth in the business and have provided waivers of certain financial requirements to allow us to progress with our strategy, the equity raised will help support the liquidity requirements of our corporate debt facility.

Subject to shareholder approval at the EGM, Directors have committed to invest $1.2 million via a fully subscribed Director placement to demonstrate their confidence in the business and alignment with all shareholders.

The institutional investor placement raised $17.84 million through an underwritten unconditional component, and a further underwritten $2.16 million of commitments which will require the approval of shareholders at the EGM under ASX Listing Rules.

MONEYME values all its shareholders and previously announced its commitment to offer a retail share

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purchase plan (SPP) to raise $1.2 million on the same terms as the institutional and director placements. As noted in the previous announcement, should there be sufficient shareholder demand, MONEYME will consider accepting over-subscriptions above the intended $1.2 million cap under the SPP.

The EGM will seek shareholder approval of resolutions to authorise the $1.2 million Director placement and the conditional $2.16 million portion of the institutional investor placement. Shareholder approval will also be sought to replenish the Company’s placement capacity under ASX Listing Rules by ratifying the prior issue of shares under the unconditional placement. This will enable the SPP to be conducted at the same issue price as the other placements.

The Directors of MONEYME are of the view that the Capital Raising is in the best interests of the Company and they encourage you as a shareholder to vote in favour of the resolutions at the EGM.

We also encourage you to read the recent annual results presentation in our Investor Centre for full details on the success of MONEYME and the opportunities we seek to pursue.

We strongly believe that our ability to meet the demand for innovative consumer lending products presents a strong opportunity to achieve measured and profitable growth as we seek to establish the business as the number one challenger to traditional lenders.

Meeting information

I encourage you to read the enclosed Notice of Meeting, including the Explanatory Memorandum, and to cast a direct vote or lodge a directed proxy in advance of the meeting by following the instructions on your Voting Form. Your Voting Form was enclosed with the letter you received advising you of the arrangements for the EGM and how to access the Notice of Meeting electronically.

The EGM will be a hybrid meeting held both at a physical location as well as virtually. Shareholders may join the EGM in person at the Raddison Blu Plaza Hotel, 27 O’Connell Street, Sydney NSW 2000 or virtually via the Online Platform accessible at https://meetings.linkgroup.com/MMEEGM1022 ( Online Platform ).

Further details on how to participate in, and how to vote and ask questions, at the EGM are set out in the attached Notice of Meeting and Explanatory Memorandum, your Voting Form and in our share registry’s Virtual Meeting Online Guide ( Online Guide ). The Online Guide contains information about which browsers are compatible with the Online Platform, and about logging in and navigating the site. The Online Guide is available on our website at https://investors.moneyme.com.au/meetings.

Thank you for your continued support of MoneyMe and I look forward to your attendance at the Meeting.

Yours sincerely,

Peter Coad Independent Non-Executive Chairman

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MONEYME LIMITED ACN 636 747 414

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting ( Meeting or EGM ) of Shareholders of MoneyMe Limited ACN 636 747 414 ( MoneyMe or Company ) will be held:

Date: Tuesday, 11 October 2022

Time: 11:00am (Sydney time)

Venue: In person at Raddison Blu Plaza Hotel, 27 O’Connell Street, Sydney NSW 2000; and

Virtually at the Online Platform at https://meetings.linkgroup.com/MMEEGM1022

It is recommended that shareholders log in to the Online Platform at least 15 minutes prior to the scheduled start time for the Meeting on a supported web browser on their computer or online device. To log in to the Meeting, shareholders will need their Shareholder Reference Number ( SRN ) or Holder Identification Number ( HIN ), which is printed at the top of their Voting Form, along with their postcode.

The Explanatory Memorandum and the Voting Form are incorporated in and form part of this Notice of Meeting. The Voting Form was enclosed with the letter from the Company dated the same date as this Notice of Meeting advising you of the arrangements for the EGM and how to access this Notice of Meeting electronically.

The business of the Meeting is to consider six Resolutions for which Shareholder approval is sought. Details of each of these items are set out below.

Resolutions for approval

1. Ratification of Shares issued under the Unconditional Placement

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

“ That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue of 35,677,083 Shares under the Unconditional Placement to Professional and Sophisticated Investors including Perennial Value Management Limited (a substantial holder of the Company) on or about 6 September 2022 under ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Please refer to the voting exclusion statement in the following notes.

2. Issue of Shares under the Conditional Placement

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue 4,322,917 Shares under the Conditional Placement to Professional and Sophisticated Investors including Perennial Value Management Limited (a substantial holder of the Company) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Please refer to the voting exclusion statement in the following notes.

3. Issue of Shares to Clayton Howes (or his nominee) under the Director Offer

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 1,000,000 Shares under the Director Offer to Clayton Howes (or his nominee), a Director of the Company, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

4. Issue of Shares to Scott Emery (or his nominee) under the Director Offer

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 1,000,000 Shares under the Director Offer to Scott Emery (or his nominee), a Director of the Company, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

5. Issue of Shares to Peter Coad (or his nominee) under the Director Offer

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 200,000 Shares under the Director Offer to Peter Coad (or his nominee), a Director of the Company, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

6. Issue of Shares to Jonathan Lechte (or his nominee) under the Director Offer

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 200,000 Shares under the Director Offer to Jonathan Lechte (or his nominee), a Director of the Company, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Explanatory Memorandum

An Explanatory Memorandum in respect of the Resolutions set out above accompanies this Notice of Meeting. Expressions, terms or abbreviations defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting.

By Order of the Board

9 September 2022

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Jonathan Swain Company Secretary

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Voting Exclusion Statements

Resolution 1 (Ratification of Shares issued under Unconditional Placement)

The Company will disregard any votes cast in favour of by or on behalf of:

• (a) a person who participated in the issue of Shares under the Unconditional Placement; and

• (b) any person who obtained material benefit as a result of the issue of Shares under the Unconditional Placement (except a benefit solely by reason of being a Shareholder of ordinary securities in the Company),

or an associate of that person or those persons, unless the vote is cast on Resolution 1:

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

• (d) as the Chair of the Meeting as a proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or

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

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

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

Resolution 2 (Issue of Shares under the Conditional Placement)

The Company will disregard any votes cast in favour of by or on behalf of:

• (a) a person who is expected to participate in the proposed issue of Shares under the Conditional Placement; and

• (b) any person who will obtain a material benefit as a result of the proposed issue of Shares under the Conditional Placement (except a benefit solely by reason of being a Shareholder of ordinary securities in the Company),

or an associate of that person or those persons, unless the vote is cast on Resolution 2:

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

• (d) as the Chair of the Meeting as a proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or

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

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

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

Resolution 3 (Issue of Shares to Clayton Howes (or his nominee) under Director Offer)

The Company will disregard any votes cast in favour of by or on behalf of:

• (a) Clayton Howes (or his nominee); and

• (b) any person who will obtain a material benefit as a result of the proposed issue of Shares under the Director Offer (except a benefit solely by reason of being a Shareholder of ordinary securities in the Company),

or an associate of that person or those persons, unless the vote is cast on Resolution 3:

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

• (d) as the Chair of the Meeting as a proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or

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

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

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

Resolution 4 (Issue of Shares to Scott Emery (or his nominee) under Director Offer)

The Company will disregard any votes cast in favour of by or on behalf of:

• (a) Scott Emery (or his nominee); and

• (b) any person who will obtain a material benefit as a result of the proposed issue of Shares under the Director Offer (except a benefit solely by reason of being a Shareholder of ordinary securities in the Company),

or an associate of that person or those persons, unless the vote is cast on Resolution 4:

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

• (d) as the Chair of the Meeting as a proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or

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

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

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

Resolution 5 (Issue of Shares to Peter Coad (or his nominee) under Director Offer)

The Company will disregard any votes cast in favour of by or on behalf of:

• (a) Peter Coad (or his nominee); and

• (b) any person who will obtain a material benefit as a result of the proposed issue of Shares under the Director Offer (except a benefit solely by reason of being a Shareholder of ordinary securities in the Company),

or an associate of that person or those persons, unless the vote is cast on Resolution 5:

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

• (d) as the Chair of the Meeting as a proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or

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

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

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

Resolution 6 (Issue of Shares to Jonathan Lechte (or his nominee) under Director Offer)

The Company will disregard any votes cast in favour of by or on behalf of:

• (a) Jonathan Lechte (or his nominee); and

• (b) any person who will obtain a material benefit as a result of the proposed issue of Shares under the Director Offer (except a benefit solely by reason of being a Shareholder of ordinary securities in the Company),

or an associate of that person or those persons, unless the vote is cast on Resolution 6:

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

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• (d) as the Chair of the Meeting as a proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or

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

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

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

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Participation and Voting at the Meeting

Entitlement to Attend and Vote

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of MoneyMe as at 7.00pm (Sydney time) on Wednesday, 5 October 2022 will be entitled to attend and vote at the EGM.

If more than one joint holder of shares is present at the EGM (whether personally, by proxy, by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Format of the Meeting

The Company will hold the Meeting as a hybrid meeting, in a manner that is consistent with the Corporations Act and the Constitution of MoneyMe. Shareholders can attend either:

• in person, at Raddison Blu Plaza Hotel, 27 O’Connell Street, Sydney NSW 2000. Registration opens in-person from 11:00am on the date of the Meeting; or

• virtually, by joining the Online Platform athttps://meetings.linkgroup.com/MMEEGM1022. Registration for the EGM will commence from 10:00am (Sydney time) on Tuesday, 11 October 2022 (one hour before the EGM).

Using the Online Platform

If you wish to attend the Meeting via the Online Platform, we recommend logging in to the Online Platform at least 15 minutes prior to the scheduled start time for the EGM using the instructions below:

• Enter https://meetings.linkgroup.com/MMEEGM1022 into a web browser on your computer or online device;

• Shareholders will need their Shareholder Reference Number ( SRN ) or Holder Identification Number ( HIN ); and

• proxyholders will need their proxy code which the Share Registry will provide via email no later than 24 hours prior to the Meeting.

Voting in person or electronically at the Meeting

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

Shareholders who wish to vote at the Meeting using the online platform will have the opportunity to lodge a vote on the Resolutions to be considered at the Meeting at any time between the commencement of the meeting and the close of voting at the Meeting as announced by the Chair during the meeting.

More information about how to use the online platform for voting is provided in the Online Meeting Guide. If you intend to use the online platform to submit a vote during the meeting, we suggest that you check that the Online Platform works on your device well in advance of the meeting. Further instructions are provided in the Online Meeting Guide.

Direct Voting

Alternatively, a Shareholder may vote directly in accordance with the instructions contained on the Voting Form. If a Shareholder who is entitled to vote at the Meeting appoints a proxy, they may specify the way that the proxy is to vote in relation to a Resolution and indicate that the specification is to be

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regarded as a direct vote. A direct vote will enable Shareholders to vote on the Resolutions considered at the Meeting by lodging their votes with the Company prior to the Meeting (and by the deadline set out in the ‘Submission of Voting Forms’ section below). Direct voting is another way for Shareholders to exercise their voting rights at the Meeting.

If you cast a direct vote prior to the Meeting you may still participate in the Meeting. If you participate in the Meeting, the Chair has determined that your direct vote will not be cancelled unless you cast a live vote during the Meeting.

Appointment of Proxy

If you are a Shareholder entitled to attend and vote, you may appoint a proxy to attend and act on your behalf at the EGM or to cast a direct vote in advance of the Meeting. A proxy need not be a shareholder of the Company and can be an individual or a body corporate. You may appoint a proxy either online at https://investorcentre.linkgroup.com or by completing and submitting a Voting Form prior to the Meeting.

If a Shareholder is entitled to cast two or more votes at the EGM, the Shareholder may appoint one or two proxies. If two proxies are appointed, the appointing Shareholder may specify the proportion or number of their votes each proxy is appointed to exercise. In accordance with Rule 5.11(f)(i) of the Company's Constitution, if no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes. If you require an additional Voting Form, please contact the Share Registry on 1300 554 474.

Submission of Voting Forms

To be effective, your completed Voting Form must be received at the Share Registry of the Company no later than 11:00am (Sydney time) on Sunday, 9 October 2022, being 48 hours before the start of the EGM. An original or a certified copy of any power of attorney under which the form was signed must also be received by this time unless previously provided to the Share Registry. Proxies must be received before that time by one of the following methods:

Online	By logging onto the Link Market Services Limited website at https://investorcentre.linkgroup.com and following the instructions on the Voting Form, or by scanning the QR code on the back of your Voting Form using a mobile device.
By post	By posting the Voting Form to the following address: MoneyMe Limited c/- Link Market Services Limited Locked Bag A14, Sydney South NSW 1235
By hand	By delivering the Voting Form in person to one of the following address between the hours of 9.00am to 5.00pm Monday to Friday (excluding public holidays: MoneyMe Limited c/- Link Market Services Limited Level 12, 680 George Street, Sydney, NSW 2000 OR MoneyMe Limited c/- Link Market Services Limited Parramatta Square, Level 22, Tower 6 10 Darcy Street, Parramatta NSW 2150
By fax	By faxing the Voting Form to +61 2 9287 0309

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

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Power of Attorney

If you are a Shareholder entitled to attend and vote, you may appoint an attorney to act on your behalf at the EGM. Your appointment must be made by a duly executed power of attorney. The power of attorney (or a certified copy of it) must be received by the Share Registry no later 11:00am (Sydney time) on Sunday, 9 October 2022, being 48 hours before the start of the EGM.

Corporate Representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the EGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should provide to the Company’s share registry a properly executed letter or other document confirming its authority to act as the company’s representative prior to the EGM. A Certificate of Appointment of Corporate Representative form may be obtained from the Company’s Share Registry or online at https://investorcentre.linkgroup.com.

Voting and Required Majority

The Resolutions are ordinary resolutions, which will be passed if a simple majority of votes cast on the relevant Resolution are in favour of the relevant Resolution. Voting on each of the proposed Resolutions at this Meeting will be conducted by a poll, rather than on a show of hands. Subject to the voting exclusions, on a poll every Shareholder has one vote for each Share held.

Chair’s Voting Intentions

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 Resolutions, then by submitting the Voting Form you will be expressly authorising the Chair to exercise your proxy on the Resolutions. Subject to any voting exclusions or restrictions, the Chair of the Meeting intends to vote all available undirected proxies in favour of the Resolutions.

The Chair’s decision on the validity of a direct vote, vote cast by a proxy or vote cast by a Shareholder (including by attorney or corporate representative) is conclusive.

Shareholder Questions

Shareholders will be given a reasonable opportunity during the EGM to ask questions or make comments in relation to the business of the Meeting. Questions may be asked during the EGM in person, via the Online Platform or via telephone.

Shareholders and proxyholders may ask questions via the Online Platform by typing those questions into the Online Platform. Shareholders wishing to ask questions via the Online Platform will need their SRN or HIN which is printed at the top of their Voting Form. Proxyholders wishing to ask questions via the Online Platform will need their proxy code, which the Share Registry will provide via email no later than 24 hours prior to the EGM.

Shareholders and proxyholders wishing to ask questions via telephone will need to request a personalised PIN before the EGM.

To request a PIN, please contact the Share Registry on 1800 990 363 by no later than 5.00pm on Friday, 7 October 2022 . Dial-in details for the EGM and contact details for the Share Registry are included in the Virtual Meeting Online Guide. Even if you plan to ask questions by telephone, you will still need to log into the Online Platform if you wish to vote electronically during the Meeting.

Shareholders who are unable to attend the EGM or who may prefer to submit questions in advance may do so by logging ontohttps://investorcentre.linkgroup.com, selecting Voting then clicking Ask a Question.

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To allow time to collate questions and prepare answers, please submit any questions by 7:00pm (Sydney time) on Wednesday, 5 October 2022 . Questions will be collated and, during the EGM, the Chair will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the EGM to address all topics raised. Please note that individual responses will not be sent to Shareholders.

Conduct of Meeting

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

In the event that technical issues arise during the Meeting, MoneyMe will have regard to the impact of those issues on Shareholders participating and casting votes online and the Chair of the Meeting may, in exercising his powers as Chair, issue any instructions for resolving the issue and may continue the Meeting if it is appropriate to do so.

Responsibility statement

Link Market Services Limited has had no involvement in the preparation of any part of this Notice of Meeting other than being named as the MoneyMe Share Registry. Link Market Services Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Notice of Meeting.

Date

This Notice of Meeting and Explanatory Memorandum is dated 9 September 2022.

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MONEYME LIMITED

ACN 636 747 414

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to assist Shareholders to consider the Resolutions set out in the Notice of Meeting. It forms part of and should be read in conjunction with the Notice of Meeting. The Board recommends that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

The Board also recommends that Shareholders review the Company’s ASX Announcements dated 31 August 2022 in respect of the Capital Raising, including the accompanying Investor Presentations (which, for the avoidance of doubt, includes the FY22 Results Presentation) before making any decisions in relation to the Resolutions.

Capitalised terms not otherwise defined in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary contained in this Explanatory Memorandum.

1 Overview of the Capital Raising

On 31 August 2022, MoneyMe announced that it had received firm commitments from Professional and Sophisticated Investors in a fully underwritten share placement to raise approximately $20m by the issue of 40,000,000 Shares at an issue price of $0.50 per Share, comprising:

• (a) an unconditional tranche, comprising 35,677,083 Shares to raise approximately $17.84m which were issued on or around Monday, 5 September 2022 within the Company’s 15% placement capacity under the ASX Listing Rule 7.1 ( Unconditional Placement ); and

• (b) a conditional tranche, comprising 4,322,917 Shares to raise approximately $2.16m, with the issue being subject to and conditional upon Shareholder approval under ASX Listing Rule 7.1 ( Conditional Placement ),

(together, the Placement ).

At the same time as the Placement, the Company also announced it had received commitments from four Directors to subscribe for 2,400,000 Shares to raise approximately $1.2m, with the issue being subject to and conditional upon Shareholder approval under ASX Listing Rule 10.11 ( Director Offer , together with the Placement, the Capital Raising ).

Barrenjoey Markets Pty Ltd acted as sole lead manager, bookrunner and underwriter for the Placement ( Lead Manager ). The Director Offer is not underwritten.

The Capital Raising is expected to raise up to $22.2m and proceeds from the Capital Raising will be primarily used to fund transaction costs, support its existing debt facilities and fund new growth across its key products. Further details in relation to the Capital Raising are included in the FY22 Results Presentation released to the market on 31 August 2022.

In respect of the Director Offer, the following four Directors (or their nominees) (the Participating Directors ) intend on participating as follows:

Director	Number of Shares	Amount raised
Clayton Howes	1,000,000	$500,000
Scott Emery	1,000,000	$500,000

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Peter Coad	200,000	$100,000
Jonathan Lechte	200,000	$100,000
Total	2,400,000	$1,200,000

Approval for the issue of 2,400,000 Shares under the Director Offer to the Participating Directors who are Related Parties of the Company is subject to and conditional upon Shareholder approval under ASX Listing Rule 10.11.

2 Resolution 1 – Ratification of the issue of Shares under Unconditional Placement

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Background to Resolution 1

Information regarding the Capital Raising and Unconditional Placement is set out in Section 1 of this Explanatory Memorandum above.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 35,677,083 Shares under the Unconditional Placement under ASX Listing Rule 7.1.

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ASX Listing Rules 7.1 and 7.4 and purpose of Resolution 1

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue or agree to 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.

The issue of the Shares under the Unconditional Placement does not fit within any of the exceptions to ASX Listing Rule 7.1 and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date on which the Warrants were issued.

ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under that rule.

If Resolution 1 is not passed, the issue of Shares under the Unconditional Placement will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities MoneyMe can issue without Shareholder approval over the 12 month period following the issue date of the Warrants.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. In particular, and as announced in the FY22 Results Presentation on 31 August 2022, if Resolution 1 is passed the Company intends on making an offer of new Shares to all existing Shareholders under a share purchase plan ( SPP ). The issue price payable per Share the SPP is intended to be the same price under the Capital Raising, being $0.50 per Share. The SPP will not be underwritten and may raise up to $1.2m, however the Company retains the right to accept oversubscriptions or to scale back applications (or whole or in part) at its absolute discretion that may result in the SPP raising more or less than $1.2m. The Company will have regard to the size of eligible Shareholders’ record date shareholding in exercising that discretion.

To this end, Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Shares under the Unconditional Placement.

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Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5, the following information is provided to Shareholders in relation to Resolution 1:

The names of the persons to whom the Company issued the securities or the basis upon which those persons were identified or selected	Professional and Sophisticated Investors determined by the Company in agreement with the Lead Manager including Perennial Value Management Limited (a substantial holder of the Company).
The number and class of securities the Company issued	35,677,083 Shares
If the securities are not fully paid ordinary securities, a summary of the material terms of the securities	Shares issued under the Unconditional Placement rank equally with all other fully paid ordinary shares on issue in the Company.
The date on which the securities were issued	Tuesday, 6 September 2022
The price or other consideration the Company has received for the issue	$0.50 per Share
The purpose of the issue, including the use or intended use of the funds raised by the issue	The proceeds from the Capital Raising will be utilised for equity subordination requirements in the Company’s warehouse facilities to support continued loan book growth, and payment of associated upfront commissions to brokers. They will also be used to support the Company’s existing debt facilities and fund transaction costs. Further details in relation to the Capital Raising are included in the FY22 Results Presentation released to the market on 31 August 2022.

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Board recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

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Voting exclusion statement

A voting exclusion statement with respect to Resolution 1 is included in the Notice of Meeting.

3 Resolution 2 – Approval of the issue of Shares under the Conditional Placement

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Background to Resolution 2

Information regarding the Capital Raising and Conditional Placement is set out in Section 1 of this Explanatory Memorandum above.

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of 4,322,917 Shares under the Conditional Placement.

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ASX Listing Rule 7.1 and purpose of Resolution 2

The general effect of ASX Listing Rule 7.1 is described above in Resolution 1.

The agreement to issue Shares under the Conditional Placement does not fall within any of the exceptions to ASX Listing Rule 7.1 in ASX Listing Rule 7.2 and exceeds the 15% limit in ASX Listing Rule 7.1. The issue of Shares under the Conditional Placement therefore requires the approval of Shareholders for the purposes of ASX Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the issue of Shares under the Conditional Placement. In addition, the issue of Shares under the Conditional Placement will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of Shares under the Conditional Placement and the Company will receive up to $2.16 million less cash in connection with the Capital Raising, which could, in turn, adversely impact the Company’s ability to implement the funds in accordance with their proposed use under the Capital Raising.

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Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

The names of the persons to whom the Company will issue the securities or the basis upon which those persons will be identified or selected	Professional and Sophisticated Investors determined by the Company in agreement with the Lead Manager, including Perennial Value Management Limited (a substantial holder of the Company).
The number and class of securities that the Company will issue	4,322,917 Shares.
If the securities are not fully paid ordinary securities, a summary of the material terms of the securities	Shares issued under the Conditional Placement rank equally with all other fully paid ordinary shares on issue in the Company.
The date by which the Company will issue the securities	If Shareholders approve Resolution 2, the Company expects to issue the Shares under the Conditional Placement on or around Wednesday, 12 October 2022, but in any event by no later than 3 months after the date of the EGM.
The price or other consideration the Company will receive for the securities	$0.50 per Share
The purpose of the issue, including the intended use of funds raised by the issue	The proceeds from the Capital Raising will be utilised for equity subordination requirements in the Company’s warehouse facilities to support continued loan book growth, and payment of associated upfront commissions to brokers. They will also be used to support the Company’s existing debt facilities and fund transaction costs.

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Further details in relation to the Capital Raising are included in the FY22 Results Presentation released to the market on 31 August 2022.

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Board recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

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Voting exclusion statement

A voting exclusion statement with respect to Resolution 2 is included in the Notice of Meeting.

• 4 Resolutions 3, 4, 5 & 6 – Approval for the issue of Shares to the Participating Directors under the Director Offer

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Background to Resolution 3, 4, 5 & 6

Information regarding the Capital Raising and Director Offer is set out in Section 1 of this Explanatory Memorandum above.

Resolutions 3, 4, 5 & 6 seek Shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of 2,400,000 Shares under the Director Offer to the Participating Directors.

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ASX Listing Rule 10.11 and purpose of Resolutions 3, 4, 5 & 6

ASX Listing Rule 10.11 provides that, unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed entity must not issue or agree to issue equity securities to certain persons identified in ASX Listing Rule 10.11, being:

• (a) a Related Party;

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the Company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a director to the board of the Company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person listed in ASX Listing Rules 10.11.1 to 10.11.3; or

• (e) a person whose relationship with the Company or a personal referred to in ASX Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its Shareholders,

unless it obtained approval of the holder of its ordinary shares.

The issue of Shares to the Participating Directors under the Director Offer falls within Listing Rule 10.11.1 as each Participating Director is a Director and does not fall within one of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

The predominant purpose for including the Director Offer was to support the marketing of the Placement to new and existing institutional investors by demonstrating the Participating Directors’ strong belief in the future prospects of the Company.

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If Resolutions 3, 4, 5 & 6 are passed, the Shares offered to each Participating Director under the Director Offer will be issued and these Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1 (by virtue of ASX Listing Rule 7.2, exception 9).

If Resolutions 3, 4, 5 & 6 are not passed, the Company will not be able to proceed with the issue of Shares to each Participating Director (as applicable) under the Director Offer and the Company will receive up to $1.2m less cash in connection with the Capital Raising, which could, in turn, adversely impact the Company’s ability to implement the funds in accordance with their proposed use under the Capital Raising.

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Chapter 2E of the Corporations Act

The Directors (with the Participating Directors abstaining) have considered that Shareholder approval pursuant to Chapter 2E of the Corporations is not required in respect of Resolutions 3, 4, 5 & 6 because the Shares offered under the Director Offer will be granted to each Participating Director on an arm’s length basis and therefore falls within the exception contained in section 210 of the Corporations Act. This is because the Shares offered under the Capital Raising (which, for the avoidance of doubt, includes the Unconditional Placement, the Conditional Placement and the Director Offer), are being made on the same terms to all other participants in the Capital Raising, regardless of whether they are a Related Party of the Company.

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Information required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.3, the following information is provided to Shareholders in relation to Resolution 3, 4, 5 & 6:

The names of the person	• Resolution 3 – Clayton Howes • Resolution 4 – Scott Emery • Resolution 5 – Peter Coad • Resolution 6–Jonathan Lechte
Which category in ASX Listing Rules 10.11.1 – 10.11.5 the person falls within and why	Each Participating Director is a Director and is therefore a Related Party of the Company falling within ASX Listing Rule 10.11.1.
The number and class of securities that the Company will issue	• 1,000,000 Shares to Clayton Howes • 1,000,000 Shares to Scott Emery • 200,000 Shares to Peter Coad • 200,000 Shares to Jonathan Lechte
If the securities are not fully paid ordinary securities, a summary of the material terms of the securities	Shares issued to each Participating Director under the Director Offer rank equally with all other fully paid ordinary shares on issue in the Company.
The date by which the Company will issue the securities	If Shareholders approve Resolutions 3, 4, 5 & 6 the Company expects to issue the Shares to each Participating Director under the Director Offer (as applicable) on or around Wednesday, 12 October 2022, but in any event by no later than 1 month after the date of the Extraordinary General Meeting.
The price or other consideration the Company will receive for the securities	$0.50 per Share
The purpose of the issue, including the intended use of funds raised by the issue	The proceeds from the Capital Raising will be utilised for equity subordination requirements in the Company’s warehouse facilities to support continued loan book growth,andpayment of associated upfront commissions

16

to brokers. They will also be used to support the Company’s existing debt facilities and fund transaction costs. Further details in relation to the Capital Raising are included in the FY22 Results Presentation released to the market on 31 August 2022.

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Board recommendation

The Directors (with each Participating Director abstaining) unanimously recommend that Shareholders vote in favour of Resolutions 3, 4, 5 & 6.

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Voting exclusion statement

A voting exclusion statement with respect to Resolutions 3, 4, 5 & 6 is included in the Notice of Meeting.

ENQUIRIES

All enquiries in relation to the contents of the Notice of Meeting or this Explanatory Memorandum should be directed to the Company Secretary.

Jonathan Swain Company Secretary MoneyMe Limited Email: companysecretary@moneyme.com.au

17

GLOSSARY

ASX	ASX Limited (ACN 008 624 691) or, where the context
	requires, the Australian Securities Exchange operated by
	ASX Limited.
ASX Listing Rules or Listing	The official listing rules of ASX, as amended or waived
Rules	from time to time.
Board	Board of Directors of the Company and, where
	applicable, includes a committee of the Directors.
Capital Raising	Has the meaning given in Section 1 of the Explanatory
	Memorandum.
Company, MoneyMe or MME	MoneyMe Limited ACN 636 747 414.
Conditional Placement	Has the meaning given in Section 1 of the Explanatory
	Memorandum.
Constitution	The constitution of the Company (as amended from time
	to time).
Corporations Act	Corporations Act 2001(Cth).
Directors	The directors of the Company.
Director Offer	Has the meaning given in Section 1 of the Explanatory
	Memorandum.
Explanatory Memorandum	The explanatory memorandum accompanying this Notice
	of Meeting.
EGM, Extraordinary General	The extraordinary general meeting of Shareholders of the
Meeting or Meeting	Company convened by this Notice of Meeting.
FY22 Results Presentation	Means the Company’s annual financial results
	presentation for the financial year ending 30 June 2022,
	released to the ASX by the Company on 31 August 2022.
Notice or Notice of Meeting	This Notice of Extraordinary General Meeting, including
	the Explanatory Memorandum and the Voting Form.
Participating Directors	Has the meaning given in Section 1 of the Explanatory
	Memorandum.
Placement	Has the meaning given in Section 1 of the Explanatory
	Memorandum.
Professional Investor	Has the meaning given in section 708(11) of the
	Corporations Act.
Related Party	Has the meaning to that term in the Corporations Act or
	the ASX Listing Rules (as appropriate).

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Resolution	A resolution referred to in the Notice of Meeting.
Share	A fully paid ordinary share in the capital of the Company
Shareholder	A person who holds Shares in the Company.
Share Registry	Link Market Services Limited.
Sophisticated Investor	Has the meaning given in section 708(8) of the
	Corporations Act.
SPP	Has the meaning given in Section 1 of the Explanatory
	Memorandum.
Unconditional Placement	Has the meaning given in Section 1 of the Explanatory
	Memorandum.

19

LODGE YOUR VOTE

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ACN 636 747 414

ONLINE  https://investorcentre.linkgroup.com

BY MAIL  MoneyMe Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

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
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BY FAX

+61 2 9287 0309

 BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150; or Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474 X99999999999 X99999999999 VOTING FORM I/We being a member(s) of MoneyMe Limited and entitled to attend and vote hereby appoint: A VOTE DIRECTLY OR B APPOINT A PROXY the Chairman OR if you are NOT elect to lodge my/our appointing the Chairman of Name of the Meeting vote(s) directly (mark box) (mark box) the Meeting as your proxy, please write the name and email of the person or in relation to the Extraordinary body corporate you are Email  General Meeting of the Company appointing as your proxy to be held at 11:00am (AEDT) on or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, Tuesday, 11 October 2022, and as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions at any adjournment or have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 11:00am (AEDT) on Tuesday, 11 October 2022 (the Meeting ) and at any postponement or postponement of the Meeting. adjournment of the Meeting. You should mark either “for” or The Meeting will be conducted as a hybrid event. You can participate by attending in person at the “against” for each item. Do not Radisson Blu Plaza Hotel, 27 O’Connell Street, Sydney NSW 2000 or logging in online at mark the “abstain” box. https://meetings.linkgroup.com/MMEEGM1022 (refer to details in the Virtual Annual General Meeting Online Guide). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Ratification of Shares issued under the 5 Issue of Shares to Peter Coad (or his Unconditional Placement nominee) under the Director Offer 2 Issue of Shares under the Conditional 6 Issue of Shares to Jonathan Lechte (or Placement his nominee) under the Director Offer 3 Issue of Shares to Clayton Howes (or his nominee) under the Director Offer 4 Issue of Shares to Scott Emery (or his nominee) under the Director Offer



SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

• If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

MME PRX2202N

HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

VOTING UNDER BOX A

LODGEMENT OF A VOTING FORM

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (AEDT) on Sunday, 9 October 2022, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.

If you ticked the box under Box A you are indicating that you wish to vote directly. Voting Forms may be lodged using the reply paid envelope or: Please only mark either “for” or “against” for each item. Do not mark the “abstain” box. If you mark the “abstain” box for an item, your vote for that item ONLINE will be invalid.  https://investorcentre.linkgroup.com If no direction is given on all of the items, or if you complete both Box A and Box B, Login to the Link website using the holding details as shown on the your vote may be passed to the Chairman of the Meeting as your proxy. Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their Custodians and nominees may, with the Share Registrar’s consent, identify on the Voting Form the total number of votes in each of the categories “for” and “Holder Identifier” - Securityholder Reference Number (SRN) or Holder “against” and their votes will be valid. Identification Number (HIN). If you have lodged a direct vote, and then you attend the Meeting, your attendance BY MOBILE DEVICE QR Code will cancel your direct vote. Our voting website is designed The Chairman’s decision as to whether a direct vote is valid is conclusive. specifically for voting online. You can now lodge your vote by scanning the QR VOTING UNDER BOX B – APPOINTMENT OF PROXY code adjacent or enter the voting link If you wish to appoint the Chairman of the Meeting as your proxy, mark the box https://investorcentre.linkgroup.com in Step 1. If you wish to appoint someone other than the Chairman of the Meeting into your mobile device. Log in using the as your proxy, please write the name of that individual or body corporate in Step 1. Holder Identifier and postcode for your A proxy need not be a shareholder of the Company. shareholding. To scan the code you will need a QR code reader application which DEFAULT TO CHAIRMAN OF THE MEETING can be downloaded for free on your mobile device. Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any BY MAIL undirected proxies that default to the Chairman of the Meeting will be voted  MoneyMe Limited according to the instructions set out in this Voting Form. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the boxes Sydney South NSW 1235 opposite each item of business. All your shares will be voted in accordance with Australia such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in BY FAX 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 +61 2 9287 0309 box on an item your vote on that item will be invalid.  BY HAND APPOINTMENT OF A SECOND PROXY delivering it to Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Meeting and Parramatta Square vote on a poll. If you wish to appoint a second proxy, an additional Voting Form Level 22, Tower 6 may be obtained by telephoning the Company’s share registry or you may copy 10 Darcy Street this form and return them both together. Parramatta NSW 2150 To appoint a second proxy you must: (a) on each of the first Voting Form and the second Voting Form state the or percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that Level 12 each proxy may exercise, each proxy may exercise half your votes. Fractions 680 George Street of votes will be disregarded; and Sydney NSW 2000 (b) return both forms together. SIGNING INSTRUCTIONS During business hours Monday to Friday (9:00am - 5:00pm) You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.